IRIS Accounts Production v24.2.0.383 06561170 Board of Directors 1.1.23 31.12.23 31.12.23 The principal activity of the company in the year under review was that of operating AD facilities custom designed and built to handle food wastes diverted from landfill. true false true true false false true false Defined benefit pension plans Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh065611702022-12-31065611702023-12-31065611702023-01-012023-12-31065611702021-12-31065611702022-01-012022-12-31065611702022-12-3106561170ns15:EnglandWales2023-01-012023-12-3106561170ns14:PoundSterling2023-01-012023-12-3106561170ns10:Director12023-01-012023-12-3106561170ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3106561170ns10:FRS1022023-01-012023-12-3106561170ns10:Audited2023-01-012023-12-3106561170ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3106561170ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3106561170ns10:FullAccounts2023-01-012023-12-3106561170ns5:TotalForAllPensionPlansExcludingMedicalOtherPlans2023-01-012023-12-3106561170ns10:OrdinaryShareClass12023-01-012023-12-3106561170ns10:Director42023-01-012023-12-3106561170ns10:Director52023-01-012023-12-3106561170ns10:CompanySecretary12023-01-012023-12-3106561170ns10:RegisteredOffice2023-01-012023-12-3106561170ns10:Director32023-01-012023-12-3106561170ns10:Director22023-01-012023-12-3106561170ns5:CurrentFinancialInstruments2023-12-3106561170ns5:CurrentFinancialInstruments2022-12-3106561170ns5:ShareCapital2023-12-3106561170ns5:ShareCapital2022-12-3106561170ns5:RetainedEarningsAccumulatedLosses2023-12-3106561170ns5:RetainedEarningsAccumulatedLosses2022-12-3106561170ns5:ShareCapital2021-12-3106561170ns5:RetainedEarningsAccumulatedLosses2021-12-3106561170ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3106561170ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3106561170ns5:ReportableOperatingSegment12023-01-012023-12-3106561170ns5:ReportableOperatingSegment12022-01-012022-12-3106561170ns5:ReportableOperatingSegment22023-01-012023-12-3106561170ns5:ReportableOperatingSegment22022-01-012022-12-3106561170ns5:ReportableOperatingSegment32023-01-012023-12-3106561170ns5:ReportableOperatingSegment32022-01-012022-12-3106561170ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3106561170ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2022-01-012022-12-3106561170ns15:UnitedKingdom2023-01-012023-12-3106561170ns15:UnitedKingdom2022-01-012022-12-3106561170ns15:Europe2023-01-012023-12-3106561170ns15:Europe2022-01-012022-12-3106561170ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3106561170ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2022-01-012022-12-3106561170ns5:PlantEquipmentOtherAssetsUnderOperatingLeases2023-01-012023-12-3106561170ns5:PlantEquipmentOtherAssetsUnderOperatingLeases2022-01-012022-12-3106561170ns5:OwnedAssets2023-01-012023-12-3106561170ns5:OwnedAssets2022-01-012022-12-3106561170112023-01-012023-12-3106561170112022-01-012022-12-310656117042023-01-012023-12-310656117042022-01-012022-12-310656117052023-01-012023-12-310656117052022-01-012022-12-3106561170ns5:PlantMachinery2022-12-3106561170ns5:FurnitureFittings2022-12-3106561170ns5:MotorVehicles2022-12-3106561170ns5:ComputerEquipment2022-12-3106561170ns5:PlantMachinery2023-01-012023-12-3106561170ns5:FurnitureFittings2023-01-012023-12-3106561170ns5:MotorVehicles2023-01-012023-12-3106561170ns5:ComputerEquipment2023-01-012023-12-3106561170ns5:PlantMachinery2023-12-3106561170ns5:FurnitureFittings2023-12-3106561170ns5:MotorVehicles2023-12-3106561170ns5:ComputerEquipment2023-12-3106561170ns5:PlantMachinery2022-12-3106561170ns5:FurnitureFittings2022-12-3106561170ns5:MotorVehicles2022-12-3106561170ns5:ComputerEquipment2022-12-3106561170ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3106561170ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3106561170ns5:CurrentFinancialInstruments2023-01-012023-12-3106561170ns5:WithinOneYear2023-12-3106561170ns5:WithinOneYear2022-12-3106561170ns5:BetweenOneFiveYears2023-12-3106561170ns5:BetweenOneFiveYears2022-12-3106561170ns5:AllPeriods2023-12-3106561170ns5:AllPeriods2022-12-3106561170ns5:DeferredTaxation2022-12-3106561170ns5:DeferredTaxation2023-01-012023-12-3106561170ns5:DeferredTaxation2023-12-3106561170ns10:OrdinaryShareClass12023-12-3106561170ns5:RetainedEarningsAccumulatedLosses2022-12-31
REGISTERED NUMBER: 06561170 (England and Wales)















ReFood UK Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2023






ReFood UK Limited (Registered number: 06561170)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 8

Income Statement 11

Other Comprehensive Income 12

Balance Sheet 13

Statement of Changes in Equity 14

Notes to the Financial Statements 15


ReFood UK Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: J G Braide
P A Simpson
R Poskitt


SECRETARY: J G Braide


REGISTERED OFFICE: Ings Road
Doncaster
South Yorkshire
DN5 9TL


REGISTERED NUMBER: 06561170 (England and Wales)


SENIOR STATUTORY AUDITOR: Ian Parsons FCA


AUDITORS: Paylings
Accountants
Statutory Auditors
No.2 Silkwood Office Park
Fryers Way
Wakefield
West Yorkshire
WF5 9TJ


BANKERS: HSBC plc
City Office
33 Park Row
Leeds
West Yorkshire
LS1 1LD


SOLICITORS: Ramsdens Solicitors
7 King Street
Mirfield
West Yorkshire
WF14 8AW

ReFood UK Limited (Registered number: 06561170)

Strategic Report
for the Year Ended 31 December 2023

Business Overview

ReFood UK Limited (ReFood) is a wholly owned subsidiary of SARIA Limited; SARIA operates in a wide range of sectors associated with the food chain, renewable energy, and recycling.

ReFood operates SARIA's services in the collection and processing of food chain by-products for recycling via anaerobic digestion (AD) to produce renewable energy and organic fertilisers.

The development of ReFood's AD plants has enabled the Group to offer a wide range of new solutions to the UK Food Industry to adopt more sustainable outlets for food wastes and to reduce the agricultural sector's reliance on imported and/or fossil-fuel based fertilisers; the AD plants offer a better environmental option at a reduced cost compared to landfill.

The company operates three large scale AD plants located at Doncaster, Widnes, and Dagenham (East London), supported by depots located in strategic locations across the UK. The AD plants provide recycling services to a wide variety of customers from the food manufacturing, retailing and hospitality sectors; the company has also created a large customer base within the public sector, including Local Authorities, Hospitals, Prisons and Schools.

The development of ReFood AD plants has enhanced the group's service offering in the food waste recycling market and will increase the level of renewable energy generated by the group, both long term strategic goals for the business. The ReFood AD plants are in areas which provide a large local source of food wastes along with agricultural markets for fertiliser. The proximate location of each end of the 'business chain' enables ReFood to reduce its environmental impact caused by road transportation as well as delivering the most cost-effective supply chain.

ReFood has invested heavily in new recycling facilities; in addition to infrastructure investments the company has also developed a market-leading education program to highlight the environmental and financial benefits to waste producers who choose to recycle their food wastes rather than send them to landfill.

During the period the business benefitted from an increase in the underlying value of energy exports, plant availability and the market demand for green energy certificates. The UK commitment to carbon reduction and the generation of increased levels of secure domestic energy sources provides the company with long-term opportunities for further growth.

Forward energy prices remain strong following the market volatility caused by the war in Ukraine and the restrictions on the supply of Russian gas to the European market under the widespread sanctions.

Section 172(1) Companies Act 2006 Statement

The Directors of SARIA Limited consider both collectively and individually that they have acted in good faith, and in a manner most likely to create and promote the success of the company for the benefit of its members as a whole as defined by s172(1) Companies Act 2006 during the year ended 31st December 2023 supported by delivery of the long-term business plan ("the plan").

In developing and implementing the plan, the directors have considered the following key objectives as defined by s172 of the Companies Act:

a) The likely consequences of any decision in the long term
b) The interests of the company's employees
c) The need to foster the company's business relationships with suppliers, customers and others
d) The impact of the company's operations on the community and the environment
e) The desirability of the company maintaining a reputation for high standards of business conduct, and
f) The need to act fairly as between members of the company.

The implementation of the plan is underpinned by the introduction of the SARIA SE & Co. KG Group global policies on corporate compliance which set out our obligations in the following key areas:

1) Appropriate working conditions

The company respects human rights and employment law, without exception.


ReFood UK Limited (Registered number: 06561170)

Strategic Report
for the Year Ended 31 December 2023

The board of directors' respects human rights in strict accordance with the European Convention on Human Rights (ECHR). We reject all forms of forced or compulsory labour. Equally, we are opposed to all forms of child labour. The minimum age for admission to employment shall be as set out in the respective national legislation or collective bargaining agreements - provided these comply with the Minimum Age Convention adopted by the International Labour Organisation (ILO).

The company promotes equal opportunities and equal treatment of employees, rejecting all forms of discrimination on any ground whatsoever, e.g., race, ethnic origin, gender, religion, political or other opinion, disability, age, or sexual identity. The company recruits and promotes employees solely based on professional qualifications and performance.

The company seeks to ensure that every employee, without exception, is treated equally and fairly and that all employees are aware of their responsibilities. Our policies and procedures fully support our disabled colleagues.

The Group is responsive to the needs of its employees. As such, should any employee of the Group become disabled during their time with us, we will actively retrain that employee and make reasonable adjustments to their working environment where possible, in order to keep the employee with the Group. It is the policy of the Group that the recruitment, training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

SARIA is a 'Disability Confident' registered employer as per Stage 1 of the Disability Confident Scheme - https://disabilityconfident.campaign.gov.uk/ - which is an ongoing commitment to ensuring inclusion and diversity within the workplace.

2) Health and safety

The promotion of high standards of health, safety and welfare at work is a prime objective for the company, its employees and business partners (such as contractors and other service providers). The Board of Directors therefore affirm the company will do all that is reasonably practicable to protect its employees and other people who meet the company or its products from personal injury or hazards to health, arising from any foreseeable risks.

3) Fair competition and integrity in our business dealings

As the board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible and sustainable manner, both financially and environmentally.

Collectively we will continue to operate to the high standards of integrity expected of a business such as ours, and to employ a system of continuous improvement with training and development in line with our commitment to responsible behaviour.

When dealing with all partners, whether they are suppliers, customers, or other stakeholders, we will ensure the relationship is always maintained in a professional and responsible manner. A principal objective from our plan is the delivery of long-term successful returns for the company and our business partners.

4) Cooperation with the authorities

The company is committed to maintaining a constructive relationship with all the relevant authorities while safeguarding its own interests and rights.

5) Correct payment of taxes and duties

The company's parent, SARIA Group, has a presence in many countries and is a stakeholder in the local economies in which it operates. The payment of taxes is essential for the stability and infrastructure of an economy, and therefore also has a direct impact on factors that are important for our success.

Declaring and paying taxes and duties in time and in accordance with legal requirements is a social responsibility that we take very seriously.

We aim to fulfil our tax obligations in an accurate and timely manner, to pay the appropriate amount due and always act in good faith in our dealings with the tax authorities in the countries in which we operate. To achieve this aim, we have put in place an internal control system that can prevent or detect material errors.



ReFood UK Limited (Registered number: 06561170)

Strategic Report
for the Year Ended 31 December 2023


6) Processing and using our products in accordance with the law

Compliance with legal regulations on the production and use of our products is essential.

The SARIA Group specialises in the recycling of animal by- products and other materials of organic origin. These raw materials are often subject to statutory requirements governing both their processing and future applications.

All processing of materials by the company is carried out in strict compliance with this legislation, without any exceptions. Our company is careful to ensure that the products we supply to our customers are used solely in accordance with their legally defined specific purpose.

The plan involves a fundamental commitment to enhancing our environmental performance in key areas, including but not restricted to - emissions to air, water and land, carbon-intensity of our operations, reductions in our supply chain carbon impact alongside efficiency improvements.

Key Performance Indicators (KPIs)

As shown in the company's income statement on page 11, the company has made a profit of £10,731,606 from a profit of £10,115,925 in the previous year. At the year end the shareholder's funds were £26,847,516 (2022 - £16,115,910).

SARIA manages its operations on a divisional basis. For this reason, the company's directors believe that further key performance indicators for the company are not necessary or appropriate for an understanding of the development, performance, or position of the business.

Risk

With businesses active across a wide variety of sectors and operating large-scale processing operations always entails risk. Beside market developments, we are also affected by global events such as commodity market price changes driven by weather patterns; such events entail risks but also present us with new opportunities.

The Group is faced with challenges when conducting analyses and making decisions. If we do not incorporate market developments or if we evaluate them incorrectly, they may pose serious business risks. The risks affecting ReFood are largely dealt with on a group basis, apart from the ones highlighted below:

Business Unit/Area Risk Mitigation Factor

Increasing market costs for energy Increased market price for electricity
and/or gas.
Increase in-house generation of energy
from AD and Biomass Power Generation
plants to benefit from rise in market price
and offset cost impact on other elements
of the business.

Health & Safety Health & safety incidents could result
in harm to the company's employees,
contractors or local communities.
Ensuring safety and wellbeing is an
ethical obligation for the company.
Poor safety records or serious
accidents could have a serious impact
on the company's production and
reputation.
The company focuses on identifying,
mitigating and managing the safety risks
inherent across its operations. The
company's objective is to create a safety
culture through regular training and
awareness campaigns for employees and
contractors. The company operates a 'best
practice' system of in-house training to
develop an embedded health & safety
culture.


Employees

Details of the number of employees can be found in note 4 to the financial statements on page 18. The company participates in the group's policies and practices about Health & Safety at work, pension, and health care schemes.

ReFood UK Limited (Registered number: 06561170)

Strategic Report
for the Year Ended 31 December 2023


Developments

The UK Government has confirmed the timetable for compulsory food waste collections in England. Under the 2021 Environment Act, food waste collections are mandatory for businesses generating over 5kg of waste from 31 March 2025, collections from all other premises (domestic) will be introduced from March 2026. The legislation also bans the use of food waste macerators (equipment which disposes of food waste via the municipal sewage network).
The directors believe the implementation of the new legislation will further enhance the prospects for the operations of ReFood and provide certainty to support current and future investments.

The company has planning permission for an additional ReFood anaerobic digestion plant located at the Doncaster site. The new plant will export over 100,000MWh of renewable natural gas per annum, as well as recycling over 150,000 tonnes of food chain wastes each year. The new development will allow the company to further benefit from the strong future demand for sustainable energy and increase the volume of wastes recycled for a wide range of customers in the local area.

ON BEHALF OF THE BOARD:





P A Simpson - Director


19 September 2024

ReFood UK Limited (Registered number: 06561170)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

J G Braide
P A Simpson

Other changes in directors holding office are as follows:

R Poskitt was appointed as a director after 31 December 2023 but prior to the date of this report.

F - B Thier and A R Smith ceased to be directors after 31 December 2023 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE
No political donations have been made in the period.

STREAMLINED ENERGY AND CARBON REPORTING
Covering energy use and associated greenhouse gas emissions relating to gas, electricity and transport, intensity ratios and information relating to energy efficiency actions.

Current reporting year (Jan 23 - Dec 23)

Key Performance Indicator (KPI) Amount '23 Amount '22 Unit
Electricity Usage 14,999,956 14,537,368 kWh
Gas Usage 6,541,096 5,305,789 kWh
Diesel Usage 1,091,204 1,120,614 litres

Total emissions generated through use of purchased electricity 3,106 2,811 tCO2e
Total emissions generated through combustion of gas 1,197 969 tCO2e
Total emissions generated through business travel 2,902 3,024 tCO2e
Total gross emissions 7,205 6,804 tCO2e




Intensity ratio (total gross emissions)



0.0196



0.0200
tCO2e per
tonne of
material
processed


Energy efficiency actions

We are committed to responsible energy management and will practice energy efficiency throughout our organisation, wherever it is cost effective. We recognize that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.
We have implemented the policies below for the purpose of increasing the businesses energy efficiency in the relevant financial year.

- Upgrade vehicles to more energy efficient models where possible
- Introduction of hybrid/fully electric vehicles into the car portfolio
- Upgrade plant & machinery to improve on energy performance where possible
- Servicing and adjustment to existing plant & machinery to improve on energy performance where possible
- Increased availability and encouraged use of video conferencing.
- Reduced travel costs by reducing number of face to face meetings with clients and suppliers

The following energy efficiency measures are being implemented or are under consideration for implementation during 2024


ReFood UK Limited (Registered number: 06561170)

Report of the Directors
for the Year Ended 31 December 2023

- Carbon reduction by biomass combustion
- Continued investment in low energy processes and techniques
- Continue to replace/upgrade vehicles and plant & machinery for more energy efficient options

Methodology used in the calculation of disclosures

ESOS methodology (as specified in Complying with the Energy Savings Opportunity Scheme version 6, published by the Environment Agency 28/10/2019) used in conjunction with Government GHG reporting conversion factors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in
the financial statements;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Paylings, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





P A Simpson - Director


19 September 2024

Report of the Independent Auditors to the Members of
ReFood UK Limited

Opinion
We have audited the financial statements of ReFood UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
ReFood UK Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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 seven, 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 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.

Auditors' 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 a Report of the Auditors 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:

- reviewed the nature of the industry and sector, the control environment and business performance for the year.
- identifying the laws and regulations the company operates within and enquiring with management if they are
aware of any non compliance issues.
- discussed how and where fraud may occur with all members of the audit engagement team.
- in line with all audits under ISAs (UK) we were required to perform tests to respond to the risk of management
override.
We tested the appropriateness of journal entries, evaluated the judgements made for accounting estimates to
assess if any bias, and assessed the rationale behind any significant or unusual transactions.
- reviewed directors' minutes to assess if any indications of fraud or non compliance.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
ReFood UK Limited


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 a Report of the Auditors 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.




Ian Parsons FCA (Senior Statutory Auditor)
for and on behalf of Paylings
Accountants
Statutory Auditors
No.2 Silkwood Office Park
Fryers Way
Wakefield
West Yorkshire
WF5 9TJ

26 September 2024

ReFood UK Limited (Registered number: 06561170)

Income Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER 3 55,326,263 50,433,983

Cost of sales 13,660,864 12,770,759
GROSS PROFIT 41,665,399 37,663,224

Administrative expenses 27,948,643 24,617,569
13,716,756 13,045,655

Other operating income 390,196 93,064
OPERATING PROFIT 5 14,106,952 13,138,719

Interest receivable and similar income 119,661 46
14,226,613 13,138,765

Interest payable and similar expenses 6 64,820 406,947
PROFIT BEFORE TAXATION 14,161,793 12,731,818

Tax on profit 7 3,430,187 2,615,893
PROFIT FOR THE FINANCIAL YEAR 10,731,606 10,115,925

ReFood UK Limited (Registered number: 06561170)

Other Comprehensive Income
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

PROFIT FOR THE YEAR 10,731,606 10,115,925


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

10,731,606

10,115,925

ReFood UK Limited (Registered number: 06561170)

Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 24,195,284 24,889,154

CURRENT ASSETS
Stocks 9 608,564 225,232
Debtors 10 15,770,463 13,166,325
Cash at bank 926 16,620
16,379,953 13,408,177
CREDITORS
Amounts falling due within one year 11 11,775,048 20,150,272
NET CURRENT ASSETS/(LIABILITIES) 4,604,905 (6,742,095 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

28,800,189

18,147,059

PROVISIONS FOR LIABILITIES 14 1,952,673 2,031,149
NET ASSETS 26,847,516 16,115,910

CAPITAL AND RESERVES
Called up share capital 15 1 1
Retained earnings 16 26,847,515 16,115,909
SHAREHOLDERS' FUNDS 26,847,516 16,115,910

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2024 and were signed on its behalf by:





P A Simpson - Director


ReFood UK Limited (Registered number: 06561170)

Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 1 5,999,984 5,999,985

Changes in equity
Total comprehensive income - 10,115,925 10,115,925
Balance at 31 December 2022 1 16,115,909 16,115,910

Changes in equity
Total comprehensive income - 10,731,606 10,731,606
Balance at 31 December 2023 1 26,847,515 26,847,516

ReFood UK Limited (Registered number: 06561170)

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

1. STATUTORY INFORMATION

ReFood UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been 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. The financial statements have been prepared under the historical cost convention. The presentational currency is GBP.

Going concern
The entity is profit making and has positive reserves, therefore the going concern basis of preparation is deemed appropriate by management.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
In respect of depreciation, the entity is largely governed by the Rethmann accounting policies (issued by the parent group). These policies/rates are followed, to the extent that they are reflective of the average economic consumption of the asset type. Where the actual consumption of a class of asset differs materially from this policy, a more appropriate rate is applied.

The Rethmann policy of bad debt provision is applied, being 100% for debts over 365 days old, 50% for debts over 180 days old and 1% against all other debts.

Stock ageing is reviewed regularly by management to assess the requirement for a slow moving/obsolescence provision, however any such provision is not currently deemed necessary.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised on the sale of goods, on despatch of those goods from our sites when the significant risks and rewards of ownership are transferred to our customers.

Turnover is recognised on the performance of services, as and when those services are carried out.

Other income
Other income arises from the recharge of operating costs incurred by an entity, where the facility of that entity is used by other group companies.

Straight recharge of costs that can be allocated directly to another group company are treated as recharges only, and the cost is passed directly to the other entity. No income is recognised in this instance.

ReFood UK Limited (Registered number: 06561170)

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

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful
life.

Plant & machinery - 2 - 15 years straight line
Fixtures & fittings - 3 - 13 years straight line
Motor vehicles - 25% reducing balance, 5 - 11 years straight line and 2 - 6 years estimated useful life (specific to used vehicles)
Assets und cons - not provided

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforecable 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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

ReFood UK Limited (Registered number: 06561170)

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

2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of posting the transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company has members in the SARIA Group Pension Schemes, funded defined benefit schemes.

The above defined benefit schemes have been closed to new members. Alternative provision is made for new employees in the form of a defined contribution scheme.

The pension charge represents contributions payable to the funds in respect of the accounting period.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Energy Sales 45,335,906 39,992,665
Collection Charges 8,962,053 9,422,043
Logistics & Transport Services 1,028,304 1,019,275
55,326,263 50,433,983

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 55,326,263 50,177,734
Europe - 256,249
55,326,263 50,433,983

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 7,463,108 6,233,720
Social security costs 800,491 667,531
Other pension costs 375,003 318,046
8,638,602 7,219,297

ReFood UK Limited (Registered number: 06561170)

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

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2023 2022

Administration 35 27
Production 127 132
162 159

2023 2022
£    £   
Directors' remuneration - -

The wages and salaries figure includes £382,766 of temporary staff costs (2022: £281,373).

5. OPERATING PROFIT

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

2023 2022
£    £   
Hire of plant and machinery 741,333 443,431
Depreciation - owned assets 4,433,991 4,249,892
Loss on disposal of fixed assets 88,159 52,923
Auditors' remuneration 20,250 17,193
Foreign exchange differences (1,140 ) 3,070
Operating leases 641,861 461,265

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 849 -
Intercompany loan 1,789 378,762
Other Interest 62,182 28,185
64,820 406,947

ReFood UK Limited (Registered number: 06561170)

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

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 3,591,188 1,829,002
Under (over) provision (82,525 ) -
Total current tax 3,508,663 1,829,002

Deferred tax:
Deferred tax (157,975 ) 648,878
Under (over) provision 79,499 138,013
Total deferred tax (78,476 ) 786,891

Tax on profit 3,430,187 2,615,893

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 14,161,793 12,731,818
Profit multiplied by the standard rate of corporation tax in the UK of 23.520%
(2022 - 19%)

3,330,854

2,419,045

Effects of:
Expenses not deductible for tax purposes 117,223 4,984
Adjustments to tax charge in respect of previous periods (3,026 ) 138,013
Change in rate from a previous year (9,271 ) 155,731
review
Superdeduction (5,593 ) (101,880 )
Total tax charge 3,430,187 2,615,893

ReFood UK Limited (Registered number: 06561170)

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

8. TANGIBLE FIXED ASSETS
Fixtures Assets
Plant & and Motor under
machinery fittings vehicles construction Totals
£    £    £    £    £   
COST
At 1 January 2023 51,802,121 1,523,902 4,044,603 328,381 57,699,007
Additions 2,337,435 224,758 570,903 705,869 3,838,965
Disposals (317,738 ) (460,675 ) (1,422,149 ) - (2,200,562 )
Reclassification/transfer 157,755 41,896 59,798 (199,651 ) 59,798
At 31 December 2023 53,979,573 1,329,881 3,253,155 834,599 59,397,208
DEPRECIATION
At 1 January 2023 29,056,993 1,225,260 2,527,600 - 32,809,853
Charge for year 3,834,002 97,163 502,826 - 4,433,991
Eliminated on disposal (260,567 ) (425,921 ) (1,390,885 ) - (2,077,373 )
Reclassification/transfer - - 35,453 - 35,453
At 31 December 2023 32,630,428 896,502 1,674,994 - 35,201,924
NET BOOK VALUE
At 31 December 2023 21,349,145 433,379 1,578,161 834,599 24,195,284
At 31 December 2022 22,745,128 298,642 1,517,003 328,381 24,889,154

Transfers of assets between group companies have been done using gross cost and gross depreciation, rather than using net book value as the cost to the acquirer. This has been done in order to preserve historical information in relation to the properties of the group, in particular previous revaluations. This is considered to be the most appropriate method both from an accounting and tax perspective.

9. STOCKS
2023 2022
£    £   
Stocks 65,941 74,974
Plant spares in inventory 542,623 150,258
608,564 225,232

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 1,723,095 1,578,568
Amounts owed by group undertakings 960 7,773
Other debtors 31,910 34,803
Retention account 42,739 59,975
VAT - 3,521
Accrued income 13,742,370 11,255,231
Prepayments 229,389 226,454
15,770,463 13,166,325

ReFood UK Limited (Registered number: 06561170)

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

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 3,501,045 3,381,999
Amounts owed to group undertakings 6,259,544 15,298,554
VAT 54,729 -
Other creditors 497,288 337,240
Accrued expenses 1,462,442 1,132,479
11,775,048 20,150,272

Amounts owed to group undertakings represents money owed to the parent entity via the cashpooling facility. This loan is interest bearing at a variable amount, based on the subsidiaries share of the overall group debt each period. It is repayable on demand should the parent entity require it.

12. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 628,392 541,726
Between one and five years 980,421 1,494,624
1,608,813 2,036,350

13. FINANCIAL INSTRUMENTS

2023 2022
£    £   
Financial assets
Cash and cash equivalents 926 16,620
Financial assets that are debt instruments measured at amortised cost 15,770,463 13,166,325

Financial liabilities
Financial liabilities measured at amortised cost (13,727,721 ) (22,181,421 )

Financial assets measured at amortised cost comprise trade debtors, amounts owed by group and related entities, other debtors (inc tax debtors) and accrued income.

Financial liabilities measured at amortised cost comprise amounts owed to group and related entities, trade creditors, other creditors (inc tax creditors) and accruals.

14. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax
Accelerated capital allowances 1,959,489 2,037,965
Other timing differences (6,816 ) (6,816 )
1,952,673 2,031,149

ReFood UK Limited (Registered number: 06561170)

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

14. PROVISIONS FOR LIABILITIES - continued

Deferred
tax
£   
Balance at 1 January 2023 2,031,149
Credit to Income Statement during year (78,476 )
Change in rate
Balance at 31 December 2023 1,952,673

Deferred Tax has been provided for at 25%. The rate of corporation tax was 19% until 1st April 2023 when it was increased to 25%.

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
1 Ordinary £1 1 1

All shares are voting shares. They are entitled to dividends as declared. They are entitled to participate in a distribution including on winding up. All shares are non redeemable.

16. RESERVES
Retained
earnings
£   

At 1 January 2023 16,115,909
Profit for the year 10,731,606
At 31 December 2023 26,847,515

ReFood UK Limited (Registered number: 06561170)

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

17. EMPLOYEE BENEFIT OBLIGATIONS

There are two defined benefit arrangements operated by the SARIA Limited group, which are managed via
independent trusts, of which some employees are members. Contributions are no longer being made to these schemes due to their surplus position.

The company is unable to identify its share of the underlying assets and liabilities of the schemes therefore the schemes are accounted for in the balance sheet of the parent entity only.

During 2022, the trustees of the schemes made the investment decision to use some of the schemes assets to purchase insurance policies/annuities, to guarantee the funding of the associated liabilities and thereby remove some of the risk from the Group. (Pension Buy-In). As a result the remaining net assets of the schemes are now much lower.

At the balance sheet date the FRS 102 value of the liabilities was £73,923,000 (2022 - £71,950,000) and the market value of the assets was £77,049,000 (2022 - £75,413,000) giving a net asset of £3,126,000 (2022 - £3,463,000 ) held in the balance sheet of the parent entity.

The above schemes have been closed to new members. The group has made alternate provision, in the form of a defined contribution scheme, for new employees or those not eligible to join the above schemes. This scheme is also administered on a group basis independently of any group company or director.

Total contributions payable by the company to the defined contribution scheme during the year amounted to £375,003 (2022 - £318,046). There were no accrued or prepaid pension contributions at the balance sheet date (2021 - £nil).

18. CAPITAL COMMITMENTS
2023 2022
£    £   
Contracted but not provided for in the
financial statements 882,273 547,293

19. RELATED PARTY DISCLOSURES

APC(GB) Limited

Company in which Saria Limited holds an interest.


Sales of goods and services £2,649 (2022: £22,413) and purchase of goods and services £nil (2022: £422).

2023 2022
£    £   
Amount due from related party at the balance sheet date 421 698

SPF (United Kingdom) Limited

Company in which Saria Limited holds an interest.


Sales of goods and services £1,148 (2022: £2,799).

2023 2022
£    £   
Amount due to related party at the balance sheet date - 286

ReFood UK Limited (Registered number: 06561170)

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

19. RELATED PARTY DISCLOSURES - continued

Other Rethmann entities.

Fellow member companies of the Rethmann Group.


Sales of goods and services £25,729 (2022: £1,221)

Purchases of goods and services £601,747 (2022: £591,847)

2023 2022
£    £   
Amount due to related party at the balance sheet date 87,709 125,898

20. ULTIMATE CONTROLLING PARTY

The immediate parent company of Refood UK Limited is SARIA Limited. Saria Limited is indirectly owned by the ultimate parent entity, Rethmann SE & Co. KG The ultimate parent entity is incorporated in Germany and is ultimately controlled by the Rethmann family.

The largest group for which group accounts including the company are drawn up, are the Rethmann SE & Co. KG group. A copy of the consolidated accounts are filed at Companies House alongside the accounts of Saria Limited (immediate parent entity).