REGISTERED NUMBER: |
Report of the Director and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Espersen Limited |
REGISTERED NUMBER: |
Report of the Director and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Espersen Limited |
Espersen Limited (Registered number: 08575152) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 6 |
Income Statement | 9 |
Other Comprehensive Income | 10 |
Balance Sheet | 11 |
Statement of Changes in Equity | 12 |
Notes to the Financial Statements | 13 |
Espersen Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
823 Salisbury House |
29 Finsbury Circus |
London |
EC2M 5QQ |
Espersen Limited (Registered number: 08575152) |
Report of the Director |
for the Year Ended 31 December 2023 |
The director presents his report with the financial statements of the company for the year ended 31 December 2023. |
DIRECTOR |
MANAGEMENT REVIEW |
Principal activities of the Group |
Espersen is a global supplier of frozen and chilled seafood products for the retail and foodservice markets, supplying international customer groups like Aldi, Lidl, Tesco and McDonald's as well and other international and large retail chains, foodservice chains and B2B customers, with whom Espersen have a long-lasting business relationship. Espersen operates manufacturing plants in Denmark, Lithuania, Poland, Vietnam, and United Kingdom (acquired in 2023). The main raw material for Espersen products is frozen fish sourced globally. |
Development in activities and financial position |
In September 2023 Espersen concluded the acquisition of the Grimsby facility in the United Kingdom from the Icelandic ISI group, adding a factory inside one of the core markets with primary focus on consumer and chilled products to the Espersen customers. The acquisition is adding a capacity of 11,000 tonnage and approximately 180 employees to Espersen and currently has a split of 75% sales to retail and 25% sales to foodservice. The financial impact of the acquisition is included in the last 4 months of 2023. |
Espersen saw a revenue growth of DKK 228,9m including the acquisition of the Grimsby plant and DKK 136,8m or 4.2% excluding the impact from the Grimsby plant acquisition. The positive revenue development is driven by high focus on protecting our profit margins by maintaining our sales prices. Espersen had an average decline in weighted raw material prices of -12% in 2023 compared to 2022 and a growth in utility cost of 16% in 2023 compared to 2022. Despite the growth in revenue compared to 2022 we experienced a drop in the external volume due to slower demand impacted by the global macro-economic situation with high inflation, the ongoing war in Ukraine and unstable situation in the Middle East in 4th quarter of 2023. |
The sum of the above-mentioned factors combined with a very tight cost control resulted in a very positive profit result for the year of 2023 compared to 2022 improving the result before tax with DKK 135m including the acquisition of the Grimsby plant. In the annual report for 2022 an annual revenue of DKK 3600m - DKK 4400m was expected for the financial year of 2023, based on lower demand and lower average sales prices we ended at DKK 3465m in revenue. The operating result before special items was expected in the range of DKK 30m - DKK 60m for the financial year of 2023 and based on the above-mentioned factors resulted in an actual result of DKK 70m. |
The operating result for the financial year 2023 is satisfactory. |
Espersen has improved the cash position with DKK 208m in 2023 compared to 2022 based on strong focus on reducing working capital helped by falling raw material prices, improved inventory levels and the utilization of the vendor financing program for the Nomad customer group. |
The Group's solvency increased to 34% at 31 December 2023 compared to 16% at the end of 2022. The increase is mainly due to a DKK 250m capital injection and the above-mentioned improvement activities for the cash position as well as the higher profit margins generated through the sales activities in 2023. |
Outlook |
Our outlook for 2024 shows topline, and bottom-line growth based on the focus on core activities done in 2023 and the new strategy "accelerate building upon core" set out for 2024. The strategy and investments will enable Espersen to continue the journey we started in 2023 by focusing on people first, customer priority and operational excellence and thereby set Espersen in a strong position to be able to adapt to the global macro-economic situation. |
One aspect potentially impacting the raw material situation are further sanctions imposed on Russian fish or customer groups deliberately walking away from fish products based on Russian fish. Russia holds a significant share of the world quota for cod and haddock, which are important fish species used by Espersen. Although there are not any sanctions on fish or other food products in EU at present, the situation has already led to further focus for non-Russian alternatives. |
Espersen Limited (Registered number: 08575152) |
Report of the Director |
for the Year Ended 31 December 2023 |
Various contingency and efficiency plans have been worked out and implemented in 2023 and these will continue to be rolled out in the future to ensure we optimize the internal cost and efficiency base for Espersen. |
The positive development in the cash position for Espersen 2023 is expected to continue in the financial year of 2024 and will leave the company in a stronger situation and higher degree of freedom to support and develop the business. |
Particular risks |
General risk |
Espersen's main exposure is its dependence on raw material procurement. Espersen depends on a good development of whitefish stocks, especially Cod, and is working both locally and globally to ensure sustainable fishing. A further risk could be an environmental disaster and its consequences for global fishing. |
Currency and financial risks |
A considerable part of Espersen's purchases and sales are performed in foreign currencies, and fluctuations in the rates of exchange may have a short-term effect on the Group's results; in the long-term, these fluctuations are, however, included in the market. A defined policy is in place to mitigate significant short-term impacts of changes in exchange rates. Hedging of currency risks is mainly by use of foreign exchange forwards. |
Espersen is predominantly financed through the parent company, INSEPA A/S, which has sufficient funding in place to secure operations. |
Credit risk |
The credit risks of the Company primarily relates to trade receivables. As a rule, an international credit insurance institution insures all trade receivables in order to minimize credit risks. |
Intellectual capital |
Espersen's employees have high seniority and industry insight. |
Espersen's main activities are processed on standard production equipment, and the high seniority of the employees is a contributing factor to higher yields and profits. |
Environmental issues |
It is important for Espersen to act in an ethical correct way, to support and work for sustainable fishing and to have a good image towards our business partners and in the local communities. |
96% of our seafood is sourced with a third-party certification scheme such as MSC, ASC or Global G.A.P. |
2023 initiatives on environmental issues: |
Moving forward, Espersen will focus on supporting the development of new technologies to better understand the effect of fishing patterns using data captured from onboard, 'live' monitoring systems to improve the efficiency of fuel use and procurement of raw material. In the coming years, we will collaborate heavily across the supply chain to obtain more supplier-specific data for our carbon accounting. The fuel consumption of fishing vessels accounts for most of Espersen's emissions. Collaboration is crucial to achieving our Scope 3 target. A further lever could be sourcing a greater proportion of our fish species with lower emission intensity. |
Social responsibility |
Espersen' s sustainability report constitutes our compliance with the Danish statutory disclosure on corporate social responsibility see the Danish Financial Statements Act. Access our sustainability report here: http://www.espersen.com/commitment/sustainability-reports. |
Gender distribution in management |
We strive to ensure that our board members and managers have the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management. At director, senior manager and manager level, 45% are women (49 women out of 108 posts - Group level) and 61% of all employees are women (1,744 women out of 2,860 employees - Group level). One of the five appointed board members is a woman - A. Espersen level (20%). 5 of the Senior Managers are women - A. Espersen level (31%) and 0 of the directors are women - A. Espersen level (0%) |
Espersen Limited (Registered number: 08575152) |
Report of the Director |
for the Year Ended 31 December 2023 |
Our ambition is that our board will become more diverse in gender - In 2023 we once again agreed that we will seek female candidates to help us achieve this goal when recruiting occurs. Develop a strategy to improve a more even gender distribution at all levels of management, hereby: |
- | Ensure that both genders are represented with at least 25% by 2025 of appointed board members. |
- | Ensure that both genders are represented with 35% by 2025 of other managerial positions, senior managers reporting directly to directors. |
In 2023, we enhanced our strategy to improve a more even gender distribution at all levels of management, hereby |
- | Gender-based reporting for alle employees and levels of management across the company (This also includes board of directors and Other managerial positions as defined below). |
- | We were seeking female candidates when recruiting occurred. |
- | Empower all women, hereby ensure women's full and effective participation and equal opportunities for leadership at all levels of decision-making |
No new board members were elected to the Board of Directors during 2023 and there were no changes in the other levels of management. |
5 years overview: |
2023(Base year) |
Board members | 5 |
Women (under-represented gender) | 20% |
Men | 80% |
Goal of underrepresented gender in percentage | 25% |
Year for fulfilment | 2025 |
Other Managerial positions, Directors and senior managers,reporting directly to directors (1 and 2) | 19 |
Women (under-represented gender) | 26% |
Men | 74% |
Goal of underrepresented gender in percentage | 35% |
Year for fulfilment | 2025 |
The number of employees is calculated as the number of full-time employees registered in Espersens HR system. Employee indicators and the share of women in the board of directors, directors, senior managers and all employees are calculated based on headcounts at end of the reporting period. The company's other levels of management include the two levels of management which are below the supreme governing body. Other managerial positions include persons with managerial responsibility, who refer directly to the first level of management below the supreme governing body (e.g., those who handle the day-to-day operations, department managers, team leaders - depending on the company's managerial structure). Directors are defined as the 3 members of the executive management team and senior managers are defined as direct reports to the Directors. |
Data Ethics |
The Group has not expressed a specific Data Ethics policy, as the subject has been found sufficiently covered by the Group's general corporate culture, CSR and privacy policy. However, in 2023 there was extra focus on data privacy and cyber security. |
During 2023, Espersen hired two cyber security specialists to help get Espersen ready for the EU NIS2 directive and help identify vulnerabilities within the use of digitalization. This has included Espersen addressing cyber hygiene within the company. Regarding GDPR, Espersen updated their privacy policy, provided external GDPR courses for relevant personnel and have focused on spreading awareness through training and further education on the subject. In the future, it is expected that more focus and projects within this area will continue into 2024. |
Events after the balance sheet date |
No events have occurred after the year-end closing, which could significantly affect the evaluation of the financial position of the Group and the Parent Company. |
Espersen Limited (Registered number: 08575152) |
Report of the Director |
for the Year Ended 31 December 2023 |
RESULTS |
The company's profit after tax for the period amounted to GBP 23,729. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 |
The directors of the company who held office at the date of approval of this Annual Report as set out beneath confirm that: |
- So far as he is aware, there is no relevant audit information (information needed by the company's auditors in connection with preparing their report) of which the company's auditors are unaware, and |
- He has taken all the steps that he ought to have taken as 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, Krogh & Partners Limited, (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Espersen Limited (Registered number: 08575152) |
Opinion |
We have audited the financial statements of Espersen 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Espersen Limited (Registered number: 08575152) |
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 Report of the Director. |
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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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: |
- | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognize non-compliance with applicable laws and regulations; |
- | we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge of the business; |
- | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, and anti-bribery; |
- | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
Report of the Independent Auditors to the Members of |
Espersen Limited (Registered number: 08575152) |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
- | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; |
- | tested journal entries to identify unusual transactions; |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | enquiring of management as to actual and potential litigation and claims; |
- | reviewing correspondence with HMRC and relevant regulators |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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. |
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. |
for and on behalf of |
823 Salisbury House |
29 Finsbury Circus |
London |
EC2M 5QQ |
Espersen Limited (Registered number: 08575152) |
Income Statement |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING PROFIT |
Interest receivable and similar income |
PROFIT BEFORE TAXATION |
Tax on profit | 3 |
PROFIT FOR THE FINANCIAL YEAR |
Espersen Limited (Registered number: 08575152) |
Other Comprehensive Income |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Espersen Limited (Registered number: 08575152) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 4 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 5 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 7 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
Espersen Limited (Registered number: 08575152) |
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 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2023 |
Espersen Limited (Registered number: 08575152) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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. |
Turnover |
Turnover represents net invoiced sales of service, excluding value added tax. |
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 transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Taxation |
Current tax and deferred taxation, including UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Creditors |
Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors are carried at amortised cost. |
2. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Espersen Limited (Registered number: 08575152) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | 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 |
Tax on profit |
4. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
Deposits | 6,298 | 4,280 |
VAT |
Prepayments |
5. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Tax |
Social security and other taxes |
Other creditors |
Accruals and deferred income |
6. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
7. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | 1 | 1 | 1 |
8. | RELATED PARTY DISCLOSURES |
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. |
Espersen Limited (Registered number: 08575152) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
9. | ULTIMATE PARENT COMPANY |
The immediate parent undertaking is A. Espersen A/S. |
A. Espersen A/S (incorporated in Denmark) is the smallest group to consolidate these financial statements and copies can be obtained from: |
A. Espersen A/S |
Amager Strandvej 403 |
2770 Kastrup |
Denmark |