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COMPANY REGISTRATION NUMBER: 05631719
EFG FOOD & TECH HOLDINGS LIMITED
FINANCIAL STATEMENTS
31 December 2023
EFG FOOD & TECH HOLDINGS LIMITED
FINANCIAL STATEMENTS
Year ended 31 December 2023
CONTENTS
PAGES
Officers and professional advisers
1
Strategic report
2 to 3
Directors' report
4 to 6
Independent auditor's report to the members
7 to 10
Consolidated profit and loss account
11
Consolidated balance sheet
12
Balance sheet
13
Consolidated statement of changes in equity
14
Company statement of changes in equity
15
Consolidated cash flow statement
16
Notes to the financial statements
17 to 33
EFG FOOD & TECH HOLDINGS LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
The board of directors
Mr S Jabbar
Mr S Hussain
Mr R Miah
Mr S Jahan
Company secretary
Mr S Ghafoor
Registered office
E F G Food Technology Park
Llantarnam Way
Llantarnam Industrial Park
Cwmbran
NP44 3GA
Auditor
Kilsby & Williams LLP
Chartered Accountants & statutory auditor
Cedar House
Hazell Drive
Newport
NP10 8FY
EFG FOOD & TECH HOLDINGS LIMITED
STRATEGIC REPORT
Year ended 31 December 2023
Review of the business
The results for the year and the financial position at the year end are considered by the directors to be positive during a period of volatile supply conditions. The principal activity of the group during the year was that of a food wholesaler to the catering trade, wholesalers and general public. The group cares passionately about its customers and tailors its business to suit each to the best of its ability. The group leads the industry with innovation in products and services to ensure ongoing loyal customer relationships based around a genuine understanding of their needs. A key strength of the group is its ability to distribute orders efficiently to a large number of customers and the group continues to invest in new technologies. The directors believe the main performance indicators are turnover and the gross profit margin. Performance of the group was as follows:
2023 2022
£'000 £'000
Turnover 129,380 143,026
Gross Profit (%) 21 18
Operating profit 3,059 3,313
The group continues to concentrate on own-branded lines and hold optimum inventories. Results were impacted by inflationary pressures, volatile supplier pricing, freight costs and increases in the Bank of England Base Rate, but always aims to maintain stable prices for its customers.
Principal risks and uncertainties
The principal risks and uncertainties facing the group are as follows: The industry is extremely competitive during a period of higher inflationary pressures with the market being served by numerous competitors, ranging from national retailers to other independent wholesalers. The group manages this risk by providing fast response times in fulfilling sales orders and hooking customers to its own brand products. The business will also continue to be impacted by Brexit and the current economic situation. The wholesale market has been affected by price increases, transportation cost increases and changing consumer habits. Sales trends are reviewed weekly to enable early action and early signs of potential financial difficulties in customers are identified. Availability of credit and working capital is essential for the group's financial performance. The group closely manages credit terms to ensure that they are met. The directors feel that the group is in a strong position to face any coming uncertainties that may arise.
Future developments
The group is expanding by opening a warehouse in Manchester that provides greater access to northern England and has also succeeded in winning new national grocery customers by leveraging its strategic strengths to selectively provide unique offerings.
Section 172(1) statement
The directors of the Group consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the "Act"), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Group for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act ("s.172"). The Board of EFG Food & Tech Holdings Group (the "Group Board") and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group's strategy and values, as well as reviewing and approving the Group's operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board's decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board's executive directors and the Group's senior leadership team. The directors of the Group therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group's internal governance arrangements as outlined above. In particular, the directors of the Group have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group's strategy, policies and minimum standards are adopted and supported by the Group. The Group's principal activity is food retail, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders.
This report was approved by the board of directors on 30 September 2024 and signed on behalf of the board by:
Mr S Hussain
Director
EFG FOOD & TECH HOLDINGS LIMITED
DIRECTORS' REPORT
Year ended 31 December 2023
The directors present their report and the financial statements of the group for the year ended 31 December 2023 .
Directors
The directors who served the company during the year were as follows:
Mr S Jabbar
Mr S Hussain
Mr R Miah
Mr S Jahan
(Appointed 6 January 2023)
Dividends
Particulars of recommended dividends are detailed in note 13 to the financial statements.
Future developments
The directors aim to maintain the management policies which have resulted in the development of the group in recent years. They believe that the group is well placed in the market and will continue to trade successfully.
Greenhouse gas emissions and energy consumption
Unit
2023
2022
Emissions resulting from Gaseous and other fuels (Scope 1)
tCO2e
24
31
Emissions resulting from transportation (Scope 1)
tCO2e
1,920
1,753
Emissions resulting from the purchase of electricity (Scope 2)
tCO2e
1,122
1,307
-------
-------
Total emissions
tCO2e
3,066
3,091
Total energy consumption
kWh
5,700,548
6,465,752
Intensity metric - tCO2e per £'000 of revenue
2.49
2.20
------------
------------
Methodologies for energy and emissions calculations
Revenue - £129m
The energy consumption information for scope one and scope two measures has been sourced from utilities bills and fuel card drawings data. Since this is the first year of the carbon footprint calculation, it is not possible to publish comparative figures at this time.
The Specific Carbon Consumption (SCC) for the period is calculated at 0.025 TCO2e per £000 of revenue.
EFG Food & Tech Holdings Ltd GHG emissions were assessed and calculated using internal data and emission factors from Defra's Conversion Factors for Company Reporting 2020 for converting energy usage to carbon dioxide equivalent (CO2(e)) emissions. We have followed the methodology in the GHG Protocol Corporate Accounting and Reporting Standard (revised edition). The analysis has used an operational control approach.
Employment of disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the group continues and the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.
Employee involvement
Consultation with employees or their representatives has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made that are likely to affect their interests. Regular meeting are held between local management and employees to allow a free flow of information and ideas.
Financial instruments
The group's principal instruments comprise bank balances, sales financing balances, trade creditors, trade debtors, bank loans and other loans due to/from the group. The main purpose of these instruments is to raise funds and to finance the company's operations.
In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest.
The group manages the liquidity risk of bank loans by ensuring there are sufficient funds to meet the payments.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
The group sources goods from abroad and is therefore subject to foreign exchange fluctuations. The risk is managed by regular monitoring of exchange rates.
Disclosure of information in the strategic report
In accordance with section 414C (11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 we set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; - 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on 30 September 2024 and signed on behalf of the board by:
Mr S Hussain
Director
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EFG FOOD & TECH HOLDINGS LIMITED
Year ended 31 December 2023
Opinion
We have audited the financial statements of EFG Food & Tech Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the consolidated profit and loss account, consolidated balance sheet, balance sheet, consolidated statement of changes in equity, company statement of changes in equity, consolidated cash flow statement and the related notes, 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 group's and of the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 group's or the parent 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. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 the light of the knowledge and understanding of the group and the parent 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 group's and the parent 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 group or the parent 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Ataf Salim
(Senior Statutory Auditor)
For and on behalf of
Kilsby & Williams LLP
Chartered Accountants & statutory auditor
Cedar House
Hazell Drive
Newport
NP10 8FY
30 September 2024
EFG FOOD & TECH HOLDINGS LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 31 December 2023
2023
2022
Note
£000
£000
TURNOVER
4
129,380
143,026
Cost of sales
( 102,469)
( 116,605)
---------
---------
GROSS PROFIT
26,911
26,421
Distribution costs
( 710)
( 983)
Administrative expenses
( 23,515)
( 22,434)
Other operating income
5
890
480
Exceptional expenses
(517)
(171)
--------
--------
OPERATING PROFIT
6
3,059
3,313
Income from shares in group undertakings
86
Income from interests in associates
10
( 39)
( 16)
Share of loss of joint ventures
16
( 1)
( 15)
Interest payable and similar expenses
11
( 1,537)
( 1,013)
--------
--------
PROFIT BEFORE TAXATION
1,568
2,269
Tax on profit
12
( 465)
( 604)
-------
-------
PROFIT FOR THE FINANCIAL YEAR
1,103
1,665
-------
-------
Foreign currency retranslation
( 447)
( 400)
----
-------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
656
1,265
----
-------
Profit for the financial year attributable to:
The owners of the parent company
1,390
1,439
Non-controlling interests
( 287)
226
-------
-------
1,103
1,665
-------
-------
Total comprehensive income for the year attributable to:
The owners of the parent company
943
1,039
Non-controlling interests
( 287)
226
----
-------
656
1,265
----
-------
All the activities of the group are from continuing operations.
EFG FOOD & TECH HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET
31 December 2023
2023
2022
Note
£000
£000
FIXED ASSETS
Intangible assets
14
161
190
Tangible assets
15
38,147
38,183
Investments:
16
Investments in associates
(256)
(218)
Investments in joint-ventures
(43)
(42)
--------
--------
38,009
38,113
CURRENT ASSETS
Stocks
17
12,165
12,971
Debtors
18
19,513
22,733
Cash at bank and in hand
573
630
--------
--------
32,251
36,334
CREDITORS: amounts falling due within one year
20
( 32,134)
( 40,833)
--------
--------
NET CURRENT ASSETS/(LIABILITIES)
117
( 4,499)
--------
--------
TOTAL ASSETS LESS CURRENT LIABILITIES
38,126
33,614
CREDITORS: amounts falling due after more than one year
21
( 8,001)
( 3,731)
PROVISIONS
23
( 4,583)
( 4,467)
--------
--------
NET ASSETS
25,542
25,416
--------
--------
CAPITAL AND RESERVES
Called up share capital
26
30
30
Profit and loss account
27
23,722
23,309
--------
--------
EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT COMPANY
23,752
23,339
NON-CONTROLLING INTERESTS
1,790
2,077
--------
--------
25,542
25,416
--------
--------
These financial statements were approved by the board of directors and authorised for issue on 30 September 2024 , and are signed on behalf of the board by:
Mr S Hussain
Director
Company registration number: 05631719
EFG FOOD & TECH HOLDINGS LIMITED
BALANCE SHEET
31 December 2023
2023
2022
Note
£000
£000
FIXED ASSETS
Tangible assets
15
27,287
27,287
Investments
16
692
692
--------
--------
27,979
27,979
CURRENT ASSETS
Debtors
18
3,835
4,328
Cash at bank and in hand
32
23
-------
-------
3,867
4,351
CREDITORS: amounts falling due within one year
20
( 14,061)
( 16,981)
--------
--------
NET CURRENT LIABILITIES
( 10,194)
( 12,630)
--------
--------
TOTAL ASSETS LESS CURRENT LIABILITIES
17,785
15,349
CREDITORS: amounts falling due after more than one year
21
( 6,636)
( 1,085)
PROVISIONS
23
( 3,266)
( 3,266)
--------
--------
NET ASSETS
7,883
10,998
--------
--------
CAPITAL AND RESERVES
Called up share capital
26
30
30
Profit and loss account
27
7,853
10,968
-------
--------
SHAREHOLDERS FUNDS
7,883
10,998
-------
--------
The loss for the financial year of the parent company was £ 2,585,000 (2022: £ 437,000 profit).
These financial statements were approved by the board of directors and authorised for issue on 30 September 2024 , and are signed on behalf of the board by:
Mr S Hussain
Director
Company registration number: 05631719
EFG FOOD & TECH HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2023
Called up share capital
Profit and loss account
Equity attributable to the owners of the parent company
Non-controlling interests
Total
£000
£000
£000
£000
£000
AT 1 JANUARY 2022
30
22,270
22,300
1,851
24,151
Profit for the year
1,439
1,439
226
1,665
Other comprehensive income for the year:
Foreign currency retranslation
( 400)
( 400)
( 400)
----
--------
--------
-------
--------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
1,039
1,039
226
1,265
AT 31 DECEMBER 2022
30
23,309
23,339
2,077
25,416
Profit for the year
1,390
1,390
( 287)
1,103
Other comprehensive income for the year:
Foreign currency retranslation
( 447)
( 447)
( 447)
----
--------
--------
-------
--------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
943
943
( 287)
656
Dividends paid and payable
13
( 530)
( 530)
( 530)
----
----
----
----
----
TOTAL INVESTMENTS BY AND DISTRIBUTIONS TO OWNERS
( 530)
( 530)
( 530)
----
--------
--------
-------
--------
AT 31 DECEMBER 2023
30
23,722
23,752
1,790
25,542
----
--------
--------
-------
--------
EFG FOOD & TECH HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2023
Called up share capital
Profit and loss account
Total
£000
£000
£000
AT 1 JANUARY 2022
30
10,531
10,561
Profit for the year
437
437
----
--------
--------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
437
437
AT 31 DECEMBER 2022
30
10,968
10,998
Loss for the year
( 2,585)
( 2,585)
----
--------
--------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
( 2,585)
( 2,585)
Dividends paid and payable
13
( 530)
( 530)
----
----
----
TOTAL INVESTMENTS BY AND DISTRIBUTIONS TO OWNERS
( 530)
( 530)
----
-------
-------
AT 31 DECEMBER 2023
30
7,853
7,883
----
-------
-------
EFG FOOD & TECH HOLDINGS LIMITED
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December 2023
2023
2022
Note
£000
£000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the financial year
1,103
1,665
Adjustments for:
Depreciation of tangible assets
1,365
1,153
Amortisation of intangible assets
29
25
Income from shares in group undertakings
( 86)
Income from interests in associates
39
16
Share of profit of joint ventures
1
15
Interest payable and similar expenses
1,537
1,013
(Gains)/loss on disposal of tangible assets
( 9)
15
Tax on (loss)/profit
465
604
Accrued (income)/expenses
( 687)
239
Changes in:
Stocks
806
( 430)
Trade and other debtors
2,432
( 4,971)
Trade and other creditors
( 2,393)
4,908
-------
-------
Cash generated from operations
4,602
4,252
Interest paid
( 1,537)
( 1,013)
Tax paid
( 266)
( 462)
-------
-------
Net cash from operating activities
2,799
2,777
-------
-------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of tangible assets
( 1,160)
( 914)
Proceeds from sale of tangible assets
325
26
Acquisition of subsidiaries
( 105)
Proceeds from sale of subsidiaries
86
-------
-------
Net cash used in investing activities
( 749)
( 993)
-------
-------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
770
Repayments of borrowings
( 441)
( 389)
Repayments of loans from participating interests
( 73)
( 74)
Payments of finance lease liabilities
( 1,739)
( 1,247)
Directors loan account movements
(81)
(752)
-------
-------
Net cash used in financing activities
( 2,334)
( 1,692)
-------
-------
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
( 284)
92
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
(6,144)
(6,236)
-------
-------
CASH AND CASH EQUIVALENTS AT END OF YEAR
19
( 6,428)
( 6,144)
-------
-------
EFG FOOD & TECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2023
1. GENERAL INFORMATION
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is E F G Food Technology Park, Llantarnam Way, Llantarnam Industrial Park, Cwmbran, NP44 3GA.
2. STATEMENT OF COMPLIANCE
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the group financial statements of EFG Food & Tech Holdings Limited. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) No cash flow statement has been presented for the company. (b) No profit and loss account has been presented for the company.
Consolidation
The financial statements consolidate the financial statements of EFG Food & Tech Holdings Limited and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Non-controlling interests
Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination.
The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Useful economic life of tangible fixed assets The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. Stock provision A provision has been included for any stock lines which are expected to be sold for less than the cost they are held at in the accounts. The difference between the amount the stock is expected to be sold for and the amount it is held at in the accounts has been calculated and provided for.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
12% straight line
Patents, trademarks and licences
-
33% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Bills of exchange
The group has in place with its bankers, a bill of exchange facility. Under this facility, a bill fo exchange is written binding the group to pay a fixed sum to another party at some point in the future. As the group remains liable for the payables, it recognises the payable in the balance sheet with exchanges under the facility treated as a separate liability.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Freehold property
-
2% straight line on buildings and nil on land
Short Leasehold property
-
over life of the lease
Plant and machinery
-
15% reducing balance
Fixtures and Fittings
-
20% reducing balance
Motor vehicles
-
25% reducing balance
Computer equipment
-
33 % reducing balance
Investment property
Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure. Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Investments in joint ventures
Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Finance leases and hire purchase contracts
Assets held under finance leases and hire purchase contracts are recognised in the balance sheet as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the balance sheet and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. TURNOVER
Turnover arises from:
2023
2022
£000
£000
Sale of goods
129,380
143,026
---------
---------
The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2023
2022
£000
£000
United Kingdom
121,010
135,323
Overseas
8,370
7,703
---------
---------
129,380
143,026
---------
---------
5. OTHER OPERATING INCOME
2023
2022
£000
£000
Other operating income
890
480
----
----
6. OPERATING PROFIT
Operating profit or loss is stated after charging/crediting:
2023
2022
£000
£000
Amortisation of intangible assets
29
25
Depreciation of tangible assets
1,390
1,127
(Gains)/loss on disposal of tangible assets
( 9)
15
Impairment of trade debtors
433
634
-------
-------
7. AUDITOR'S REMUNERATION
2023
2022
£000
£000
Fees payable for the audit of the financial statements
8
8
----
----
Fees payable to the company's auditor and its associates for other services:
Taxation compliance services
2
2
----
----
8. STAFF COSTS
The average number of persons employed by the group during the year, including the directors, amounted to:
2023
2022
No.
No.
Number of staff
797
760
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2023
2022
£000
£000
Wages and salaries
12,168
11,344
Social security costs
823
842
Other pension costs
125
388
--------
--------
13,116
12,574
--------
--------
There were nil employees employed by the joint-venture during the year to 2023.
9. DIRECTORS' REMUNERATION
The directors' aggregate remuneration in respect of qualifying services was:
2023
2022
£000
£000
Remuneration
290
180
----
----
10. INCOME FROM INTERESTS IN ASSOCIATES
2023
2022
£000
£000
Dividends from interests in associates
(39)
(16)
----
----
11. INTEREST PAYABLE AND SIMILAR EXPENSES
2023
2022
£000
£000
Interest on banks loans and overdrafts
644
416
Interest on obligations under finance leases and hire purchase contracts
163
105
Other interest payable and similar charges
730
492
-------
-------
1,537
1,013
-------
-------
12. TAX ON (LOSS)/PROFIT
Major components of tax expense/(income)
2023
2022
£000
£000
Current tax:
UK current tax expense
350
84
Adjustments in respect of prior periods
( 1)
( 27)
----
----
Total current tax
349
57
----
----
Deferred tax:
Origination and reversal of timing differences
116
547
----
----
Tax on (loss)/profit
465
604
----
----
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 23.50 % (2022: 19 %).
2023
2022
£000
£000
Profit on ordinary activities before taxation
1,568
2,269
-------
-------
Profit on ordinary activities by rate of tax
369
431
Adjustment to tax charge in respect of prior periods
9
Effect of expenses not deductible for tax purposes
102
250
Effect of capital allowances and depreciation
22
18
Effect of different UK tax rates on some earnings
12
130
Utilisation of tax losses
( 50)
Rounding on tax charge
( 1)
( 27)
Super deduction
(1)
(109)
Overseas tax differences
3
(101)
Tax on associates / joint ventures
9
3
-------
-------
Tax on (loss)/profit
465
604
-------
-------
13. DIVIDENDS
2023
2022
£000
£000
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )
530
----
----
14. INTANGIBLE ASSETS
Group
Goodwill
Patents, trademarks and licences
Total
£000
£000
£000
Cost
At 1 January 2023 and 31 December 2023
1,819
12
1,831
-------
----
-------
Amortisation
At 1 January 2023
1,637
4
1,641
Charge for the year
28
1
29
-------
----
-------
At 31 December 2023
1,665
5
1,670
-------
----
-------
Carrying amount
At 31 December 2023
154
7
161
-------
----
-------
At 31 December 2022
182
8
190
-------
----
-------
The company has no intangible assets.
15. TANGIBLE ASSETS
Group
Land and buildings
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Assets under construction
Total
£000
£000
£000
£000
£000
£000
Cost
At 1 Jan 2023
30,795
5,907
3,985
5,973
819
47,479
Additions
1
1,047
191
406
1,645
Disposals
( 160)
( 26)
( 242)
( 428)
Transfers
819
(819)
--------
-------
-------
-------
----
--------
At 31 Dec 2023
30,796
6,794
4,969
6,137
48,696
--------
-------
-------
-------
----
--------
Depreciation
At 1 Jan 2023
167
3,612
2,908
2,609
9,296
Charge for the year
9
241
310
805
1,365
Disposals
( 26)
( 6)
( 80)
( 112)
--------
-------
-------
-------
----
--------
At 31 Dec 2023
176
3,827
3,212
3,334
10,549
--------
-------
-------
-------
----
--------
Carrying amount
At 31 Dec 2023
30,620
2,967
1,757
2,803
38,147
--------
-------
-------
-------
----
--------
At 31 Dec 2022
30,628
2,295
1,077
3,364
819
38,183
--------
-------
-------
-------
----
--------
Company
Investment property
Leasehold Investment property
Total
£000
£000
£000
Cost
At 1 January 2023 and 31 December 2023
23,533
3,754
27,287
--------
-------
--------
Depreciation
At 1 January 2023 and 31 December 2023
--------
-------
--------
Carrying amount
At 31 December 2023
23,533
3,754
27,287
--------
-------
--------
At 31 December 2022
23,533
3,754
27,287
--------
-------
--------
The investment property balances are based on valuations carried out on an open mark basis in 2022 and 2020, by independent firm Colliers International Valuation UK LLP. The directors are in the opinion that the value of the revalued properties is not materially misstated at the balance sheet date.
Tangible assets held at valuation
The UK freehold properties were valued on an open market basis in January 2022 by independent firm Colliers International Valuation UK LLP. The leasehold properties were valued on an open market basis in 2020 by independent firm Colliers International Valuation UK LLP. The directors are in the opinion that the value of the revalued properties is not materially misstated at the balance sheet date. The Bangladesh freehold properties were valued on an open market basis in January 2024 by independent firm, Pacific (BD) Inspection Services.
In respect of tangible assets held at valuation, aggregate cost, depreciation and comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
Group
Land and buildings
£000
At 31 December 2023
Aggregate cost
17,682
Aggregate depreciation
(2,605)
--------
Carrying value
15,077
--------
At 31 December 2022
Aggregate cost
17,681
Aggregate depreciation
(2,340)
--------
Carrying value
15,341
--------
The company has no tangible assets held at valuation.
Finance leases and hire purchase contracts
Included within the carrying value of tangible assets are the following amounts relating to assets held under finance leases or hire purchase agreements:
Group
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Total
£000
£000
£000
£000
At 31 December 2023
355
1,073
2,342
3,770
----
-------
-------
-------
At 31 December 2022
329
846
2,845
4,020
----
-------
-------
-------
The company has no tangible assets held under finance lease or hire purchase agreements.
16. INVESTMENTS
Group
Interests in associates
Joint ventures
Total
£000
£000
£000
Share of net assets/cost
At 1 January 2023
( 218)
( 42)
( 260)
Share of profit or loss
( 62)
( 1)
( 63)
Movements in equity
( 4)
( 4)
Other movements
28
28
----
----
----
At 31 December 2023
( 256)
( 43)
( 299)
----
----
----
Impairment
At 1 January 2023 and 31 December 2023
----
----
----
Carrying amount
At 31 December 2023
( 256)
( 43)
( 299)
----
----
----
At 31 December 2022
( 218)
( 42)
( 260)
----
----
----
Company
Shares in group undertakings
£000
Cost
At 1 January 2023 and 31 December 2023
742
----
Impairment
At 1 January 2023 and 31 December 2023
50
----
Carrying amount
At 1 January 2023 and 31 December 2023
692
----
At 31 December 2022
692
----
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:
Registered office
Class of share
Percentage of shares held
Subsidiary undertakings
Euro Foods Group Limited
Ordinary
100
Euro Foods (UK) Limited
Ordinary
77.5
Euroasia Food Processing (BD) Limited
Bangladesh
Ordinary
59
Masala Shrimps Limited
Bangladesh
Ordinary
59
Euro Foods Group Inc.
USA
Ordinary
85
Just-Build UK. Ltd
Ordinary
75
Only You Limited
Ordinary
67
Other significant holdings
Horizon Seafoods Limited
Bangladesh
Ordinary
49
Saidowla (PVT) Enterprise Limited
Bangladesh
Ordinary
49
RSJ Group Holdings Limited
Ordinary
50
17. STOCKS
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Stock
12,165
12,971
--------
--------
----
----
18. DEBTORS
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Trade debtors
12,006
12,684
Amounts owed by group undertakings
1,972
1,493
Amounts owed by undertakings in which the company has a participating interest
2,305
2,369
938
938
Prepayments and accrued income
920
2,101
Directors loan account
277
280
Other debtors
4,282
5,302
925
1,617
--------
--------
-------
-------
19,513
22,733
3,835
4,328
--------
--------
-------
-------
Company Included within amounts owed by group undertakings are amounts totalling £1,486,807 (2022 - £1,066,784) which are owed by group companies that have net liabilities on their balance sheet. Amounts owed by participating interest for the company totalling £709,046 (2022 - £83,844) are debts owed by a related company which has net liabilities on their balance sheet. Whilst the debts are technically due on demand, a proportion will be paid after more than one year. The company is fully supportive of these related companies and will provide continued financial resources to ensure they remain profitable. Provisions have been made against any amounts deemed unrecoverable.
19. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise the following:
2023
2022
£000
£000
Cash at bank and in hand
573
630
Bank overdrafts
( 7,001)
( 6,774)
-------
-------
( 6,428)
( 6,144)
-------
-------
20. CREDITORS: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Bank loans and overdrafts
8,464
14,041
1,274
7,074
Trade creditors
17,108
19,880
Bills of exchange payable
2,499
1,554
Amounts owed to group undertakings
11,905
9,332
Amounts owed to undertakings in which the company has a participating interest
67
204
Accruals and deferred income
986
1,673
113
81
Corporation tax
329
246
451
209
Social security and other taxes
891
788
138
237
Obligations under finance leases and hire purchase contracts
1,249
1,410
Director loan accounts
173
170
Other taxes
89
710
Other creditors
279
327
10
48
--------
--------
--------
--------
32,134
40,833
14,061
16,981
--------
--------
--------
--------
The bank loans are secured by fixed charges over the company's investment properties.
The finance leases and hire purchase contracts are secured on the assets to which they relate.
21. CREDITORS: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Bank loans and overdrafts
7,053
1,690
6,636
1,085
Obligations under finance leases and hire purchase contracts
948
2,041
-------
-------
-------
-------
8,001
3,731
6,636
1,085
-------
-------
-------
-------
The bank loans are secured by fixed charges over the company's investment properties.
The finance leases and hire purchase contracts are secured on the assets to which they relate.
Included within creditors: amounts falling due after more than one year is an amount of £6,167,959 (2022: £775,286) for the group and £6,167,959 (2022: £640,584) for the company in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.
22. FINANCE LEASES AND HIRE PURCHASE CONTRACTS
The total future minimum lease payments under finance leases and hire purchase contracts are as follows:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Not later than 1 year
1,249
1,411
Later than 1 year and not later than 5 years
948
1,905
Later than 5 years
135
-------
-------
----
----
2,197
3,451
-------
-------
----
----
23. PROVISIONS
Group
Deferred tax (note 24)
£000
At 1 January 2023
4,466
Additions
200
Charge against provision
( 83)
-------
At 31 December 2023
4,583
-------
Company
Deferred tax (note 24)
£000
At 1 January 2023
3,266
-------
At 31 December 2023
3,266
-------
24. DEFERRED TAX
The deferred tax included in the balance sheet is as follows:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Included in provisions (note 23)
4,583
4,467
3,266
3,266
-------
-------
-------
-------
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Accelerated capital allowances
1,137
990
Revaluation of tangible assets
3,506
3,535
3,266
3,266
Provisions
2
Deferred tax - other timing differences
(62)
(58)
-------
-------
-------
-------
4,583
4,467
3,266
3,266
-------
-------
-------
-------
25. EMPLOYEE BENEFITS
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 125,453 (2022: £ 387,713 ).
26. CALLED UP SHARE CAPITAL
Issued, called up and fully paid
2023
2022
No.
£000
No.
£000
Ordinary shares of £ 1 each
30,000
30
30,000
30
--------
----
--------
----
27. RESERVES
Called up share capital - Represents the nominal value of shares that have been issued. Profit and loss account - This reserve records retained earnings and accumulated losses. Included within the profit and loss reserve of the parent company, is £9,982,217 relating to fair value gains on Investment property held. Included within the profit and loss reserve of the group company, is £12,654,702 relating to revaluation gains on property held.
28. ANALYSIS OF CHANGES IN NET DEBT
At 1 Jan 2023
Cash flows
At 31 Dec 2023
£000
£000
£000
Cash at bank and in hand
630
(57)
573
Bank overdrafts
(6,774)
(227)
(7,001)
Debt due within one year
(8,881)
5,929
(2,952)
Debt due after one year
(3,731)
(4,270)
(8,001)
--------
-------
--------
( 18,756)
1,375
( 17,381)
--------
-------
--------
29. OPERATING LEASES
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Not later than 1 year
1,465
1,475
Later than 1 year and not later than 5 years
1,951
2,774
-------
-------
----
----
3,416
4,249
-------
-------
----
----
30. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES
During the year the directors entered into the following advances and credits with the company and its subsidiary undertakings:
2023
Balance brought forward
Advances/ (credits) to the directors
Amounts repaid
Balance outstanding
£000
£000
£000
£000
Mr S Jabbar
( 1)
3
( 53)
( 51)
Mr S Hussain
268
138
( 397)
9
Mr R Miah
10
( 77)
( 67)
Mr S Jahan
( 64)
( 64)
----
----
----
----
277
141
( 591)
( 173)
----
----
----
----
2022
Balance brought forward
Advances/ (credits) to the directors
Amounts repaid
Balance outstanding
£000
£000
£000
£000
Mr S Jabbar
( 75)
75
( 1)
( 1)
Mr S Hussain
( 385)
713
( 60)
268
Mr R Miah
( 15)
25
10
Mr S Jahan
----
----
----
----
( 475)
813
( 61)
277
----
----
----
----
EFG FOOD & TECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (continued)
Year ended 31 December 2023
31. RELATED PARTY TRANSACTIONS
Group
In accordance with FRS 102, transactions with other wholly owned group companies, that are included within the ultimate parent undertaking's financial statements, are not disclosed. Included within debtors/(creditors) due within one year are the following amounts due from/(to) the following companies.
2023 2022
£000 £000
Amounts owed by participating interests:
Saidowla (Pvt) Enterprise Limited (associate) 1,338 1,200
Horizon Seafoods Limited (associate) 437 460
RSJ Group Holdings Limited (joint venture) 709 709
---------- ----------
2,484 2,369
---------- ----------
Amounts due to participating interests:
Saidowla (Pvt) Enterprise Limited (associate) (67) (204)
---------- ----------
(67) (204)
---------- ----------
Amounts included in other debtors:
S & B Developments Limited (common director) 1,030 626
---------- ----------
1,030 626
---------- ----------
Amounts included in other creditors:
Rosemco Foods Ltd (common director) (716)
---------- ----------
(716)
---------- ----------
The above loans are interest free and repayable on demand. The group made the following sales and purchases from the following related parties during the year.
2023 2022
Sales Purchases Sales Purchases
£'000 £'000 £ £
S & B Developments Limited (common director) 466 626
Saidowla (Pvt) Enterprise Limited (associate) 517 779
Rosemco Foods Ltd (common director) 4,429 4,316
In connection with the group's banking facilities, a director has given personal guarantee of £11,000,000.
32. CONTROLLING PARTY
The ultimate controlling party is considered to be Mr S Hussain by virtue of his controlling interest in EFG Food & Tech Holdings Limited.