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Company Information
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Contents
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Directors' report
For the 13 month period ended 31 December 2023
The directors present their annual report and the financial statements of AI Charlie UK Bidco Limited ('the company') for the 13 month period ended 31 December 2023.
The loss for the 13 month period, after taxation, amounted to £793k.
The directors do not recommend a dividend.
The directors who served during the 13 month period were:
The directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the period ended 31 December 2023.
In discharging their duties in relation to s172(1) of the Companies Act 2006, the directors have paid regard to the following matters:
∙the likely consequences of any decision in the long-term, such as strategic planning and business development opportunities;
∙the interests of the group's employees including health and safety, employee involvement and initiatives, diversity, inclusion and gender pay gap issues;
∙the need to foster relationships with suppliers, customers and others;
∙the need to act fairly between members of the company;
∙the impact of the subsidiary company's operations on the community and the environment; and
∙the desirability of the company maintaining a reputation for high standards of business conduct including adoption of corporate governance standards, training of directors and whistleblowing reporting.
As the company is a wholly owned subsidiary of the IRCA group of companies, the company's directors discharge their duties within policies, procedures and authorisation limits set out on a group-wide basis. The directors of this company also achieve this through attendance at relevant executive meetings, involvement in executive briefings and training, and through having responsibility for implementation of group-wide initiatives to promote best practice.
The company, as a qualifying entity, has taken advantage of the exemption from including its SECR requirements in these
financial statements. The company has consumed less than 40MW and as such is a low energy user.
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Directors' report (continued)
For the 13 month period ended 31 December 2023
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable 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.
There have been no significant events affecting the company since the year end.
This report was approved by the board and signed on its behalf.
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Strategic report
For the 13 month period ended 31 December 2023
The directors present their Strategic report for the period ended 31 December 2023.
The company is an intermediate holding company. In the period, the company acquired IRCA Manufacturing UK Limited (previously Kerry Sweet & Cereals Limited).
The principal activity of the company is to act as a holding company and therefore its principal risks relate to the carrying value of the investments that the company owns.
To manage the risk, the company periodically reviews the financial statements of those companies in which it holds investments.
Given the nature of the business, the directors are of the opinion that the use of key performance indicators for the understanding of the performance of this company is not necessary.
This report was approved by the board and signed on its behalf.
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Independent auditor's report to the members of AI Charlie UK Bidco Limited
For the 13 month period ended 31 December 2023
We have audited the financial statements of AI Charlie UK Bidco Limited (the 'company') for the 13 month period ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity 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 Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.
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Independent auditor's report to the members of AI Charlie UK Bidco Limited (continued)
For the 13 month period ended 31 December 2023
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 13 month period 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.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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Independent auditor's report to the members of AI Charlie UK Bidco Limited (continued)
For the 13 month period ended 31 December 2023
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:
How the audit was considered capable of detecting irregularities due to fraud Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with directors and other management at the planning stage, and from our knowledge and experience of intermediate holding companies;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; 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.
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; and
∙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;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance; and
∙enquiring of management as to actual and potential litigation and claims.
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Independent auditor's report to the members of AI Charlie UK Bidco Limited (continued)
For the 13 month period ended 31 December 2023
Auditor's responsibilities for the audit of the financial statements (continued)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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.
for and on behalf of
Statutory Auditor
130 Wood Street
EC2V 6DL
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Statement of comprehensive income
For the 13 month period ended 31 December 2023
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Statement of financial position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 17 form part of these financial statements.
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Statement of changes in equity
For the 13 month period ended 31 December 2023
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Notes to the financial statements
For the 13 month period ended 31 December 2023
AI Charlie UK Bidco Limited is a private company limited by shares and incorporated in England and Wales. The registered office is Airfield Industrial Estate, Pocklington, York, YO42 1NR. The registration number is 14545772.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The financial statements have been prepared for the 13 month period started 16 December 2022 and ended 31 December 2023.
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 74A(b) of IAS 16
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information is included in the consolidated financial statements of AI Tiramisu (Luxembourg) Midco 4 Sarl as at 31 December 2023 and these financial statements may be obtained from IRCA Group HQ, Viale Danimarca, 30, 21013 Gallarate VA, Italy.
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Notes to the financial statements
For the 13 month period ended 31 December 2023
2.Accounting policies (continued)
The company has net current liabilities at the reporting date and is currently dependent upon the financial support of a group company, AI Tiramisu (Luxembourg) Midco 4 Sarl ('Midco 4').
Creditors payable in less than one year consist solely of amounts payable to Midco 4. The directors have received confirmation from Midco 4 that it will continue to provide financial support to the company for a period of at least twelve months from the date of approval of these financial statements. The directors also have no reason to believe that this support will not be forthcoming. Having regard for the foregoing, the directors consider it appropriate to prepare the financial statements on the going concern basis. The financial statements therefore do not include any adjustments that would result from the withdrawal of support from Midco 4.
Functional and presentation currency
Transactions and balances
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like loans from related parties and investments in ordinary shares.
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Notes to the financial statements
For the 13 month period ended 31 December 2023
Impairment of investment The directors assess the potential impairment of investments whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors considered that could trigger an impairment review include:
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Notes to the financial statements
For the 13 month period ended 31 December 2023
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Notes to the financial statements
For the 13 month period ended 31 December 2023
8.Taxation (continued)
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Notes to the financial statements
For the 13 month period ended 31 December 2023
Share premium account
Profit and loss account
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Notes to the financial statements
For the 13 month period ended 31 December 2023
The immediate parent company is AI Tiramisu (Luxembourg) Midco 4 Sarl and the ultimate parent company is AI Tiramisu (Luxembourg) Midco 3 Sarl, both companies registered in Luxembourg. The registered office of AI Tiramisu (Luxembourg) Midco 3 Sarl is rue 124 boulevard de la Petrusse.
The smallest group of undertakings, of which the company is a member, for which consolidated financial statements are prepared is that headed by AI Tiramisu (Luxembourg) Midco 3 Sarl and these financial statements may be obtained from rue 124 boulevard de la Petrusse. The directors do not believe that there is an ultimate controlling party.
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