Company registration number SC302951 (England and Wales)
WESTON IMPORTERS LTD.
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
WESTON IMPORTERS LTD.
COMPANY INFORMATION
Directors
H De Almeida Cedro
M Dos Santos
T David
R Marcal Filho
(Appointed 13 July 2023)
Secretary
Intertrust (UK) Limited
Company number
SC302951
Registered office
C/o Brodies LLP Capital Square
58 Morrison Street
Edinburgh
EH3 8BP
Auditor
Ensors Accountants LLP
Victory House
Vision Park
Chivers Way, Histon
Cambridge
CB24 9ZR
WESTON IMPORTERS LTD.
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Income statement
10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 32
WESTON IMPORTERS LTD.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
The 2023 total reported sales volume decreased by 30%, partly reversing the peak in shipments to the far east in 2022.
The health & safety of our customers, employees, visitors, and suppliers has been our number one priority which has governed and directed our actions throughout this period.
The Directors have reviewed the business operations, and with the ongoing support of the ultimate parent company, have developed plans to maintain the sales in world markets and ensure the Company improves performance.
Principal risk and uncertainties
Food commodity prices
The Company continually monitors commodity prices carefully and utilises forward purchasing agreements and exchange contracts where appropriate to manage the impact of adverse price / exchange movements.
Customer retention
We manage customer retention through the provision of added value services to our customers, improving response times in the supply of products, the prompt & efficient handling of customer queries and ultimately maintaining strong relationships with all external stakeholders.
Development and performance
The Directors consider that the financial position of the Company remains strong. The company continues to maintain a strong financial position with net assets of $65,643k as compared to $56,992k in the prior year.
Key performance indicators
The directors manage and monitor the business using key performance indicators. These are turnover, operating profit margins and pre-tax profit margins.
Following the reduction in sales and reduction of direct costs, the operating profit remained at similar level of 0.8%.
The Directors consider that there are no non-financial key performance indicators.
WESTON IMPORTERS LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Section 172(1) of the companies act 2006
The companies (Miscellaneous Reporting) Regulations 2018, requires qualifying companies to publish a statement explaining how the directors have had regard to matters set out in section 172(1)(a) to (f) of the Companies Act 2006 in performing their duties under section 172 of the companies act 2006.
In accordance with section 172, the board of directors confirm that they have acted in a way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders. The paragraphs below summarise how the Directors have had regard to the matters set out in section 172(1) (a) to (f) of the 2006 Act.
The likely long-term consequences of decisions
The Company operates with an extended timeline & evaluates the consequences of significant decisions for the business several years into the future. Due consideration is given to the consequences of these decisions on the profitability of the business, the ability to provide a consistently improving environment for employees & the likely developments in local & world markets.
The board closely manage the activities of the business whilst maintaining strong financial disciplines and controls to ensure that whatever the prevailing economic conditions, the business can operate well withing available financing facilities.
Need to foster business relationships
The Company is acutely aware of the need to foster & maintain mutually beneficial relationships in order to achieve sustainable business success. Customer relationships are encouraged at all levels of the business with a focus on customer service at all times. Our strong customer retention indicates that the structure & strategy in place is successful.
The desirability of the company maintaining a reputation of high standards of business conduct
The company is firmly convinced that ethics and transparency in all relations are fundamental issues, and continuously strives to enhance these values by providing employees and target audiences, such as supplies, with instructions and guidelines on good behaviour and good conduct.
We are committed to continually improving our ethical and transparency practices. These efforts are concentrated in our group wide compliance program, which all employees are required to complete on a routine basis.
The interests of the Company's employees
The Company strives to provide a safe and stimulating working environment for its employees. Our intention is to provide sustainable employment conditions over time and to have staff benefit from the success of the company in the short and long term. The company aims to be a supporter of local employment and is committed to providing opportunities and training to younger staff.
We believe that as a significant proportion of our employees have been with the company for an extended period of time is a testament to the fact that we are meeting these goals.
WESTON IMPORTERS LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Company's operations on the community and the environment
Sustainability is one of our key pillars of the business strategy. Given the importance of this theme, decisions in this area are made by the board of directors, supported by the sustainability committee, formed by specialists in this area.
Product origin – The Marfrig group is committed to ensuring that by 2025, our production chain is 100% sustainable and free of legal & illegal deforestation.
Climate change – We are the first beef protein company in the Americas to be included in the CDP’s “A List” in the category of climate change.
Animal Welfare – In line with NAMI standards, we audit 100% of our slaughterhouses for animal welfare, bringing forward our 2025 target by three years.
Use of natural resources – With water and wastewater infrastructure management improvements have resulted in an increase in water efficiency of 3% when compared to 2022.
Disposal of effluents & residues – Marfrig have reduced the generation of non hazardous waste by a total sum of 9,236 tons across all operations.
Social responsibility – programs and actions along the supply chain aiming to respect and ensure the proper reconciliation of production with the well-being of employees, as well as communities and traditional populations that live around our operations, aiming to migrate risks and maximize social and economic positive impacts.
The need to act fairly between shareholders
This is at the heart of the culture of the business and the board always seek to ensure fairness between the different members of the group.
This strategic report was approved by order of the board.
H De Almeida Cedro
Director
27 September 2024
WESTON IMPORTERS LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of the purchase, importation and sales of animal protein food products.
Results and dividends
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to $25,000,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
H De Almeida Cedro
M Dos Santos
T David
R Marcal Filho
(Appointed 13 July 2023)
Financial instruments
Financial risk management
The company's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk, liquidity risk, exchange risk and interest rate risk. The company along with its ultimate parent has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs.
The company's policy on funding capacity is to ensure that they always have sufficient long term funding and committed bank facilities in place to meet foreseeable requirements.
All loans and leases arranged by the company are at a fixed rate.
The company does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied.
WESTON IMPORTERS LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Exchange rate risk
The company trades with suppliers and customers in a number of foreign currencies which gives rise to exchange rate risk. The company manages this risk by entering into forward contracts with its banks to buy/sell currencies for USD ($).
Credit risk
The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual customer is subject to a limit, which is reassessed annually.
Employees
Weston Importers Limited is committed to the principal of equal opportunity in employment and to the health and safety of all employees.
The Company's employment policies for recruitment, selection, training, development and promotion are designed to ensure that no job applicant or employee receives less favourable treatment on the grounds of race, colour, nationality, ethnic or nation origin, religion, age, sex or marital status.
The directors recognise the importance of suitable induction and ongoing training for all employees.
The company is committed to involve all employees in the performance and development of the company. Employees are encouraged to discuss with management matters affecting the day to day running of the company. 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 members of staff becoming disabled every effort is made to ensure that their employment with the company continues and the appropriate training is arranged. It is the policy of the company 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.
Post reporting date events
Subsequent to the balance sheet date, the company has repaid its inter company loans earlier than maturity date and received early payment of inter company loans from fellow group companies. More detail is outlined in note 25 of these financial statements.
Auditor
In accordance with the company's articles, a resolution proposing that Ensors Accountants LLP be reappointed as auditor of the company will be put at a General Meeting.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
WESTON IMPORTERS LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 FRS 101 Reduced Disclosure Framework (International Financial Reporting Standards (as adopted by the EU) and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors confirm that they have complied with the above requirements in preparing the financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
H De Almeida Cedro
Director
27 September 2024
WESTON IMPORTERS LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WESTON IMPORTERS LTD.
- 7 -
Opinion
We have audited the financial statements of Weston Importers Ltd. (the 'company') for the year ended 31 December 2023 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework' (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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
WESTON IMPORTERS LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WESTON IMPORTERS LTD. (CONTINUED)
- 8 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
WESTON IMPORTERS LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WESTON IMPORTERS LTD. (CONTINUED)
- 9 -
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.
Jayson Lawson
Senior Statutory Auditor
For and on behalf of Ensors Accountants LLP
9 October 2024
Chartered Accountants
Statutory Auditor
Victory House
Vision Park
Chivers Way, Histon
Cambridge
CB24 9ZR
WESTON IMPORTERS LTD.
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
$'000
$'000
Revenue
3
2,159,459
3,096,259
Cost of sales
(2,131,143)
(3,065,231)
Gross profit
28,316
31,028
Administrative expenses
(10,052)
(6,369)
Operating profit
4
18,264
24,659
Investment income
8
130,179
117,087
Finance costs
9
(109,509)
(100,897)
Profit before taxation
38,934
40,849
Tax on profit
10
(5,283)
(8,066)
Profit for the financial year
33,651
32,783
The Income Statement has been prepared on the basis that all operations are continuing.
WESTON IMPORTERS LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
$'000
$'000
Profit for the year
33,651
32,783
Other comprehensive income
-
-
Items that will be reclassified subsequently to profit and loss
Total comprehensive income for the year
33,651
32,783
WESTON IMPORTERS LTD.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
as restated
Notes
$'000
$'000
$'000
$'000
Non-current assets
Property, plant and equipment
12
158
174
Investments
13
2,739
158
2,913
Current assets
Inventories
15
27,043
23,448
Trade and other receivables falling due after more than one year
16
3,376,108
2,965,703
Trade and other receivables falling due within one year
16
334,091
622,106
Cash and cash equivalents
224,305
153,405
3,961,547
3,764,662
Current liabilities
17
(1,187,987)
(871,433)
Net current assets
2,773,560
2,893,229
Total assets less current liabilities
2,773,718
2,896,142
Non-current liabilities
18
(2,708,075)
(2,839,150)
Net assets
65,643
56,992
Equity
Called up share capital
23
29,767
29,767
Share premium account
28,799
28,799
Currency translation reserve
(14,762)
(14,762)
Retained earnings
21,839
13,188
Total equity
65,643
56,992
The financial statements were approved by the board of directors and authorised for issue on 27 September 2024 and are signed on its behalf by:
H De Almeida Cedro
Director
Company Registration No. SC302951
WESTON IMPORTERS LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Currency translation reserve
Retained earnings
Total
Notes
$'000
$'000
$'000
$'000
$'000
Balance at 1 January 2022
29,767
28,799
(14,762)
13,405
57,209
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
32,783
32,783
Dividends
11
-
-
-
(33,000)
(33,000)
Balance at 31 December 2022
29,767
28,799
(14,762)
13,188
56,992
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
33,651
33,651
Dividends
11
-
-
-
(25,000)
(25,000)
Balance at 31 December 2023
29,767
28,799
(14,762)
21,839
65,643
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information
Weston Importers Ltd. is a private company limited by shares incorporated in Scotland and domiciled in England and Wales. These financial statements cover the individual entity. The registered office is C/o Brodies LLP Capital Square, 58 Morrison Street, Edinburgh, EH3 8BP. The principal place of business is 10B, Aspen House, Vantage Park, Huntingdon, PE29 6SR. The company's principal activity is the purchase, importation and sale of animal protein food products.
The company's immediate parent company is Marfrig Beef (UK) Limited, incorporated and registered in United Kingdom, which owns 100% of the Company's share capital. It's registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX.
The Company's ultimate parent company is Marfrig Global Foods S.A., incorporated and registered in Brazil. Marfrig Global Foods S.A. is listed on the Brazilian stock exchange.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 101 “Reduced Disclosure Framework" (“FRS 101”) and the requirements of the Companies Act 2006. The recognition, measurement and disclosure requirements of International Financial Reporting Standard as adopted by the UK (UK-adopted IFRS) have been applied to these financial statements and, where necessary, amendments have been made in order to comply with the Companies Act 2006 and The Large and Medium sized Companies and Group Regulations 2008/410 ('Regulations').
The financial statements are prepared in US Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The financial statements contain information about Weston Importers Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by s401 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated accounts of a larger non-UK group.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
This company is a qualifying entity for the purposes of FRS 101, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements, as permitted by FRS 101 paragraph 8:
The requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of paragraph 79(a)(iv) of IAS 1 and paragraph 73(e) of IAS 16 'Property, Plant and Equipment';
The requirement of IAS 7 ‘Statement of Cash Flows’ and IAS 1 'Presentation of Financial Statements' paragraph 111 relating to the presentation of a Cash Flow Statement;
The requirement of IFRS 7 'Financial Instruments: Disclosures' relating to the disclosure of financial instruments and the nature and extent of risks arising from such instruments;
The requirement of IAS 8 'Accounting Policies, Change in Accounting Estimates and and Errors';
Disclosures of the effect of future accounting standards, amendments, and interpretations in issue but not yet effective;
The requirement of IFRS 13 'Fair Value Measurement' paragraph 91 to 99 relating to the fair value measurement disclosures of financial assets and financial liabilities that are measured at fair value;
The requirement of IAS 24 'Related Party Disclosures' paragraph 17 relating to the disclosure of key management personnel compensation, and relating to the disclosure of related party transactions entered into between the Company and other wholly-owned subsidiaries of the group.
The financial statements of the company are consolidated in the financial statements of Marfrig Global Foods S.A. These consolidated financial statements are available from its website www.marfrig.com.br/ir.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Assurances have been obtained from their parent company that amounts repayable on demand to fellow group companies will not be called for repayment if this were to jeopardise the company's ability to continue as a going concern. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The company recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the company's activities, as described below. The company bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Trade revenue
Products are purchased from group companies and sold around the world (including the UK). They are sold by the containers direct to customers & not broken down into pallets. The purchase & sale occur within the same period resulting in no impact on stock. The company is considered principal in these transactions. Risks and rewards pass on shipping.
Core revenue
Products are purchased from group companies and imported into Europe (mainly UK). The company manages the unloading of products at the port and stores them on pallets at the warehouse. These products have an impact on inventory.
For both trade and core, revenue is recognised at the point that the risks and rewards of the inventory have passed to the customer, which is either at the point of dispatch or on delivery of the products. This varies from customer to customer according to the terms of sale.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
Straight line over the term of lease
Fixtures and fittings
40% Straight line
Computers
33% Straight line
Motor vehicles
Straight line over the term of lease
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The residual value and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date.
1.5
Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Investment income is included in the income statement on an accrual basis.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of non-current assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first in first out basis. Net realisable value represents the estimated selling price less costs to completion and appropriate selling and distribution costs. Provision is made, where necessary, for slow moving, obsolete and defective inventories.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Financial assets
Financial assets, which include trade and other receivables and cash and bank balances, and loans to fellow group companies are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Trade receivables that are transferred out to banks and other financial institutions with recourse to the company are not derecognised until the recourse period has expired and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the financial institutions is recorded as borrowings.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Financial liabilities
Financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at fair value unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
The effective part of forward contracts designated as a hedge of the variability in cash flows of foreign currency risk arising from firm commitments, and highly probable forecast transactions, are measured at fair value with changes in fair value recognised in other comprehensive income and accumulated in the cash flow hedge reserve.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.11
Derivatives
The company enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is provided using the balance sheet liability method, providing for temporary difference between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.15
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.16
Foreign exchange
Transactions in currencies other than US Dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.
Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the the income statement within 'other operating income or costs'.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Revenue
2023
2022
$'000
$'000
Revenue analysed by class of business
Sales of goods
2,159,459
3,096,259
2023
2022
$'000
$'000
Revenue analysed by geographical market
UK
86,734
88,257
Europe
211,934
291,813
Rest of the world
1,860,791
2,716,189
2,159,459
3,096,259
2023
2022
$'000
$'000
Other revenue
Interest income
127,383
117,087
Dividends received
2,796
-
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
$'000
$'000
Exchange differences
288
1,464
Depreciation of owned property, plant and equipment
14
10
Depreciation of property, plant and equipment held under leases
55
53
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
$'000
$'000
For audit services
Audit of the financial statements of the company
70
63
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Employees - Administration
11
11
Their aggregate remuneration comprised:
2023
2022
$'000
$'000
Wages and salaries
1,449
1,076
Social security costs
182
156
Pension costs
172
128
1,803
1,360
7
Directors' remuneration
2023
2022
$'000
$'000
Remuneration for qualifying services
583
494
Company pension contributions to defined contribution schemes
17
15
600
509
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
$'000
$'000
Remuneration for qualifying services
583
452
Company pension contributions to defined contribution schemes
17
15
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
8
Investment income
2023
2022
$'000
$'000
Interest income
Interest on bank deposits
9,301
5,250
Interest receivable from group companies
118,082
111,837
Total interest revenue
127,383
117,087
Income from fixed asset investments
Income from shares in group undertakings
2,796
Total income
130,179
117,087
9
Finance costs
2023
2022
$'000
$'000
Interest on bank overdrafts and loans
5,151
1,849
Interest on leases
7
8
Interest on invoice finance arrangements
9,746
8,308
Other interest on financial liabilities
94,605
90,732
109,509
100,897
10
Taxation
2023
2022
$'000
$'000
Current tax
UK corporation tax on profits/(losses) for the current period
9,369
7,911
Adjustments in respect of prior periods
(4,187)
292
Other taxes
1
Total UK current tax
5,183
8,203
Foreign exchange adjustment
100
(137)
Total current tax
5,283
8,066
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 24 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
$'000
$'000
Profit before taxation
38,934
40,849
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
9,157
7,761
Tax effect of expenses that are not deductible in determining taxable profit
418
149
Tax effect of income not taxable in determining taxable profit
(12)
Over provided in prior years
(4,187)
292
Foreign exchange differences
100
(136)
Other
(193)
Taxation charge for the year
5,283
8,066
11
Dividends
2023
2022
$'000
$'000
Interim paid
25,000
33,000
12
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
$'000
$'000
$'000
$'000
$'000
Cost
At 1 January 2023
271
38
219
68
596
Additions
20
33
53
At 31 December 2023
271
38
239
101
649
Depreciation and impairment
At 1 January 2023
132
27
207
56
422
Depreciation charged in the year
33
2
14
20
69
At 31 December 2023
165
29
221
76
491
Carrying amount
At 31 December 2023
106
9
18
25
158
At 31 December 2022
139
11
12
12
174
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Property, plant and equipment
(Continued)
- 25 -
The net carrying value of property, plant and equipment includes the following in respect of right-of-use assets:
2023
2022
$'000
$'000
Leasehold land and buildings
106
139
Fixtures and fittings
7
9
Motor vehicles
25
12
138
160
Depreciation charged in the year on property, plant and equipment includes the following in respect of right-of-use assets:
2023
2022
$'000
$'000
Leasehold land and buildings
33
34
Fixtures and fittings
2
7
Motor vehicles
20
17
55
58
13
Fixed asset investments
2023
2022
Notes
$'000
$'000
Investments in subsidiaries
14
2,739
Movements in non-current investments
Shares in subsidiaries
$'000
Cost or valuation
At 1 January 2023
2,739
Foreign exchange translation
5
Impairment
(2,744)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
2,739
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
MARB Bondco Plc
1 Bartholomew Lane, London, United Kingdom, EC2N 2AX
Ordinary shares
100.00
MBC Bondco Limited
1 Bartholomew Lane, London, United Kingdom, EC2N 2AX
Ordinary shares
100.00
There are no restrictions on the company's ability to access or use the assets and settle the liabilities of the company's subsidiaries.
During the year the company's investment in MBC Bondco Limited was fully impaired.
15
Inventories
2023
2022
$'000
$'000
Finished goods and goods for resale
27,043
23,448
The amount of stocks recognised as an expense in the year totalled $2,059,483k (2022: $2,977,977k).
16
Trade and other receivables
2023
2022
as restated
Amounts falling due within one year:
$'000
$'000
Trade receivables
260,831
404,091
Corporation tax recoverable
394
Amounts owed by group undertakings
14,932
95,214
Derivative financial instruments
710
1,026
Other receivables
56,181
120,719
Prepayments and accrued income
1,041
1,054
334,089
622,104
Deferred tax asset (note 21)
2
2
334,091
622,106
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Trade and other receivables
(Continued)
- 27 -
2023
2022
as restated
Amounts falling due after more than one year:
$'000
$'000
Amounts owed by group undertakings
3,376,108
2,965,703
Total debtors
3,710,199
3,587,809
Amounts due from group undertakings includes interest bearing unsecured inter company loans of $3.4 billion (2022 - $2.9 billion) with maturity dates of 2026 and 2027. The coupon rates range from 3% to 7.53%.
Transfer of trade receivables
The company sold with recourse trade receivables to banks for cash proceeds. These trade receivables have not been derecognised from the statement of financial position because the company retains substantially all of the risks and rewards, primarily credit risk. The amount received on transfer has been recognised as other secured financing (see note 17). The arrangement with the banks is such that the customers remit cash directly to the company and the company transfers the collected amounts to the banks.
The following information shows the carrying amount of trade receivables at the reporting date that have been transferred but have not been derecognised and the associated liabilities:
2023
2022
$'000
$'000
Carrying amount of trade receivables transferred to bank
326,353
432,373
Carrying amount of associated liabilities
(326,047)
(421,624)
Trade and other receivables are considered past due once they have passed their contracted due date. Trade receivables are reviewed for impairment if they are past due beyond 60 days. At 31 December 2023, $76,925,492 (2022 - $37,004,776) of the company's other receivables were considered past due or impaired.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Trade and other receivables
(Continued)
- 28 -
Reconciliation of provision
2023
2022
$'000
$'000
At 1 January
243
205
Additional provision made
1,173
38
At 31 December
1,416
243
17
Current liabilities
2023
2022
as restated
Notes
$'000
$'000
Lease liabilities
20
49
42
Trade payables
2,239
2,596
Amounts due to group undertakings
792,846
408,188
Corporation tax
4,209
Other taxation and social security
45
36
Customer advances
61,739
27,423
Other payables
326,047
421,623
Accruals and deferred income
5,022
7,316
1,187,987
871,433
Included in other payables are funds received of $244m from Rabobank in respect of trade receivables securitisation arrangements. The average coupon rate for the arrangement is 5.3481% 3m USD SOFR (2022 - 4.5497% 3m USD Libor).
Included in other payable are funds received of $82m from Banco Daycoval in respect of trade receivable factoring. The amounts due to Banco Daycoval mature 35 days from settlement and carry a fixed interest rate of 1.5%.
Amounts due to group undertakings includes interest bearing unsecured inter company loan of $53m (2022 - $53m) repayable on demand. The coupon rates for the inter company loan is 0.62%.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
18
Non-current liabilities
2023
2022
as restated
Notes
$'000
$'000
Bank loans and overdrafts
19
100,550
100,550
Lease liabilities
20
92
109
Amounts due to group undertakings
19
2,607,433
2,737,927
Other payables
564
2,708,075
2,839,150
Included in the bank loans is an amount of $100m due to JP Morgan Chase, which is payable in one instalment on 1 July 2025 and carries a variable interest rate at USD 3m term SOFR plus 2.25%.
Amounts due to group undertakings includes interest bearing unsecured inter company loans of $2.6 billion (2022 - $2.7 billion) with maturity dates of 2026 and 2027. The coupon rates range from 0.91% to 4.91%.
19
Borrowings
2023
2022
as restated
$'000
$'000
Bank loans
100,550
100,550
Loans due to group undertakings
2,607,433
2,737,927
2,707,983
2,838,477
Payable after one year
2,707,983
2,838,477
20
Lease liabilities
2023
2022
Future minimum lease payments due under leases:
$'000
$'000
Within one year
49
42
In two to five years
92
109
141
151
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Lease liabilities
(Continued)
- 30 -
Lease payments represent rentals payable by the company for office building, vehicles and office equipment, with lease term 3 to 6 years. With the exception of short-term leases and leases of low-value underlying asserts, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
The lease contract for business office is renegotiable for the same term. The leases do not include option to sub-lease the underlying assets.
All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Total cash outflow in respect of leases totalled $62,172 (2022: $35,439).
During the year, interest is charged on lease liabilities, in profit or loss account, of $7,275 (2022: $7,574).
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
$'000
$'000
Accelerated capital allowances
2
2
There were no deferred tax movements in the year.
The deferred tax asset set out above is expected to reverse within 12 months.
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
$'000
$'000
Charge to profit or loss in respect of defined contribution schemes
172
128
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
23
Share capital
2023
2022
$'000
$'000
Ordinary share capital
Issued and fully paid
16,901,296 Ordinary shares of £1 each
29,767
29,767
29,767
29,767
The company's authorised share capital is 50,000,000 ordinary shares of £1 each.
24
Reserves
The following describes the nature and purpose of each reserve within equity:
Reserves Description and purpose
Share capital Nominal value of share capital subscribed for.
Share Premium Amount paid for the Company’s shares in excess of the aggregate
nominal share value.
Currency translation Gains and losses arise due to change in reporting currency.
Retained earnings All other net gains and losses and transactions with owners not recognised
elsewhere.
25
Events after the reporting date
Post year end, the Company has repaid its inter company loans of $561million earlier than maturity date. The company has received $1billion from amounts due from its fellow group companies earlier than maturity date.
The early repayments does not affect the financial statements for the reporting period ended 31 December 2023, as the event occurred after the balance sheet date and is considered a non-adjusting event. Therefore no adjustments have been made to the amounts recognised in the financial statements.
26
Related party transactions
The Company has taken the exemption not to disclose transactions with its parent undertakings and fellow subsidiary undertakings of any Group company on the grounds that it is a 100% owned subsidiary and the consolidated financial statements of Marfrig Global Foods S.A., in which the company is included, are publicly available.
27
Ultimate controlling party
The immediate parent company is Marfrig Beef (UK) Limited. The ultimate parent undertaking and controlling party is Marfrig Global Foods S.A., a company which is listed on the Brazilian stock exchange.
The smallest and largest group of companies for which the Group accounts are drawn up and of which the company is included is Marfrig Global Foods S.A.
Copies of the Group financial statements can be obtained from its website www.marfrig.com.br/ir.
WESTON IMPORTERS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
28
Prior period adjustment
During the year, the company has reclassified inter company loans previously classified as current liabilities to non-current liabilities, following a reassessment of the repayment terms. The company has also reclassified inter company loans previously classified as current assets to non-current assets following a reassessment of the repayment terms.
The loans initially expected to be settled within 12 months, are now expected to mature after one year, in line with the revised intercompany loan agreements. As a result, the company has restated its financial statements for the year ended 31 December 2022. The effect of this reclassification is a reduction of current liabilities by $2,738m and increase in non-current liabilities by the same amount and a reduction in current assets by $807m and increase in non-current assets by the same amount. This reclassification did not impact the retained earnings or cash flows of the company.
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210H De Almeida CedroM Dos SantosT DavidR Marcal FilhoIntertrust (UK) LimitedfalsefalseSC3029512023-01-012023-12-31SC302951bus:Director12023-01-012023-12-31SC302951bus:Director22023-01-012023-12-31SC302951bus:Director32023-01-012023-12-31SC302951bus:Director42023-01-012023-12-31SC302951bus:CompanySecretary12023-01-012023-12-31SC302951bus:RegisteredOffice2023-01-012023-12-31SC3029512023-12-31SC3029512022-01-012022-12-31SC302951core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31SC302951core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31SC3029512022-12-31SC302951core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-12-31SC302951core:FurnitureFittings2023-12-31SC302951core:ComputerEquipment2023-12-31SC302951core:MotorVehicles2023-12-31SC302951core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-31SC302951core:FurnitureFittings2022-12-31SC302951core:ComputerEquipment2022-12-31SC302951core:MotorVehicles2022-12-31SC302951core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-31SC302951core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-31SC302951core:CurrentFinancialInstruments2023-12-31SC302951core:CurrentFinancialInstruments2022-12-31SC302951core:Non-currentFinancialInstruments2023-12-31SC302951core:Non-currentFinancialInstruments2022-12-31SC302951core:ShareCapital2023-12-31SC302951core:ShareCapital2022-12-31SC302951core:SharePremium2023-12-31SC302951core:SharePremium2022-12-31SC302951core:OtherMiscellaneousReserve2023-12-31SC302951core:OtherMiscellaneousReserve2022-12-31SC302951core:RetainedEarningsAccumulatedLosses2023-12-31SC302951core:RetainedEarningsAccumulatedLosses2022-12-31SC302951core:ShareCapital2021-12-31SC302951core:SharePremium2021-12-31SC302951core:OtherMiscellaneousReserve2021-12-31SC302951core:RetainedEarningsAccumulatedLosses2021-12-31SC3029512021-12-31SC302951core:ShareCapitalOrdinaryShares2023-12-31SC302951core:ShareCapitalOrdinaryShares2022-12-31SC302951core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-01-012023-12-31SC302951core:FurnitureFittings2023-01-012023-12-31SC302951core:ComputerEquipment2023-01-012023-12-31SC302951core:MotorVehicles2023-01-012023-12-31SC302951core:UKTax2023-01-012023-12-31SC302951core:UKTax2022-01-012022-12-31SC302951core:ForeignTax2023-01-012023-12-31SC302951core:ForeignTax2022-01-012022-12-31SC30295112023-01-012023-12-31SC30295112022-01-012022-12-31SC30295122023-01-012023-12-31SC30295122022-01-012022-12-31SC30295132023-01-012023-12-31SC30295132022-01-012022-12-31SC302951core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-31SC302951core:FurnitureFittings2022-12-31SC302951core:ComputerEquipment2022-12-31SC302951core:MotorVehicles2022-12-31SC3029512022-12-31SC302951core:PlantMachinery2023-12-31SC302951core:PlantMachinery2022-12-31SC302951core:AfterOneYear2023-12-31SC302951core:AfterOneYear2022-12-31SC302951core:Non-currentFinancialInstruments12023-12-31SC302951core:Non-currentFinancialInstruments12022-12-31SC302951core:WithinOneYear2023-12-31SC302951core:WithinOneYear2022-12-31SC302951core:BetweenTwoFiveYears2023-12-31SC302951core:BetweenTwoFiveYears2022-12-31SC302951bus:PrivateLimitedCompanyLtd2023-01-012023-12-31SC302951bus:FRS1022023-01-012023-12-31SC302951bus:Audited2023-01-012023-12-31SC302951bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP