REGISTERED NUMBER: 12445417 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
SHARECO 4 LTD |
REGISTERED NUMBER: 12445417 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
SHARECO 4 LTD |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
SHARECO 4 LTD |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 APRIL 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
161 Newhall Street |
Birmingham |
B3 1SW |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 APRIL 2024 |
The directors present their strategic report of the company and the group for the year ended 30 April 2024. |
REVIEW OF BUSINESS |
The company was formed as a result of a management buy out to acquire Arden Topco Ltd and its subsidiary companies, including the trading company, Arden Fine Foods (UK) Limited, which all occurred on the 10th March 2020. |
Shareco 4 Ltd Limited is a non-trading holding company and there is no intention for it to start trading in the foreseeable future. Arden Fine Foods (UK) Ltd the only trading subsidiary imports and distributes snack foods, bakery products and similar consumable foodstuffs within the FMCG market. |
Arden Fine Foods (UK) Limited supplies to all the major UK grocery retailers, along with selected regional wholesalers. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties are as follows; |
1. No long-term contract in supplying the major UK grocery retailers, common with all businesses supplying the UK grocery trade. |
2. Adverse movement in exchange rates, the company enters into forward exchange contracts to reduce this risk. |
3. Continued growth of the German Discount chains and pressure on the established Grocery retail market. |
4. The global economy and UK economy, along with global inflationary pressures on all businesses. |
RESULTS AND PERFORMANCE |
The results for the group for the year, as set out on pages 9 to 11, shows a profit after tax of £1.97 million (2023: £1.75million). |
The company's revenue stream is from dividends from its subsidiaries. These dividends allow the company to reduce its financing debt, which was incurred as the result of the management buyout. |
The activities of the group has produced encouraging results considering the challenging economic conditions it faces. Turnover for the period is £38.4 million, with profit before tax at £2.9 million. |
Foreign exchange continues to be a concern on profitability with the continued pressure and volatility on GBP/EUR. |
Overall, cost control in the group remains strong. However, overhead costs increased due to inflationary increases in overhead costs and the continued investment in retaining and recruiting staff for future growth. |
The group continues to focus on adding value to their role in the supply chain, in assuring that product safety, legality and quality are maintained to leading industry benchmarks. This was again demonstrated by being certified AA against the latest issue of the British Retailer Consortium Agents and Brokers Standard of our systems and procedures. |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 APRIL 2024 |
KEY PERFORMANCE INDICATORS |
The board monitors the progress of the group by the following to be Key Performance Indicators: |
2024 | 2023 | 2022 |
Turnover | £38.4m | £35.0m | £29.2m |
% change in turnover. | +10% | +19% | +19% |
Gross Profit Margin | 22.28% | 21.40% | 22.85% |
Profit Margin before Tax | 7.48% | 6.67% | 6.79% |
Turnover, the revenue generated by the group in the period. The company aims to continually increase it's revenue from it's existing customer base and looking at new market sectors to approach. The target for growth is 3-5% per annum. |
FUTURE DEVELOPMENTS |
The Directors remain optimistic about the future and are confident that the company has the suppliers and a team that have the commercial, operational, and technical experience and drive to meet our future challenges and objectives. |
Our employees remain the cornerstone of our success. It is our policy to continue to invest in their development and that their wellbeing is monitored and prioritised to ensure that the company remains a great place to work and attractive to the top talent in the marketplace. |
The company will invest in the development of its own brands, with new product development and brand evolution, and engage with consumer activity. This development, alongside the promotion of selected key brands from our supplier portfolio, is viewed by the Directors as key to the long-term growth in value of the business |
ON BEHALF OF THE BOARD: |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 April 2024. |
DIVIDENDS |
No dividends will be distributed for the year ended 30 April 2024. |
During the year dividends were proposed on the preference shares, an amount totalling £36,423. This liability was due under the terms of the preference shares, a cumulative dividend of 3.5% accruing each year. The cumulative proposed dividend on preference shares has been distributed during the year. This amount is included in interest paid, as detailed in Note 6. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of 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 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 are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2024 |
AUDITORS |
The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SHARECO 4 LTD |
Opinion |
We have audited the financial statements of Shareco 4 Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
_ |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 April 2024 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SHARECO 4 LTD |
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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors 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 Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept 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 Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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 engagement partner 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 applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SHARECO 4 LTD |
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 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, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC and other relevant parties. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
161 Newhall Street |
Birmingham |
B3 1SW |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
TURNOVER | 3 | 38,387,893 | 35,040,562 |
Cost of sales | 29,835,716 | 27,540,176 |
GROSS PROFIT | 8,552,177 | 7,500,386 |
Distribution costs | 1,588,479 | 1,390,707 |
Administrative expenses | 4,005,426 | 3,580,272 |
5,593,905 | 4,970,979 |
2,958,272 | 2,529,407 |
Other operating income | 23,986 | 6,470 |
OPERATING PROFIT | 5 | 2,982,258 | 2,535,877 |
Interest receivable and similar income | 28,299 | 1,501 |
3,010,557 | 2,537,378 |
Interest payable and similar expenses | 6 | 139,899 | 199,949 |
PROFIT BEFORE TAXATION | 2,870,658 | 2,337,429 |
Tax on profit | 7 | 900,301 | 585,235 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 1,970,357 | 1,752,194 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 1,970,357 | 1,752,194 |
OTHER COMPREHENSIVE INCOME |
Share options value movement | 11,731 | 2,199 |
Income tax relating to other comprehensive income |
(2,933 |
) |
(550 |
) |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
8,798 |
1,649 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,979,155 |
1,753,843 |
Total comprehensive income attributable to: |
Owners of the parent | 1,979,155 | 1,753,843 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
CONSOLIDATED BALANCE SHEET |
30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 3,928,017 | 4,598,303 |
Tangible assets | 10 | 29,200 | 31,894 |
Investments | 11 | - | - |
3,957,217 | 4,630,197 |
CURRENT ASSETS |
Stocks | 12 | 1,468,955 | 1,420,123 |
Debtors | 13 | 3,795,382 | 4,601,894 |
Cash at bank | 2,123,822 | 750,504 |
7,388,159 | 6,772,521 |
CREDITORS |
Amounts falling due within one year | 14 | 4,363,664 | 5,277,151 |
NET CURRENT ASSETS | 3,024,495 | 1,495,370 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
6,981,712 |
6,125,567 |
CREDITORS |
Amounts falling due after more than one year |
15 |
908,091 |
2,031,101 |
NET ASSETS | 6,073,621 | 4,094,466 |
CAPITAL AND RESERVES |
Called up share capital | 19 | 100,878 | 100,878 |
Share premium | 20 | 119,349 | 119,349 |
Other reserves | 20 | 15,763 | 6,965 |
Retained earnings | 20 | 5,837,631 | 3,867,274 |
SHAREHOLDERS' FUNDS | 6,073,621 | 4,094,466 |
The financial statements were approved by the Board of Directors and authorised for issue on 10 October 2024 and were signed on its behalf by: |
H S Young - Director |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
COMPANY BALANCE SHEET |
30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Share premium | 20 |
Retained earnings | 20 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 1,782,614 | 1,799,460 |
The financial statements were approved by the Board of Directors and authorised for issue on |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 APRIL 2024 |
Called up |
share | Retained | Share | Other | Total |
capital | earnings | premium | reserves | equity |
£ | £ | £ | £ | £ |
Balance at 1 May 2022 | 100,878 | 2,115,080 | 119,349 | 5,316 | 2,340,623 |
Changes in equity |
Total comprehensive income | - | 1,752,194 | - | 1,649 | 1,753,843 |
Balance at 30 April 2023 | 100,878 | 3,867,274 | 119,349 | 6,965 | 4,094,466 |
Changes in equity |
Total comprehensive income | - | 1,970,357 | - | 8,798 | 1,979,155 |
Balance at 30 April 2024 | 100,878 | 5,837,631 | 119,349 | 15,763 | 6,073,621 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 APRIL 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 May 2022 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 30 April 2023 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 30 April 2024 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 4,273,289 | 2,398,056 |
Interest paid | (139,899 | ) | (199,949 | ) |
Tax paid | (830,552 | ) | (499,526 | ) |
Net cash from operating activities | 3,302,838 | 1,698,581 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (10,473 | ) | (10,863 | ) |
Interest received | 28,299 | 1,501 |
Net cash from investing activities | 17,826 | (9,362 | ) |
Cash flows from financing activities |
Loan repayments in year | - | (68,750 | ) |
Loan notes repaid in year | (1,947,346 | ) | (2,471,642 | ) |
Net cash from financing activities | (1,947,346 | ) | (2,540,392 | ) |
Increase/(decrease) in cash and cash equivalents | 1,373,318 | (851,173 | ) |
Cash and cash equivalents at beginning of year |
2 |
750,504 |
1,601,677 |
Cash and cash equivalents at end of year |
2 |
2,123,822 |
750,504 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 2,870,658 | 2,337,429 |
Depreciation charges | 683,453 | 681,876 |
Share options cost | 11,730 | 2,199 |
Finance costs | 139,899 | 199,949 |
Finance income | (28,299 | ) | (1,501 | ) |
3,677,441 | 3,219,952 |
Increase in stocks | (48,832 | ) | (359,300 | ) |
Decrease/(increase) in trade and other debtors | 806,512 | (1,201,412 | ) |
(Decrease)/increase in trade and other creditors | (161,832 | ) | 738,816 |
Cash generated from operations | 4,273,289 | 2,398,056 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 April 2024 |
30.4.24 | 1.5.23 |
£ | £ |
Cash and cash equivalents | 2,123,822 | 750,504 |
Year ended 30 April 2023 |
30.4.23 | 1.5.22 |
£ | £ |
Cash and cash equivalents | 750,504 | 1,601,677 |
3. | ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS |
At 1.5.23 | Cash flow | At 30.4.24 |
£ | £ | £ |
Net cash |
Cash at bank | 750,504 | 1,373,318 | 2,123,822 |
750,504 | 1,373,318 | 2,123,822 |
Debt |
Debts falling due within 1 year | (824,337 | ) | 824,337 | - |
Debts falling due after 1 year | (2,031,101 | ) | 1,123,010 | (908,091 | ) |
(2,855,438 | ) | 1,947,347 | (908,091 | ) |
Total | (2,104,934 | ) | 3,320,665 | 1,215,731 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
1. | STATUTORY INFORMATION |
Shareco 4 Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The Group consolidated financial statements include the financial statements of the Company and all of its subsidiary undertakings made up to 30 April 2024. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Goodwill |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Warehouse | - |
Fixtures and fittings | - |
Computer equipment | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Derivative financial instruments |
Derivative financial instruments are initially measured at fair value on the date in which the contract is entered and are subsequently valued at fair value with any movement being included in the income statement. |
Share-based payments |
The company issues equity-settled share options to certain employees within the group. Equity-settled share-based payment transactions are measured at fair value. |
Fair value is measured by use of an earnings valuation model which is considered by management to be the most appropriate method of valuation. |
The fair value of options in issue but not exercised are contained within other reserves. Where options have been granted but not vested, the directors have estimated how many they believe will ultimately vest and they have adopted this estimation in their value calculation. |
Share options issued in the group scheme as consideration for employment services provided are treated as an expense of the group in the period and credited to a capital contribution reserve at their fair value. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£ | £ |
United Kingdom | 38,387,893 | 35,040,562 |
38,387,893 | 35,040,562 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
4. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 2,092,328 | 1,783,962 |
Social security costs | 245,532 | 230,186 |
Other pension costs | 215,450 | 176,229 |
2,553,310 | 2,190,377 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Selling and distribution | 7 | 7 |
Administration | 22 | 21 |
Directors | 4 | 4 |
2024 | 2023 |
£ | £ |
Directors' remuneration | 696,476 | 638,904 |
Directors' pension contributions to money purchase schemes | 150,189 | 120,300 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 4 | 4 |
Information regarding the highest paid director is as follows: |
2024 | 2023 |
£ | £ |
Emoluments etc | 272,126 | 246,404 |
Pension contributions to money purchase schemes | 5,912 | 5,374 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
2024 | 2023 |
£ | £ |
Depreciation - owned assets | 13,167 | 11,589 |
Goodwill amortisation | 670,286 | 670,285 |
Auditors' remuneration | 30,340 | 24,500 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank loan interest | - | 275 |
Corporation tax interest | 1,821 | - |
Loan note interest | 101,655 | 163,350 |
Interest payable | 36,423 | 36,324 |
139,899 | 199,949 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 903,234 | 585,785 |
Deferred tax: |
Share options vested | (2,933 | ) | (550 | ) |
Tax on profit | 900,301 | 585,235 |
UK corporation tax has been charged at 25 % (2023 - 19.49 %). |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax | 2,870,658 | 2,337,429 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19.490 %) |
717,665 |
455,565 |
Effects of: |
Expenses not deductible for tax purposes | 18,050 | 3,469 |
Depreciation in excess of capital allowances | 167,520 | 129,518 |
Adjustments to tax charge in respect of previous periods | - | (2,767 | ) |
Deferred tax on share options | (2,934 | ) | (550 | ) |
Total tax charge | 900,301 | 585,235 |
Tax effects relating to effects of other comprehensive income |
2024 |
Gross | Tax | Net |
£ | £ | £ |
Share options value movement | 11,731 | (2,933 | ) | 8,798 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
7. | TAXATION - continued |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Share options value movement | 2,199 | (550 | ) | 1,649 |
Following the changes to the rates of corporation tax, introduced on 1 April 2024 the effective tax rate for the period has been calculated at 25%. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 May 2023 |
and 30 April 2024 | 6,702,855 |
AMORTISATION |
At 1 May 2023 | 2,104,552 |
Amortisation for year | 670,286 |
At 30 April 2024 | 2,774,838 |
NET BOOK VALUE |
At 30 April 2024 | 3,928,017 |
At 30 April 2023 | 4,598,303 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
10. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and | Computer |
Warehouse | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 May 2023 | 41,219 | 382,737 | 88,959 | 512,915 |
Additions | - | 10,473 | - | 10,473 |
At 30 April 2024 | 41,219 | 393,210 | 88,959 | 523,388 |
DEPRECIATION |
At 1 May 2023 | 32,347 | 363,151 | 85,523 | 481,021 |
Charge for year | 2,173 | 8,824 | 2,170 | 13,167 |
At 30 April 2024 | 34,520 | 371,975 | 87,693 | 494,188 |
NET BOOK VALUE |
At 30 April 2024 | 6,699 | 21,235 | 1,266 | 29,200 |
At 30 April 2023 | 8,872 | 19,586 | 3,436 | 31,894 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 May 2023 |
and 30 April 2024 |
NET BOOK VALUE |
At 30 April 2024 |
At 30 April 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA |
Nature of business: |
% |
Class of shares: | holding |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA |
Nature of business: |
% |
Class of shares: | holding |
12. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Stocks | 1,468,955 | 1,420,123 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Trade debtors | 3,579,729 | 4,356,318 |
Debt factoring | 5,406 | - |
Other debtors | 93,009 | 67,106 |
Prepayments | 117,238 | 178,470 |
3,795,382 | 4,601,894 |
Factored debts of £3,579,729 (2023: £4,356,318) are included within trade debtors above at the period end. |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Other loans (see note 16) | - | 824,337 |
Trade creditors | 2,602,187 | 2,907,400 |
Tax | 458,234 | 385,552 |
Social security and other taxes | 45,497 | 43,886 |
Other creditors | 10,300 | 1,594 |
Accruals | 1,247,446 | 1,115,323 | 175,129 | 150,783 |
Debt factoring | - | (941 | ) | - | - |
4,363,664 | 5,277,151 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Other loans (see note 16) | 908,091 | 2,031,101 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Other loans | - | 824,337 |
Amounts falling due between one and | two years: |
Other loans - 1-2 years | - | 1,123,010 | - |
Amounts falling due in more than five | years: |
Repayable otherwise than by instalments |
Preference shares | 908,091 | 908,091 | 908,091 | 908,091 |
Preference shares above represent the liability element of the non-redeemable, fixed rate preference shares. |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2024 | 2023 |
£ | £ |
Within one year | 147,022 | 128,823 |
Between one and five years | 234,226 | 378,368 |
381,248 | 507,191 |
Included within operating leases is the property lease of 10 Banner Park being within one year |
£72,000 (2023: £72,000) and more than one year for £114,000 (2023: £186,000). |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
18. | SECURED DEBTS |
Debt factoring is secured by way of a debenture created on 30 April 1991. This is a fixed and floating charge over all and any of the assets of Arden Fine Foods (UK) Limited. |
Barclays Bank PLC holds a legal charge. This is a fixed and floating charge over all and any of the assets of the group, created 16 March 2015. |
Two individuals hold a fixed and floating charge over all and any assets of the group. This is satisfied after-date on 16 May 2024. |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1.00 | 90,500 | 90,500 |
Preference | £0.01 | 10,378 | 10,378 |
100,878 | 100,878 |
Each ordinary share of £1 each: a) carries the right to vote; b) the right to receive dividends, subject to the preferred dividend rights granted to the holder of the fixed rate undated preference shares of £0.01 each; c) entitles the holder to participate on a return of capital (including on a winding up, subject to the preferred capital rights granted to the holders of the fixed rate undated preference shares of £0.01 each; d) is not redeemable. |
Each fixed rate undated preference share of £0.01 each: a) does not carry the right to vote; b) carries the right to receive a 3.5% preferred dividend in preference to the dividend rights attaching to the ordinary shares of £1 each; c) entitles the holder to participate on a return of capital (including on winding up) in the sum of £1 per fixed rate undated preference share of £0.01, in preference to the capital rights granted to the holders of the ordinary shares of £1 each; d) is not redeemable. |
20. | RESERVES |
Group |
Retained | Share | Other |
earnings | premium | reserves | Totals |
£ | £ | £ | £ |
At 1 May 2023 | 3,867,274 | 119,349 | 6,965 | 3,993,588 |
Profit for the year | 1,970,357 | - | - | 1,970,357 |
Share options value movement | - | - | 11,731 | 11,731 |
Deferred tax on share options | - | - | (2,933 | ) | (2,933 | ) |
At 30 April 2024 | 5,837,631 | 119,349 | 15,763 | 5,972,743 |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
20. | RESERVES - continued |
Company |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 May 2023 | 4,654,754 |
Profit for the year | - |
At 30 April 2024 | 6,437,368 |
The group and company's reserves are as follows: |
The retained earnings reserve represent the cumulative profits or losses net of dividends paid. |
The share premium reserve represents the excess paid above the nominal value for the purchase of |
shares in the company. |
The other reserves represent the cumulative effect of movements in the valuation of the group share option scheme, net of deferred tax. |
21. | OTHER FINANCIAL COMMITMENTS |
On 30 April 2024, the group had entered into a contract to purchase foreign currency at future dates. The amount committed to was dependent on future exchange rates. The maximum potential commitment as at 30 April 2024 was 6,854,430 Euros (2023: 2,510,100 Euros). |
22. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries with the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
SHARECO 4 LTD (REGISTERED NUMBER: 12445417) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
23. | SHARE-BASED PAYMENT TRANSACTIONS |
The company operates a group share option scheme which is open to certain employees of the group. |
Under this scheme the options are exercisable for £2.62 per share. The options enable 1 B Ordinary £1.00 share to be issued for every option exercised. There are no vesting conditions and if an option remains unexercised after a period of 10 years from the date of grant, the option expires. Options are forfeited if the employee leaves the group before the options are exercised. |
Movements in share options and the weighted average price (WAP) for the year were: |
2024 |
Ordinary B |
No. of share options |
WAP £ |
Outstanding and exercisable at the start of the year | 5,500 | 2.62 |
Lapsed during the year | - | - |
Outstanding and exercisable at the end of the year | 5,500 | 2.62 |
2023 |
Ordinary B |
No. of share options |
WAP £ |
Outstanding and exercisable at the start of the year | 7,500 | 2.62 |
Lapsed during the year | 2,000 | 2.62 |
Outstanding and exercisable at the end of the year | 5,500 | 2.62 |