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Frugi Limited

Annual Report and Financial Statements
Period from 30 January 2023 to 28 January 2024

Registration number: 11953610

 

Frugi Limited

Contents

Company Information

1

Directors' Report

2 to 3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 8

Income Statement

9

Statement of Comprehensive Income

10

Statement of Financial Position

11 to 12

Statement of Changes in Equity

13

Notes to the Financial Statements

14 to 27

 

Frugi Limited

Company Information

Directors

Mr N R Whitworth

Mrs K A Whitworth

Mr H T Bergs

Mr B L M Barnett

Mr J Williams

Mr S G Mackenzie

Ms A Fadeeva

Ms K-M Button

Ms J L Bolton

Mr T Sarucan

Registered office

Units 2 & 2a Indian Queens Industrial Estate
Indian Queens
St Columb
Cornwall
TR9 6TF

Auditors

PKF Francis Clark
Statutory Auditor
Unit 18, 23 Melville Building East
Royal William Yard
Plymouth
Devon
PL1 3GW

 

Frugi Limited

Directors' Report for the Period from 30 January 2023 to 28 January 2024

The Directors present their report and the financial statements for the period from 30 January 2023 to 28 January 2024.

Directors' of the Company

The Directors, who held office during the period, were as follows:

Mr N R Whitworth

Mrs K A Whitworth

Mr H T Bergs

Mr L E Harlow (resigned 22 May 2023)

Mr B L M Barnett

Mr J Williams

Mr S G Mackenzie

Ms A Fadeeva (appointed 22 May 2023)

Ms K-M Button (appointed 22 May 2023)

Ms J L Bolton (appointed 22 May 2023)

The following Director was appointed after the period end:

Mr T Sarucan (appointed 30 January 2024)

Principal activity

The principal activity of the Company is the sale of ethical and organic children's clothing. The Company operates in a multi-channel environment, with sales coming from the Company's own website, wholesale partner websites and physical locations and concession partner websites, including John Lewis, Next and Marks & Spencer.

Change in name
On 22 March 2023 the Company changed its name from Morlands (Glastonbury) Limited to Frugi Limited.

Dividends
The Directors do not recommend the payment of a dividend (2023: £Nil).

Political contributions
The Company made no political donations or incurred no political expenditure during the period (2023: £Nil).

Charitable donations
During the period the Company made no significant charitable donations (2023: £Nil)

 

Frugi Limited

Directors' Report for the Period from 30 January 2023 to 28 January 2024

Going concern

The Directors have reviewed forecasts and budgets considering future trading and are confident of the Company’s ability to continue trading as a going concern for the foreseeable future. The Company has a current and overall net asset base at the period end.

Disclosure of information to the auditors

Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Small companies provision statement
This report has been prepared in accordance with the special provisions of section 381 of the Companies Act 2006 relating to small companies. The Directors has taken exemption under this regime not to disclose the strategic report.

Approved by the Board on 28 October 2024 and signed on its behalf by:
 

.........................................
Mr J Williams
Director

 

Frugi Limited

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities 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 period. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

Opinion

We have audited the financial statements of Frugi Limited (the 'Company') for the period from 30 January 2023 to 28 January 2024, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework', in accordance with the provisions applicable to companies subject to the small companies regime.

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 28 January 2024 and of its profit for the period 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

We have nothing to report in this regard.

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of Directors’ remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities, set out on page 4, 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 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.

 

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered those laws and regulations that have a direct impact on the preparation of the financial statements, including, but not limited to the reporting framework (FRS 101 and Companies Act 2006) and the relevant tax compliance regulations in the UK.
 


As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed any legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or
suspicions of fraud or non compliance with laws and regulations;
• Review of tax compliance; and
• Review of board minutes where available;

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following;
• Substantive testing of sales occurence;
• Reviewing nominal journal entries for reasonableness;
• Reviewing significant accounting estimates for bias; and
• Reviewing of inventories for evidence of impairment;

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Frugi Limited

Independent Auditor's Report to the Members of Frugi Limited

......................................
James Barrett (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor

Unit 18, 23 Melville Building East
Royal William Yard
Plymouth
Devon
PL1 3GW

29 October 2024

 

Frugi Limited

Income Statement

Period from 30 January 2023 to 28 January 2024

Note

2024
£

2023
£

Revenue

4

9,401,092

1,157,181

Cost of sales

 

(3,964,118)

(706,646)

Gross profit

 

5,436,974

450,535

Distribution costs

 

(555,128)

(124,130)

Administrative expenses

 

(3,447,594)

(735,929)

Operating profit/(loss)

5

1,434,252

(409,524)

Finance costs

6

(137,074)

-

Profit/(loss) before tax

 

1,297,178

(409,524)

Income tax expense

10

(311,359)

(11,466)

Profit/(loss) for the period

 

985,819

(420,990)

The above results were derived from continuing operations.

 

Frugi Limited

Statement of Comprehensive Income

Period from 30 January 2023 to 28 January 2024

2024
£

2023
£

Profit/(loss) for the period

985,819

(420,990)

Total comprehensive income for the period

985,819

(420,990)

 

Frugi Limited

Statement of Financial Position

28 January 2024

Note

28 January
2024
£

29 January
2023
£

Assets

Non-current assets

 

Property, plant and equipment

11

56,865

71,513

Intangible assets

12

235,612

244,267

 

292,477

315,780

Current assets

 

Inventories

13

2,556,182

2,043,008

Trade and other receivables

14

880,996

99,072

Income tax asset

 

-

60

Cash and cash equivalents

15

1,226,206

823,778

 

4,663,384

2,965,918

Total assets

 

4,955,861

3,281,698

Equity and liabilities

Equity

 

Called up share capital

18

2

2

Retained earnings

 

553,860

(431,959)

 

553,862

(431,957)

Non-current liabilities

 

Deferred tax liabilities

10

13,201

11,466

Amounts due to related parties

17

1,988,514

1,988,513

 

2,001,715

1,999,979

Current liabilities

 

Trade and other payables

16

2,090,720

1,713,676

Income tax liability

10

309,564

-

 

2,400,284

1,713,676

Total liabilities

 

4,401,999

3,713,655

Total equity and liabilities

 

4,955,861

3,281,698

 

Frugi Limited

Statement of Financial Position

28 January 2024

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Approved by the Board and authorised for use on 28 October 2024 and signed on its behalf by:

.........................................

Mr J Williams

Director

Company registration number: 11953610

 

Frugi Limited

Statement of Changes in Equity

Period from 30 January 2023 to 28 January 2024

Share capital
£

Retained earnings
£

Total
£

At 30 January 2023

2

(431,959)

(431,957)

Profit for the period

-

985,819

985,819

Total comprehensive income

-

985,819

985,819

At 28 January 2024

2

553,860

553,862


 

Share capital
£

Retained earnings
£

Total
£

At 1 February 2022

2

(10,969)

(10,967)

Loss for the period

-

(420,990)

(420,990)

Total comprehensive income

-

(420,990)

(420,990)

At 29 January 2023

2

(431,959)

(431,957)

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

1

General information

The Company is a private Company limited by share capital, incorporated and domiciled in England and Wales.

The address of its registered office is:
Units 2 & 2a Indian Queens Industrial Estate
Indian Queens
St Columb
Cornwall
TR9 6TF
United Kingdom

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.

Summary of disclosure exemptions

The Company has taken advantage of the following disclosure exemptions:
(1) Cash flow statement
(2) Key management personnel remuneration
(3) Transactions with Parent Company and wholly owned subsidiaries
(4) Applicable financial instrument and fair value disclosure
(5) Impact of new IFRS standards that have been issued but are not yet effective.

Going concern

The Directors have carefully considered the Company’s financial position, liquidity and future cash-flow requirements in light of the net liability position of the Company. Accordingly based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they believe it is appropriate to apply the going concern basis of accounting in preparing the financial statements. The Group remain profitable as a whole and there has been reassurances received from the Director's of the Group Companies that support would be forthcoming if needed by the Company.

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Company's activities. Turnover is shown net of the value added tax, returns, rebates and discounts.

Revenue is recognised at point of dispatch for sale of goods. There are no contracts whose performance obligations are satisfied over time. Contracts with customers do not contain a financing component or any element of variable consideration. The Company does not offer an option to purchase a warranty.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Property, plant and equipment

Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold land and buildings

33% straight line

Furniture, fittings and equipment

50% straight line

Other property, plant and equipment

20% straight line

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

Intangible assets

Intangible assets are stated in the statement of financial position at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

The cost of assets includes directly attributable incremental costs incurred in their acquisition and implementation.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:

Asset class

Amortisation method and rate

Website and software

50% straight line

Brand

7% straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade receivables

Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. All trade and other receivables are subsequently measured at amortised cost, net of impairment.

Inventories

Stocks are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

Leases

At inception of the contract, the Company assesses whether a contract is, or contains, a lease. It recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The right-of-use assets and the lease liabilities are presented as separate line items in the statement of financial position.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, plus lease payments made on or before the commencement day, less any lease incentives received and plus any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Business combinations

In a business combination the Company identified and calculates the fair value of all assets and liabilities acquired in the transaction. The difference between the aggregate value acquired and the consideration paid is recognised as goodwill. Positive goodwill is recognised as an intangible asset and negative goodwill recognised as a gain on bargain purchase through the income statement.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

Financial instruments

Initial recognition

Financial assets and financial liabilities comprise all assets and liabilities reflected in the statement of financial position, although excluding property, plant and equipment, investment properties, intangible assets, deferred tax assets, prepayments, deferred tax liabilities and employee benefits plan.

The Company recognises financial assets and financial liabilities in the statement of financial position when, and only when, the Company becomes party to the contractual provisions of the financial instrument.

Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.

Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.

Derecognition

Financial assets

The Company derecognises a financial asset when;
- the contractual rights to the cash flows from the financial asset expire,
- it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred; or
- the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset and the sum of the consideration received is recognised as a gain or loss in the profit or loss.

Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.

3

Critical accounting judgements and key sources of estimation uncertainty

Stock provision
The Directors judge whether any impairment is required of the period end inventories balance on a line by line basis. The judgement and uncertainty was increased in the prior period as the Company acquired a significant amount (£5,061,526) of aged stock as part of a trade and asset purchase. The provision is informed by both historical sales and actual sales between the balance sheet date and the date of approval of the financial statements. The carrying value of the provision at period end is £1,326,515 (2023 - £2,779,158).

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

4

Turnover

The analysis of the Company's turnover for the period from continuing operations is as follows:

2024
£

2023
£

Sale of goods

9,401,092

1,157,181

The analysis of the Company's turnover for the period by market is as follows:

2024
£

2023
£

UK

7,952,383

992,740

Europe

1,020,575

106,355

Rest of world

428,134

58,086

9,401,092

1,157,181

5

Operating profit/(loss)

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

22,586

-

Amortisation expense

52,053

3,253

6

Interest payable and similar expenses

2024
£

2023
£

Interest expense on other financing liabilities

137,074

-

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

7

Staff costs

The aggregate payroll costs (including Directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

1,969,093

521,856

Social security costs

177,578

39,069

Pension costs, defined contribution scheme

55,124

11,335

2,201,795

572,260

The average number of persons employed by the Company (including Directors) during the period, analysed by category was as follows:

2024
No.

2023
No.

Product and sourcing

14

3

Administration and support

14

3

Sales

8

3

Marketing

10

3

Distribution

25

4

71

16

8

Directors' remuneration

The Directors' remuneration for the period was as follows:

2024
£

2023
£

Remuneration

170,443

-

Contributions paid to money purchase schemes

6,814

-

177,257

-

During the period the number of Directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Received or were entitled to receive shares under long term incentive schemes

2

-

Accruing benefits under money purchase pension scheme

2

-

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

9

Auditors' remuneration

2024
£

2023
£

Audit of the financial statements

16,425

9,525


 

10

Income tax

Tax charged/(credited) in the income statement

2024
£

2023
£

Current taxation

UK corporation tax

309,624

-

Deferred taxation

Arising from origination and reversal of temporary differences

1,735

11,466

Tax expense in the income statement

311,359

11,466

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 23.99% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Profit/(loss) before tax

1,297,178

(409,524)

Corporation tax at standard rate

311,251

(77,810)

Increase from effect of expenses not deductible in determining taxable profit/(tax loss)

5,446

-

Increase arising from Group relief tax reconciliation

-

89,244

Deferred tax expense relating to changes in tax rates or laws

69

2,752

Increase from effect of tax incentives

-

(1,226)

Other tax effects for reconciliation between accounting profit and tax income

(5,407)

(1,494)

Total tax charge

311,359

11,466

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

Deferred tax

Deferred tax assets and liabilities

2024

Asset
£

Liability
£

Net deferred tax
£

Accelerated tax depreciation

-

(14,217)

(14,217)

Provisions

1,016

-

1,016

1,016

(14,217)

(13,201)

2023

Asset
£

Liability
£

Net deferred tax
£

Accelerated tax depreciation

-

(17,878)

(17,878)

Provisions

4,799

-

4,799

Tax losses carry-forwards

1,613

-

1,613

6,412

(17,878)

(11,466)

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

11

Property, plant and equipment

Furniture, fittings and equipment
£

Other property, plant and equipment
£

Total
£

Cost or valuation

At 1 February 2022

2,480

-

2,480

Additions

21,513

50,000

71,513

At 29 January 2023

23,993

50,000

73,993

At 30 January 2023

23,993

50,000

73,993

Additions

5,643

2,295

7,938

At 28 January 2024

29,636

52,295

81,931

Depreciation

At 1 February 2022

2,480

-

2,480

At 29 January 2023

2,480

-

2,480

At 30 January 2023

2,480

-

2,480

Charge for the period

12,472

10,114

22,586

At 28 January 2024

14,952

10,114

25,066

Carrying amount

At 28 January 2024

14,684

42,181

56,865

At 29 January 2023

21,513

50,000

71,513

At 1 February 2022

-

-

-

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

12

Intangible assets

Brands
£

Website and software
£

Total
£

Cost or valuation

At 1 February 2022

-

87,445

87,445

Additions

200,000

47,520

247,520

At 29 January 2023

200,000

134,965

334,965

At 30 January 2023

200,000

134,965

334,965

Additions

-

43,398

43,398

At 28 January 2024

200,000

178,363

378,363

Amortisation

At 1 February 2022

-

87,445

87,445

Amortisation charge

-

3,253

3,253

At 29 January 2023

-

90,698

90,698

At 30 January 2023

-

90,698

90,698

Amortisation charge

14,000

38,053

52,053

At 28 January 2024

14,000

128,751

142,751

Carrying amount

At 28 January 2024

186,000

49,612

235,612

At 29 January 2023

200,000

44,267

244,267

At 1 February 2022

-

-

-

Amortisation expense is included in administrative expenses.

13

Inventories

28 January
2024
£

29 January
2023
£

Finished goods and goods for resale

2,556,182

2,043,008

The cost of Inventories recognised as an expense in the period amounted to £2,842,786 (2023 - £613,356). This is included within cost of sales.

As at period end a stock provision of £1,326,515 has been recognised (2023: £2,779,158).

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

14

Trade and other receivables

Trade and other receivables falling due within one year

28 January
2024
£

29 January
2023
£

Trade receivables

319,144

-

Receivables from related parties

168,606

-

Prepayments

393,246

99,072

880,996

99,072

The majority of customers pay for goods in advance. No interest is charged on outstanding trade receivables. The Company does not hold any collateral. The carrying amount of trade and other receivables approximates the fair value.

15

Cash at bank and in hand

28 January
2024
£

29 January
2023
£

Cash at bank

1,226,206

823,778

16

Trade and other payables

28 January
2024
£

29 January
2023
£

Trade payables

333,160

164,836

Accrued expenses

142,667

47,386

Amounts due to related parties

1,407,883

662,936

Social security and other taxes

96,210

70,433

Outstanding defined contribution pension costs

9,170

43,798

Other payables

101,630

724,287

2,090,720

1,713,676

Trade payables and accruals comprise amounts outstanding for trade purchases and ongoing costs. The average credit period for trade purchases is 30-60 days. No interest is charged on overdue amounts.

The amounts due to related parties are repayable on demand. No interest is charged on outstanding balances.

The Company has a debenture with HSBC dated 11/09/2019 incorporating a fixed and floating charge over all assets. The floating charge covers all the property or undertaking of the Company. A second fixed charge and floating charge (floating charge covers all the property or undertaking of the Company) dated 23/11/2022 was registered in favour of KSL Holding EHF.

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

17

Non current liabilities

28 January
2024
£

29 January
2023
£

Amounts due to related parties

1,988,514

1,988,513

The amounts due to related parties are repayable between 30/11/2032 and 15/12/2032. 6% interest is charged on outstanding balances payable on the final repayment date.

18

Share capital

Allotted, called up and fully paid shares

 

28 January
2024

29 January
2023

 

No.

£

No.

£

Ordinary of £1 each

2

2

2

2

         

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company's residual assets.

19

Pension and other schemes

Defined contribution pension scheme

The Company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Company to the scheme and amounted to £55,124 (2023 - £11,335).

Contributions totalling £9,170 (2023 - £43,798) were payable to the scheme at the end of the period and are included in payables.

 

Frugi Limited

Notes to the Financial Statements

Period from 30 January 2023 to 28 January 2024

20

Parent and ultimate parent undertaking

Relationship between entity and parents

The parent of the largest Group in which these financial statements are consolidated is Refined Brands Limited, incorporated in England and Wales.

The address of Refined Brands Limited is:
Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St. Columb, England, TR9 6TF

A copy of the accounts of Refined Brands Limited is available on request from the registered address.

21

Related party transactions

The Company has taken advantage of the exemption from disclosing related party transactions with the parent Company and other wholly owned subsidiaries.

22

Application of new and revised standards

New and amended Standards and Interpretations applied

The following new and amended Standards and Interpretations have been issued and are effective for the current financial period of the Company. The following changes were in effect from 1 January 2023:

• Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2)
• Definition of Accounting Estimates (Amendments to IAS 8)
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
• International Tax Reform-Pillar Two Model Rules (Amendments to IAS 12)
• IFRS 17 Insurance Contracts

There are no other relevant standards or amendments issued that are first effective for the annual period beginning 29 January 2023.