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REGISTERED NUMBER: 12517218 (England and Wales)















FIDELIS HOLDINGS LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

29 JANUARY 2023 TO 3 FEBRUARY 2024






FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024




Page

Company Information 1

Group Strategic Report 2 to 7

Report of the Directors 8 to 9

Report of the Independent Auditors 10 to 13

Consolidated Income Statement 14

Consolidated Other Comprehensive Income 15

Consolidated Statement of Financial Position 16

Company Statement of Financial Position 17

Consolidated Statement of Changes in Equity 18

Company Statement of Changes in Equity 19

Consolidated Statement of Cash Flows 20

Notes to the Consolidated Statement of Cash Flows 21 to 22

Notes to the Consolidated Financial Statements 23 to 37


FIDELIS HOLDINGS LTD

COMPANY INFORMATION
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024







DIRECTORS: R Hancox
A E Day
M J Tate





SECRETARY: A E Day





REGISTERED OFFICE: Wool Hall Farm
Cross Gate
Wykeham
Spalding
PE12 6HW





REGISTERED NUMBER: 12517218 (England and Wales)





AUDITORS: Duncan & Toplis Audit Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

GROUP STRATEGIC REPORT
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

The directors present their strategic report of the company and the group for the period 29 January 2023 to 3 February 2024.

BUSINESS REVIEW

FreshLinc Group

Turnover reduced by 4% during the year.

This reduction was driven by falling fuel prices and hence reduced fuel surcharge revenues, coupled with the loss of a significant retail contract which has largely been offset by entry into new arenas and continued development of our specialist haulage operations.

The group continued to diversify through the year into new sectors and continued to increase its portfolio of high-quality assets within its ambient and chilled arenas.

Key factors driving business performance during the year were: -

- Margin reduction due to the continued inflationary pressure throughout the industry, specifically in relation to continued cost increases in replacement fleet and driver pay rates.

- Loss of a significant retail contract to their own recently acquired in house distribution business.

- Following a period of fit out, the opening of our flagship ambient stockholding & value-added distribution business "PS140", located in Peterborough, Cambridgeshire, a brand new 140,000 sq.ft , 24,000 pallet capacity facility, servicing major retailers with stock held on behalf of both UK and international import businesses. The first few months of operation adversely affected overall business performance for the year, whilst the stock building was in progress; however, the facility is now operating close to capacity with a cost-effective quality service provision to retail and their suppliers.

- The implementation of a second specialist distribution operation for a major UK utility pipe provider, based in Huthwaite, Nottinghamshire, which commenced in July 2023.

- Purchase of a further chilled distribution facility in Spalding, Lincolnshire, in September 2023, increasing chilled stockholding and distribution capacity, together with additional facilities for the packing and ripening of customer products, enabling us to offer full-service provision from port of entry to final retail destination.

- The further development of the FloraLinc business, through continued development of the Pinchbeck site, providing glasshouse and outdoor growing facilities for two major UK garden centre and retail growers.



Keepstem Group

The core business activities of the group remain the production, harvesting, packing and marketing of a wide range of arable crops grown on our extensive land bank in South Lincolnshire, the procurement and marketing of imported fresh vegetables and the provision of agricultural contracting and contract vegetable packing services to our established client base.

Upward price pressure continued in 2023, albeit at a lower rate than in 2022, particularly with regard to staff, fertiliser, transport and energy costs. The factor that had the most significant impact on the results in the year though was the climate. Firstly, an eight-day period in December 2022, when average daily temperatures were below freezing point, severely affected the over-wintered cauliflower crop that was harvested in the spring of 2023 while later in the year, the autumn of 2023 turned out to be one of the wettest on record and this adversely impacted both crop yields but also significantly increased operating costs, particularly the costs associated with the harvesting of crops. The increases in input cost prices were able to be passed on to our customers but the reduced crop yields and higher operating costs did impact adversely on results. Total turnover in the period of £68,554,640 was 8.4% up on the previous financial period. Other income was reduced in large part due to a decrease in rent receivable as we took back property in hand. The above factors combined to squeeze the operating margin that was negative by 0.78% at the year-end compared to the positive figure of 0.39% that was reported last year. Over the period under review bank base rates rose by 1.75% and this increase along with increased borrowings to finance capital expenditure, some of which was brought forward from 2024 in order to make sure that we maximised our ability to harvest our potato crop in such difficult conditions, combined to increase interest payable by £397,649 year on year. The narrowing of the operating margin and increased interest charges resulted in a loss before taxation of £1,271,379 in the year.

Once again we successfully retained all of our main customers during the period who continue to support our business knowing that we remain the supplier that can be relied upon to deliver the quantity and quality of product needed at all times in a timely manner no matter how challenging that might be which was especially the case in the autumn of 2023.

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

GROUP STRATEGIC REPORT
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024


The group continues to be mindful that it has a significant presence in the local area given the acreage of land farmed and number of vehicles needed to conduct its operations and always endeavours to minimise the impact of its operations on the community and the environment.

FUTURE OUTLOOK
FreshLinc Group

Whilst financial performance for the year was significantly behind the previous year two main factors affected this reduction. Firstly, the unusually buoyant trading environment post covid lockdowns has now returned to normal levels, and the investments and startup costs associated with various new sites and sectors we have entered during the year have impacted on returns made within the year. We do however remain confident the group will continue to grow and delight its customers in the year ahead.

Despite the challenges faced throughout our industry in terms of the economic outlook and well publicised business failures, we are confident we will continue to deliver a first-class, bespoke service to our customer base, and produce satisfactory returns for the business and shareholders in the long term.

Our track record of consistent substantial growth over the past few years, and our sustained investment in the scale of operation, geographic coverage and network, together with the service levels our customers demand, will continue to give us the opportunity to further diversify our customer base, scale and capabilities.

Our dedicated and committed employees remain our key asset as the business diversifies and flourishes.

Keepstem Group

Although much wetter than average, the winter of 2023/24 was milder than the previous winter and no crops were lost to frost damage although some were lost to water damage but better prices for our crops resulted in a further increase in turnover in the first half of 2024 and an improved operating margin over that period. We were once again successful in re-negotiating prices with all our key retail customers that will help to cover the continuing rise in staff and input costs. Taking all matters into consideration the directors remain confident of the prospects for the group given its customer base and access to some of the best grade one land in the country, worked by modern equipment that is operated by our own skilled workforce.


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

GROUP STRATEGIC REPORT
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

PRINCIPAL RISKS AND UNCERTAINTIES
FreshLinc Group

The principal financial risk facing the group would be the loss of its customer base. However, the group has performed very well by winning new business through its focus on cost control and high service levels and given the growth and diversification of the recent past, our reliance on any one key contract has been reduced significantly.

The group is also subject to environmental and health and safety risks and mitigates these by a focus on training, equipment maintenance, fleet replacement programme and stringent internal audit controls.

Keepstem Group

Our primary risk is in relation to the impact that the weather can have on crop yields and costs of production. We have however operated subject to these risks for over 26 years but with experienced managers, the best possible equipment and a supporting network of growers have always been able to maximise our output of high quality product in order to meet the exacting standards of our customers.

The group is also subject to environmental and health and safety risks and mitigates these by a focus on training, equipment maintenance, fleet replacement programme and stringent internal audit controls.

ENVIRONMENTAL RISK

On the growing side of the group primary risk is in relation to the impact that the weather can have on crop yields and costs of production. We have however operated subject to these risks for 37 years but with experienced managers, the best possible equipment and a supporting network of growers have always been able to maximise our output of high quality product in order to meet the exacting standards of our customers.

MARKET RISK

Market risk encompasses three types of risk, being currency risk, fair value interest rate and price risk. The group's policies for managing fair value interest rate risk are considered along with those for managing cash flow interest rate risk and are set out in the subsection entitled "interest rate risk" below.

LIQUIDITY RISK

The group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Short-term flexibility is achieved by an asset backed bank lending facility.

INTEREST RATE RISK

The group finances its operations through a mixture of retained profits, bank borrowings and hire purchase agreements. The group's exposure to interest rate fluctuations or its borrowings is mitigated by the use of fixed interest hire purchase agreements.

CREDIT RISK

The group's principal financial assets are cash and trade debtors.

In order to manage credit risk, the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history.


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

GROUP STRATEGIC REPORT
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

SECTION 172(1) STATEMENT
Stakeholder Engagement

As the Board of Fidelis Holdings Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the company's success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the company and its stakeholders. This statement addresses the ways in which we as a Board manage this responsibility.

Promoting the company's success for its members

Fidelis Holdings Limited was incorporated in March 2020 as the corporate entity to be used by the three founding shareholders of the separate groups, Keepstem Limited and FreshLinc Group Limited, being Robin Hancox, Aubrey Day and Martin Tate to bring together the groups under a single holding company. The company and its group continues to be owned and controlled by these three, with Robin Hancox continuing to be the majority shareholder. We're proud of the ways in which the separate groups, over the last 26 years, have continued to achieve consistent long-term growth and has provided employment, training and financial reward for an increasing number of colleagues.

We aim to be the best-in-class haulier and supplier of fresh produce within all the marketplaces in which we trade and have demonstrated a strong history of customer service. In a competitive market we strive to continue to grow our business through further opportunities with our current customers and through new business based on our reputation for quality of service and product, accessibility to colleagues at all levels within our business, and personal relationships developed over time with our customer base.

We acknowledge that, in order to progress to the next phase in the company's future, it is likely that we will need to enhance our asset base. Our twin aims are to maximize the company's ability to grow profits and market share whilst returning the highest possible value to the shareholders.

We make strategic decisions based on long-term objectives. In particular, this has meant significant investment in our haulage fleet, farm and packing equipment and our IT infrastructure. Investment will continue over the coming years to ensure we continue to offer top quality produce at a competitive price.

Engaging with stakeholders

Our key stakeholders, and the ways in which we engage with them, are as follows:

Our employees

FreshLinc Group

Our distribution operations rely heavily on a skilled team including warehouse operatives, HGV drivers’ operations staff and management on a twenty-four hour, 7 day a week basis, as well as a focused central team of business development, finance, HR and IT professionals. We are renowned for our customer service, which requires us to adapt to last-minute changes and challenges faced in operating over 300 vehicles and 800 trailers, delivering to multiple locations on a daily basis, to tight delivery schedules and ever-increasing demands for the order process to be just in time. We cannot achieve this without our team.

Recruitment and retention of staff is therefore a critical business activity. We help to engage with team members by:

- setting remuneration at market-leading rates,

- providing training and career development support,

Keepstem Group

Our operations rely heavily on a skilled team including tractor drivers, factory operatives, production staff and management on a 7 day a week basis, as well as a focused central team of marketing, finance, HR and IT professionals. We are renowned for our customer service, which requires us to adapt to the ever-changing impact of our variable climate on product availability. We cannot achieve this without our team.

Recruitment and retention of staff is therefore a critical business activity. We help to engage with team members by:

- setting remuneration at market-leading rates,

- providing training and career development support.


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

GROUP STRATEGIC REPORT
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

Our customers and suppliers

FreshLinc Group

We invest heavily in our fleet replacement programme ensuring we have the most fuel efficient and environmentally beneficial vehicles, together with a robust driver training and compliance system, to ensure we can continue to offer customers the best quality distribution service for their products to marketplace. We meet with key customers at least every quarter to review new opportunities.

Our business model prioritises quality and delivery. We believe we are competitive in our chosen marketplaces, but feel it is our consistently high service levels that differentiate us from our peers. Our customers value the high degree of interaction and expertise, from the tender process through to renewal of contracts.

We have built and will maintain a reputation for transparency and fair dealing in our interaction with customers and suppliers.

Keepstem Group

We invest heavily in our farm and packing equipment replacement programme ensuring that we have the most fuel efficient and environmentally beneficial vehicles, together with a robust driver training system, to ensure we can continue to offer customers the best quality produce in the marketplace. We liaise with key customers on a daily basis and meet regularly to review new opportunities.

Our business model priorities quality and service. We believe we are competitive in our chosen marketplaces, but feel it is our consistently high levels of product quality and availability that differentiates us from our piers. Our customers value the high degree of interaction and expertise.

We have built and will maintain a reputation for transparency and fair dealing in our interaction with customers and suppliers.

Our community

We are a private group with the original three shareholders, all of whom continue to work within the group businesses, with our roots in farming the fertile soils around Spalding, and we continue to be a significant employer in the local community. We provide distribution services to several local charities at Christmas time and at various other religious festivals on an annual basis.

Our planet

FreshLinc Group

Our industry contributes to environmental pollution and we are working hard to minimise the impact of our operations. We operate exclusively Euro VI vehicles within our fleet and our focus on driver behaviour enables us to ensure our impact on the environment is minimised.

Keepstem Group

Our industry contributes to environmental pollution and we are working hard to minimise the impact of our operations. We operate the most modern low emissions equipment and our focus on driver behaviour also enables us to ensure our impact on the environment is minimised.

FINANCIAL KEY PERFORMANCE INDICATORS
1. There was a gross profit of £31,779,510 in the period which was a positive 15.65% margin, compared to a positive 15.55% margin in the previous period.

2. Operating profit of £1,814,194 (2023 - £6,257,330).


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

GROUP STRATEGIC REPORT
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

OTHER KEY PERFORMANCE INDICATORS
The group measures its non-financial performance in several areas as follows:

1. The securing of new business is a critical area if the business is to continue to grow. The value of contracts won during the year is therefore closely monitored by directors.

2. The service delivery to key customers is measured and reported on a daily, weekly and monthly basis, in conjunction with those key customers in areas such as delivery on time, service availability and quality scores.

3. A number of operating KPI's relating to vehicle operation are monitored within the business to ensure operational efficiency is maximised, especially through all seasonal peaks.

ON BEHALF OF THE BOARD:





A E Day - Director


30 October 2024

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

REPORT OF THE DIRECTORS
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

The directors present their report with the financial statements of the company and the group for the period 29 January 2023 to 3 February 2024.

DIVIDENDS
Dividends paid during the year amounted to £499,950 (2023 - £99,000). No final dividends are proposed.

DIRECTORS
The directors shown below have held office during the whole of the period from 29 January 2023 to the date of this report.

A E Day
R Hancox
M J Tate

POLITICAL DONATIONS AND EXPENDITURE
In the year ending 2024 £16,123 was donated to UK charities (2023 - £15,346).

STREAMLINED ENERGY AND CARBON REPORTING
Units 2024 2023
Energy Consumption MWh 167,040 148,406
Scope 1 Emissions tCO2e 40,315 35,748
Scope 2 Emissions tCO2e 5,512 5,334
Total Gross Scope 1 & 2 Emissions tCO2e 45,827 41,082
Intensity Ratio tCO2e/£ 0.003 0.003

The above comparative figures present the energy usage for the 12 month period of the Fidelis Group in the year ending 2024.

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;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained
in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

REPORT OF THE DIRECTORS
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024


AUDITORS
The auditors, Duncan & Toplis Audit Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A E Day - Director


30 October 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FIDELIS HOLDINGS LTD

Opinion
We have audited the financial statements of Fidelis Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 3 February 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 3 February 2024 and of the group's loss 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 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.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FIDELIS HOLDINGS LTD


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 eight, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FIDELIS HOLDINGS LTD


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:

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 have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards.

We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.
The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit.

This included the identification and testing of unusual material journal entries and Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations, Food Safety regulations, Haulage and operator regulations and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management, and inspection. This inspection included a review of the external audits conducted in the year, confirmation of renewed relevant memberships and licenses and a detailed walkthrough of Health and Safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FIDELIS HOLDINGS LTD


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.




Alistair Main FCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor
Enterprise Way
Pinchbeck
Spalding
Lincolnshire
PE11 3YR

31 October 2024

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

Period Period
29.1.23 to 3.2.24 30.1.22 to 28.1.23
Notes £    £    £    £   

TURNOVER 3 203,004,896 207,712,948

Cost of sales 171,225,386 175,479,165
GROSS PROFIT 31,779,510 32,233,783

Distribution costs 8,023,752 7,762,492
Administrative expenses 23,105,265 19,768,028
31,129,017 27,530,520
650,493 4,703,263

Other operating income 1,163,701 1,554,067
OPERATING PROFIT 6 1,814,194 6,257,330

Interest receivable and similar income 6,804 2,508
1,820,998 6,259,838

Interest payable and similar expenses 7 2,021,525 887,035
(LOSS)/PROFIT BEFORE TAXATION (200,527 ) 5,372,803

Tax on (loss)/profit 8 335,066 198,063
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD (535,593 ) 5,174,740
(Loss)/profit attributable to:
Owners of the parent (535,593 ) 5,174,740

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
Notes £    £   

(LOSS)/PROFIT FOR THE PERIOD (535,593 ) 5,174,740


OTHER COMPREHENSIVE INCOME
Remeasurement gain/(loss) on defined
benefit pension scheme (149,000 ) 367,000
Movement on deferred tax relating to
defined benefit pension asset (28,250 ) 108,550
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR THE
PERIOD, NET OF INCOME TAX

(177,250

)

475,550
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

(712,843

)

5,650,290

Total comprehensive income attributable to:
Owners of the parent (712,843 ) 5,650,290

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
3 FEBRUARY 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 406,191 507,956
Tangible assets 12 36,146,958 28,066,645
Investments 13 - -
Investment property 14 426,243 240,000
36,979,392 28,814,601

CURRENT ASSETS
Stocks 15 9,275,688 6,922,976
Debtors 16 34,770,751 32,333,045
Cash at bank and in hand 28,917 100,141
44,075,356 39,356,162
CREDITORS
Amounts falling due within one year 17 52,971,099 43,269,865
NET CURRENT LIABILITIES (8,895,743 ) (3,913,703 )
TOTAL ASSETS LESS CURRENT LIABILITIES 28,083,649 24,900,898

CREDITORS
Amounts falling due after more than one year 18 (12,610,086 ) (8,780,864 )

PROVISIONS FOR LIABILITIES 23 (1,545,100 ) (1,091,778 )

PENSION ASSET 26 680,000 793,000
NET ASSETS 14,608,463 15,821,256

CAPITAL AND RESERVES
Called up share capital 24 11,000 11,000
Share premium 25 304,229 304,229
Revaluation reserve 25 2,197,468 2,197,468
Capital redemption reserve 25 1,005,170 1,005,170
Merger reserve 25 605,723 605,723
Retained earnings 25 10,484,873 11,697,666
SHAREHOLDERS' FUNDS 14,608,463 15,821,256

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2024 and were signed on its behalf by:





R Hancox - Director


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

COMPANY STATEMENT OF FINANCIAL POSITION
3 FEBRUARY 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 315,229 315,229
Investment property 14 - -
315,229 315,229

CURRENT ASSETS
Debtors 16 2,900 2,900
Cash at bank 137 90
3,037 2,990
NET CURRENT ASSETS 3,037 2,990
TOTAL ASSETS LESS CURRENT LIABILITIES 318,266 318,219

CAPITAL AND RESERVES
Called up share capital 24 11,000 11,000
Share premium 304,229 304,229
Retained earnings 3,037 2,990
SHAREHOLDERS' FUNDS 318,266 318,219

Company's profit for the financial year 499,997 101,990

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2024 and were signed on its behalf by:





R Hancox - Director


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 30 January 2022 11,000 6,146,376 304,229

Changes in equity
Dividends - (99,000 ) -
Total comprehensive income - 5,650,290 -
Balance at 28 January 2023 11,000 11,697,666 304,229

Changes in equity
Dividends - (499,950 ) -
Total comprehensive income - (712,843 ) -
Balance at 3 February 2024 11,000 10,484,873 304,229
Capital
Revaluation redemption Merger Total
reserve reserve reserve equity
£    £    £    £   
Balance at 30 January 2022 2,197,468 1,005,170 605,723 10,269,966

Changes in equity
Dividends - - - (99,000 )
Total comprehensive income - - - 5,650,290
Balance at 28 January 2023 2,197,468 1,005,170 605,723 15,821,256

Changes in equity
Dividends - - - (499,950 )
Total comprehensive income - - - (712,843 )
Balance at 3 February 2024 2,197,468 1,005,170 605,723 14,608,463

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 30 January 2022 11,000 - 304,229 315,229

Changes in equity
Dividends - (99,000 ) - (99,000 )
Total comprehensive income - 101,990 - 101,990
Balance at 28 January 2023 11,000 2,990 304,229 318,219

Changes in equity
Dividends - (499,950 ) - (499,950 )
Total comprehensive income - 499,997 - 499,997
Balance at 3 February 2024 11,000 3,037 304,229 318,266

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,786,733 6,919,150
Interest paid (1,756,186 ) (757,075 )
Interest element of hire purchase payments paid (265,339 ) (129,960 )
Government grants 323,141 236,923
Tax paid 246,727 113,828
Net cash from operating activities 2,335,076 6,382,866

Cash flows from investing activities
Purchase of intangible fixed assets (27,698 ) (19,625 )
Purchase of tangible fixed assets (11,275,217 ) (7,558,480 )
Purchase of investment property (186,243 ) -
Sale of tangible fixed assets 936,499 357,682
Pension Scheme impact on reserves (64,250 ) -
Interest received 6,804 2,508
Net cash from investing activities (10,610,105 ) (7,217,915 )

Cash flows from financing activities
New HP in year 5,411,362 2,224,511
Loan repayments in year (2,455,637 ) (763,424 )
New loans in the year 4,500,000 995,973
Capital repayments in year (3,193,429 ) (1,169,890 )
Equity dividends paid (499,950 ) (99,000 )
Net cash from financing activities 3,762,346 1,188,170

(Decrease)/increase in cash and cash equivalents (4,512,683 ) 353,121
Cash and cash equivalents at beginning of
period

2

(12,204,733

)

(12,557,854

)

Cash and cash equivalents at end of period 2 (16,717,416 ) (12,204,733 )

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
(Loss)/profit before taxation (200,527 ) 5,372,803
Depreciation charges 2,564,155 2,064,196
Profit on disposal of fixed assets (176,285 ) (111,841 )
Government grants (323,143 ) (236,923 )
Finance costs 2,021,525 887,035
Finance income (6,804 ) (2,508 )
3,878,921 7,972,762
Increase in stocks (2,352,712 ) (149,871 )
Increase in trade and other debtors (2,421,962 ) (1,093,847 )
Increase in trade and other creditors 4,682,486 190,106
Cash generated from operations 3,786,733 6,919,150

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 3 February 2024
3.2.24 29.1.23
£    £   
Cash and cash equivalents 28,917 100,141
Bank overdrafts (16,746,333 ) (12,304,874 )
(16,717,416 ) (12,204,733 )
Period ended 28 January 2023
28.1.23 30.1.22
£    £   
Cash and cash equivalents 100,141 241,084
Bank overdrafts (12,304,874 ) (12,798,938 )
(12,204,733 ) (12,557,854 )


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

3. ANALYSIS OF CHANGES IN NET DEBT

At 29.1.23 Cash flow At 3.2.24
£    £    £   
Net cash
Cash at bank and in hand 100,141 (71,224 ) 28,917
Bank overdrafts (12,304,874 ) (4,441,459 ) (16,746,333 )
(12,204,733 ) (4,512,683 ) (16,717,416 )
Debt
Finance leases (4,091,120 ) (2,217,933 ) (6,309,053 )
Debts falling due within 1 year (1,121,638 ) 142,663 (978,975 )
Debts falling due after 1 year (6,408,962 ) (2,187,026 ) (8,595,988 )
(11,621,720 ) (4,262,296 ) (15,884,016 )
Total (23,826,453 ) (8,774,979 ) (32,601,432 )

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

1. STATUTORY INFORMATION

Fidelis Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty
Some of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are based on the director's prior experiences and using their best knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the financial statements. Information about such judgements and estimations is included in the accounting policies and/or notes to the accounts. The key areas are summarised below;

Judgements in applying accounting policies
- The directors must judge whether all of the conditions required for the turnover to be recognised in profit and loss for the financial year, as set out in revenue note, have been met.

Key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are stock valuation and valuation of the pension scheme.

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from haulage and freight transport services are recognised in the period in which the services are provided.

Revenue from contracts to provide services are recognised in the period in which the services are provided.

Revenue from the sale of goods are recognised when all of the following conditions are satisfied:
- the Group has transferred the significant risks and rewards of ownership to the buyer;
- the Group retains neither continuing managerial involvement to the degree usually associated with ownership
nor effective control over the good sold;
- the amount of revenue can be measured reliably;
- it is probable that the Group will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive income over 10 years.

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.

Computer software is being amortised evenly over its estimated useful life of nil years.

Computer software
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation is provided on the following bases:

Software-20-33% straight line

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is shorter.

Freehold property-2% - 10% straight line
Plant and machinery-5% - 33% straight line
Office equipment-33% straight line

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Investment property is carried at fair value determined annually by external valuers and derived from the current market rates and investment property yields for comparable real estate, adjusted if necessary for any differences in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Comprehensive Income.

Stocks
Stocks are stated at the lower of cost and net realisable values, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less cost to complete and sell. The impairment loss is recognised immediately in profit or loss.

Produce is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of produce.

Financial instruments
The company has chosen to adopt the FRS 102A in respect of financial instruments.

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the income statement.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors 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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation
Taxation for the period 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 statement of financial position date.


FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 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 statement of financial position 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 period 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.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pensions
Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.

Defined benefit pension plan

The company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration.

The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using the market yields on high quality corporate bonds that are denominated in sterling and that have term approximating to the estimated period of the future payments.

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement gain/(loss) on defined benefit pension scheme'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not attacked rate, the financial asset or liability is measured, at market, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cash.

Financial assets that are measured at cost and amortised costs are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

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 file value. Changes in the fair value of the derivatives are recognised in profit or loss in finance costs or income as appropriate. The group does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

3. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
United Kingdom 190,658,664 195,215,261
Europe 12,346,232 12,497,687
203,004,896 207,712,948

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

4. EMPLOYEES AND DIRECTORS
Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
Wages and salaries 34,352,755 29,197,614
Social security costs 3,340,141 2,988,661
Other pension costs 609,892 454,202
38,302,788 32,640,477

The average number of employees during the period was as follows:
Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23

Operations Staff 812 678
Admin staff 51 47
863 725

5. DIRECTORS' EMOLUMENTS
Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
Directors' remuneration 528,172 529,737

Information regarding the highest paid director is as follows:
Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
Emoluments etc 199,542 199,002

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
Hire of plant and machinery 14,741,676 12,308,381
Other operating leases 4,690,498 2,442,997
Depreciation - owned assets 1,909,393 1,286,466
Depreciation - assets on hire purchase contracts 525,297 657,207
Profit on disposal of fixed assets (176,285 ) (111,841 )
Goodwill amortisation 95,202 93,407
Computer software amortisation 34,261 27,117
Auditors' remuneration 58,435 60,701
Auditors remuneration - taxation compliance 5,070 3,150
Foreign exchange differences 1,550 20,148

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

7. INTEREST PAYABLE AND SIMILAR EXPENSES
Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
Bank interest 1,267,251 512,317
Bank loan interest 484,264 244,758
Interest payable 4,671 -
Hire purchase interest 265,339 129,960
2,021,525 887,035

8. TAXATION

Analysis of the tax charge
The tax charge on the loss for the period was as follows:
Period Period
29.1.23 30.1.22
to to
3.2.24 28.1.23
£    £   
Current tax:
Adjustment re previous years (234,221 ) (99,408 )

Deferred tax 569,287 297,471
Tax on (loss)/profit 335,066 198,063

Tax effects relating to effects of other comprehensive income

29.1.23 to 3.2.24
Gross Tax Net
£    £    £   
Remeasurement gain/(loss) on defined
benefit pension scheme (149,000 ) - (149,000 )
Movement on deferred tax relating to
defined benefit pension asset (28,250 ) - (28,250 )
(177,250 ) - (177,250 )

30.1.22 to 28.1.23
Gross Tax Net
£    £    £   
Remeasurement gain/(loss) on defined
benefit pension scheme 367,000 - 367,000
Movement on deferred tax relating to
defined benefit pension asset 108,550 - 108,550
475,550 - 475,550

9. 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.


10. DIVIDENDS

The total distribution for the year ended 3 February 2024 is £499,950 (2023 - £99,000).

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

11. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 29 January 2023 936,633 626,191 1,562,824
Additions - 27,698 27,698
At 3 February 2024 936,633 653,889 1,590,522
AMORTISATION
At 29 January 2023 499,366 555,502 1,054,868
Amortisation for period 95,202 34,261 129,463
At 3 February 2024 594,568 589,763 1,184,331
NET BOOK VALUE
At 3 February 2024 342,065 64,126 406,191
At 28 January 2023 437,267 70,689 507,956

12. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and
property machinery fittings Totals
£    £    £    £   
COST
At 29 January 2023 16,672,865 27,889,900 - 44,562,765
Additions 3,363,583 7,882,683 28,951 11,275,217
Disposals - (2,280,135 ) - (2,280,135 )
At 3 February 2024 20,036,448 33,492,448 28,951 53,557,847
DEPRECIATION
At 29 January 2023 2,324,207 14,171,913 - 16,496,120
Charge for period 268,613 2,164,144 1,933 2,434,690
Eliminated on disposal - (1,519,921 ) - (1,519,921 )
At 3 February 2024 2,592,820 14,816,136 1,933 17,410,889
NET BOOK VALUE
At 3 February 2024 17,443,628 18,676,312 27,018 36,146,958
At 28 January 2023 14,348,658 13,717,987 - 28,066,645

The net book value of tangible fixed assets includes £10,161,586 (2023 - £6,227,242) in respect of assets held under hire purchase contracts.

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 29 January 2023
and 3 February 2024 315,229
NET BOOK VALUE
At 3 February 2024 315,229
At 28 January 2023 315,229

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Keepstem Limited
Registered office: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW
Nature of business: Growing of crops
%
Class of shares: holding
Ordinary A 100.00

FreshLinc Group Limited
Registered office: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW
Nature of business: Freight transport
%
Class of shares: holding
Ordinary 100.00

DirectLinc Limited
Registered office:
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

This company is claiming exemption from audit under s480.

The registered office of the company is: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW.

Top Up Resources Limited
Registered office:
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

This company is claiming exemption from audit under s480.

The registered office of the company is: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW.

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

13. FIXED ASSET INVESTMENTS - continued

LFP Vegetables Limited
Registered office:
Nature of business: growing of crops
%
Class of shares: holding
Ordinary A 100.00
Ordinary B 100.00

This company is claiming exemption from audit under s479a.

The registered office of the company is: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW.

Lincolnshire Field Products Limited
Registered office:
Nature of business: growing of crops
%
Class of shares: holding
Ordinary 100.00

The registered office of the company is: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW.

FreshLinc Limited
Registered office:
Nature of business: transport of freight
%
Class of shares: holding
Ordinary 100.00

The registered office of the company is: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW.

PortLinc Limited
Registered office:
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

This company is claiming exemption from audit under s480.

The registered office of the company is: Wool Hall Farm, Cross Gate, Wykeham, Spalding, Lincolnshire, PE12 6HW.


14. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 29 January 2023 240,000
Additions 186,243
At 3 February 2024 426,243
NET BOOK VALUE
At 3 February 2024 426,243
At 28 January 2023 240,000

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

15. STOCKS

Group
2024 2023
£    £   
Stocks 259,085 304,743
Raw materials 1,794,111 1,696,255
Work-in-progress 4,359,586 3,031,064
Finished goods 2,862,906 1,890,914
9,275,688 6,922,976

16. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 30,480,236 29,357,613 - -
Amounts owed by participating interests - 30,000 2,900 2,900
Other debtors 670,924 35,981 - -
Taxation 15,744 - - -
VAT 864,396 806,376 - -
Prepayments and accrued income 2,739,451 2,103,075 - -
34,770,751 32,333,045 2,900 2,900

17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Bank loans and overdrafts (see note 19) 17,725,308 13,426,512
Hire purchase contracts (see note 20) 2,294,955 1,719,218
Trade creditors 24,978,905 21,091,712
Amounts owed to participating interests 208,000 -
Other taxes and social security 1,876,196 1,957,889
Other creditors 2,185,471 1,549,150
Accruals and deferred income 3,702,264 3,525,384
52,971,099 43,269,865

18. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2024 2023
£    £   
Bank loans (see note 19) 8,595,988 6,408,962
Hire purchase contracts (see note 20) 4,014,098 2,371,902
12,610,086 8,780,864

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

19. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 16,746,333 12,304,874
Bank loans 978,975 1,121,638
17,725,308 13,426,512
Amounts falling due between one and two years:
Bank loans - 1-2 years 420,000 662,664
Amounts falling due between two and five years:
Bank loans - 2-5 years 8,175,988 5,746,298

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£    £   
Net obligations repayable:
Within one year 2,294,955 1,719,218
Between one and five years 3,787,907 2,371,902
In more than five years 226,191 -
6,309,053 4,091,120

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 17,496,599 12,087,564
Between one and five years 33,129,621 16,604,950
In more than five years 4,265,050 121,905
54,891,270 28,814,419

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

21. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank overdrafts 16,746,333 12,304,874
Bank loans 9,574,963 7,530,600
Hire purchase contracts 6,309,053 4,091,120
32,630,349 23,926,594

Amounts due under finance lease and hire purchase are secured against the assets to which they relate.

The bank overdraft is secured by fixed and floating charges over all assets of the company. There is an unlimited multilateral guarantee given by FreshLinc Group, FreshLinc Limited, Keepstem Limited, Directlinc Limited and Lincolnshire Field Products Limited to HSBC Bank.

22. FINANCIAL INSTRUMENTS

Group Group Company Company
3 February 28 January 3 February 28 January
2024 2023 2024 2023
£    £    £    £   
Financial assets
Financial assets 31,254,903 29,493,735 3,037 2,990

Financial liabilities
Financial liabilities 63,497,225 50,092,840 - -
Financial assets measured at amortised cost comprise trade debtors, amounts owed by the group, amounts owed by related party, other debtors and cash and cash equivalents.

Financial liabilities measured at amortised costs comprise bank loans and overdrafts, trade creditors, amounts owed to group, amounts owed to related party, obligations under finance lease and hire purchase, other creditors and accruals.

23. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 1,117,510 519,973

Other provisions 427,590 571,805

Aggregate amounts 1,545,100 1,091,778

Group
Deferred Other
tax provisions
£    £   
Balance at 29 January 2023 519,973 571,805
Provided during period 597,537 -
Credit to Income Statement during period - (144,215 )
Balance at 3 February 2024 1,117,510 427,590

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

23. PROVISIONS FOR LIABILITIES - continued

Other provisions are an insurance provision included in relation to potential third party insurance claims.

24. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
11,000 Ordinary 1 11,000 11,000

25. RESERVES

Group
Retained Share Revaluation
earnings premium reserve
£    £    £   

At 29 January 2023 11,697,666 304,229 2,197,468
Deficit for the period (535,593 )
Dividends (499,950 )
Adjustments to STRGL (177,250 ) - -
At 3 February 2024 10,484,873 304,229 2,197,468

Group
Capital
redemption Merger
reserve reserve Totals
£    £    £   

At 29 January 2023 1,005,170 605,723 15,810,256
Deficit for the period (535,593 )
Dividends (499,950 )
Adjustments to STRGL - - (177,250 )
At 3 February 2024 1,005,170 605,723 14,597,463

a) Share premium account

The share premium account represents the premium arising on the issue of shares net of issue costs.

b) Revaluation reserve

The revaluation reserve represents the cumulate effect of revaluations of tangible fixed assets where a policy of revaluation has been adopted.

c) Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

d) Capital redemption reserve

The capital redemption reserve represents amounts that are transferred following the redemption or purchase of a company’s own shares.

e) Merger reserve

The merger reserve represents the difference between the value of shares issued by the Company in exchange for the value of shares acquired in respect of the acquisition of subsidiaries accounted for under the pooling-of-interest method.

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

26. EMPLOYEE BENEFIT OBLIGATIONS

Defined contribution pension scheme

The Group operates a defined contribution pension scheme for the benefit of the employees and directors. The assets of the schemes are administered by trustees in funds independent from those of the group.

Defined benefit pension scheme

The Group operates a defined benefit scheme for the benefit of the employees and one director, however this scheme was closed to future accrual on 31 August 2010. On 1 September 2010 the Group established a new group personal pension plan for the benefit of the employees and one director.

The assets of the defined benefit scheme are administered by trustees in funds independent from those of the Group.

The costs and liabilities of the scheme are based on actuarial valuations. The most recent actuarial valuation was carried out at 30 June 2023, this was updated to 03 February 2024 by a qualified independent actuary.

Pension costs are assessed in accordance with the advice of a qualified actuary using the Minimum Funding Requirement method.

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Current service cost - -
Net interest from net defined benefit
asset/liability

(36,000

)

(9,000

)
Past service cost - -
(36,000 ) (9,000 )

Actual return on plan assets 118,000 64,000

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Opening defined benefit obligation 1,835,000 2,311,000
Interest cost 82,000 55,000
Benefits paid (75,000 ) (52,000 )
Actuarial (gains)/losses from changes in financial
assumptions

(176,000

)

(479,000

)
1,666,000 1,835,000

FIDELIS HOLDINGS LTD (REGISTERED NUMBER: 12517218)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 29 JANUARY 2023 TO 3 FEBRUARY 2024

26. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Opening fair value of scheme assets 2,628,000 2,701,000
Contributions by employer - 27,000
Expected return 118,000 64,000
Benefits paid (75,000 ) (52,000 )
Return on plan assets (excluding interest income) (325,000 ) (112,000 )
2,346,000 2,628,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Actuarial (gains)/losses from changes in financial
assumptions

176,000

479,000
Return on plan assets (excluding interest income) (325,000 ) (112,000 )
(149,000 ) 367,000

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Equities 131,000 124,000
Gilts 2,114,000 2,312,000
Cash/other 101,000 192,000
2,346,000 2,628,000

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024 2023
Discount rate 4.90% 4.50%

27. RELATED PARTY DISCLOSURES

During the year the group charged LFP Investments Limited a total of £6,000 (2022 - £6,000) in relation to management services. LFP Investments Limited is private limited company wholly owned by the directors of this group.

Transactions with wholly owned subsidiaries of Fidelis Holdings Limited are exempt from the requirements of FRS 102 to disclose transactions with these companies on the grounds that consolidated accounts are publicly available from Companies House.

28. ULTIMATE CONTROLLING PARTY

The Board of Directors of Fidelis Holdings Limited are considered to be the company's ultimate controlling related party by virtue of of their directorships of and shareholdings in Fidelis Holdings Limited, the ultimate parent undertaking.