Company registration number 07955591 (England and Wales)
RFPG HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
RFPG HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr MA Chaudhry
Mr M Younis
Mr A Younis
(Appointed 1 August 2024)
Company number
07955591
Registered office
Regal House
Wallis Street
Bradford
West Yorkshire
United Kingdom
BD8 9RR
Auditor
BHP LLP
New Chartford House
Centurion Way
Cleckheaton
Bradford
West Yorkshire
BD19 3QB
RFPG HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 36
RFPG HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 1 -

The directors present the strategic report for the year ended 31 May 2024.

 

Executive Summary

Founded in the heart of Yorkshire, Regal Foods is a manufacturer and distributor of a vast range of world food products as well as producers of a large selection of mainstream confectionery – resulting in being a brand for everyone and one that everyone loves.

We distribute over 400 food and drink products not only throughout the UK to over 3,000 retail outlets, but overseas – exporting to over 40 countries around the world.

Review of the business

A year of strong growth was a result of the company’s resilience and progress made in previous years and within the Directors expectation’s given the level of investment in the company’s infrastructure and facilities across all sites.

Whilst the effects of conflict in Ukraine have softened, we were impacted by recent events in the Middle East/Red Sea region resulting in us shorting certain products due to supply chain issues. The level of growth achieved was a testament to the strength of the brands within the company portfolio as well as demand in all the markets served.

This year thanks to NPD our product range has expanded with the launch of a new brand “The Cake Emporium” which is helping contribute to additional growth.

Our business has continued to push our export drive further in our second year of holding the Queens Award for Enterprise. The increase in International Trade, is a huge testament to our export growth and confirms our agenda to expand our brands reach and presence globally.

We still stay true to our ethos of being a “family business to be proud of” and our mission is to continue developing a successful portfolio of food brands and businesses.

Future Outlook

Our strategic focus has continued with an emphasis on infrastructure to help support our growth plans, which are almost complete, having plenty of room for scalability. Our IT and software systems (ERP and POS) are all now implemented across the business.

The focus will be to continue developing our existing food brands and continuing to affirm their presence as household favourite brands throughout the UK and Worldwide.

During the year to 31 May 2024, the group successfully acquired and integrated Love Handmade Cakes Limited, an exciting and diverse desserts manufacturer based in Leeds, the heart of West Yorkshire. The business fits well with our continued focus in having a sense of value, manufacturing and supplying quality products to remain a market leader.

Love Handmade Cakes Limited presents itself to be the ideal profile of a company which fits part of our sought-after companies. Whilst being a perfect scalable business, it offers an exciting challenge as the business requires modernising, having its capacity and inefficiencies challenged as well as investment in infrastructure. The product range has been expanded also to offer presence on retailer shelves.

The group continued its successful acquisition strategy by acquiring “Packaging ‘R’ Us” this has been relocated to a new unit in Leeds. With production due to commence later this year. The acquisition comes in response to the group’s long-term vision of expanding and strengthening its wholesale and food service offering, whilst providing a diverse product range within their brand portfolio. Packaging ‘R’ Us specialises in a wide range of disposable food packaging solutions, including foil containers, catering foil, disposable utensils, and plastic containers.

The focus will be to continue developing our existing food brands and continuing to affirm their presence as household favourite brands throughout the UK and Worldwide.

RFPG HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 2 -

Our People

Putting our colleagues at the forefront of our business ensures individual talents are recognised and rewarded, recognising and harnessing talent and skills. We are a workplace for all, embracing all areas of diversity resulting in an inclusive and inspiring place to work.

We are committed to equal opportunities, ensuring the encouragement of career progression and development and promoting equal opportunities in all aspects of the business.

Regal Training Academy provides platforms to learn new skills and gain industry recognised qualifications, putting our employee’s personal development first.

Our Employee of the Month programme recognises individuals for their dedication and commitment to the work they undertake.

We are actively looking at employment through apprenticeships and gateway-to-work programs, offering employment opportunities for those needing that first step.

The wellbeing of our colleagues is priority with support opportunities provided through our HR department as well as the use of external professionals to support individual needs.

Our Communities

As a successful food manufacturer and distributor which established itself within the heart of a local community, it is vital within our operations that we have a major impact on our communities locally, throughout the UK and around the world. Charity work is at the heart of everything we do.

We have a strong commitment in supporting both local and international charities, as part of an on-going campaign to beat poverty we supply on a weekly basis 100’s of our products as donations to charities and food banks throughout the UK in particular our weekly support of Bradford Community Kitchen, whilst also delivering on initiative’s providing young people opportunities to participate in sociable activities. Like holding cake decorating workshops in local schools and hosting a “Bake Off” competition, this shows our strong commitment to addressing food insecurity and supporting vulnerable community members.

Customers often feel more connected to businesses that support their communities, and this can lead to increased loyalty and a stronger, community-centred reputation. Additionally, these efforts position Regal as a role model for social responsibility, setting a standard that can attract customers who value these principles.

As a major employer, we provide those within our community opportunities to further develop through mentoring opportunities, enhancing skills and knowledge.

Through the sponsorship and support of sporting clubs it’s important we support these areas of social activities that give many within our community a platform to aspire and inspire.

In our mission to break down barriers and allow room for diversity, we work with partners to deliver and support community outreach work.

RFPG HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 3 -

Our Environment

Reducing our carbon foot and working towards a greener planet is fundamental within our product and distribution facilities. We are committed to manufacturing delicious foods in a way that is environmentally sustainable.

A thorough recycling programme is crucial in our daily operations with all card and paper materials recycled, along with the processing of food waste resulting in animal feed.

Working collectively with major supermarket chains ensures our packaging is classified as green and is suitable for recycling purposes.

The reduction of plastic micron used within our manufacturing sites and distribution centres reduces the amount of waste going to landfill each year.

The modernising and reducing of our distribution fleet ensures the minimising of our carbon foot. This practise results in us reaching our 3,000 shops smarter and greener.

As part of our ongoing energy reduction strategy, our sites have seen the latest state-of-art infrastructure and facilities installed. Further development will see solar power installed.

Principal Risks and Uncertainties

RFPG Holdings Limited operates in the very competitive UK bakery market. To manage this, we continue to develop our brand and strengthen our category management expertise. By holding a portfolio of food brands that people love it has helped us gain recognition in The Grocer Magazine as the “UK’s Top 10 Bakery Brands”. Consumer demand and trends are clearly key drivers of the products which the group supplies.

Exchange rates continue to fluctuate, but we secure forwards to minimise the effects of this. The availability, quality, and price of raw material continue to be volatile. However, these are issues that are just becoming the norm of business life and we seek to manage any difficulties collaboratively with both our supply chain and customers.

Having strong relationships with our supply chain has shown to be the right approach and one which we look to continue to build on.

Key performance indicators

The board assessed the following KPIs as the most effective measures for monitoring the group’s progress against its strategic objectives:

• Underlying sales growth- year on year increase in sales revenue.

• Group operating margin- group operating profit as a percentage of sales revenue.

• Free cash flow- cash generated from operations less tax and net interest paid

 

Performance against KPIs:

    2024        2023

Underlying sales growth                     24.7%        40.7%

Operating margin                     5.5%        4.3%

Net cash inflow from operating activities            £0.39M        £1.60M

 

Our Vision and Core Values

Being a family business to be proud of is at the heart of what we do here at Regal. Our customers, suppliers and most importantly the brilliant team here at Regal help the groups vision to have a portfolio of food brands which always exceed our customers’ expectations. We are committed to investing in our infrastructure, people, systems, and local communities to achieve this.

Sustainability

The company takes its responsibility to wider society seriously and supports the development of a sustainable and socially responsible business model, underpinned by a set of values that guide our behaviour. We believe that the community must benefit by having our business here.

RFPG HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 4 -
Innovation

Here at Regal innovation is in our DNA. After a substantial amount of investment in NPD infrastructure the group has geared themselves up for expansion on all fronts in terms of ranging. The Board are always looking at new and more robust ways to help the business grow.

 

New products have not only helped the group diversify into sweets and snacks, but work is underway on the company’s new frozen division which will create more jobs for the local community, The board always aspire to be at the forefront of innovation.

 

Our in-house Research & Development centre and team have championed many ideas and overcome a number of uncertainties to ensure we are still at the forefront of New Product Development.

Group Compliance

The group operates its business in a manner that actively seeks to prevent or minimize the possibility of its operations causing harm to people or the environment. We strive to provide the material and resources to educate and involve every individual in the group in achieving this objective.

 

The group currently holds the BRC accreditation. Compliance with technical standards relating to the supply of food products in today’s world is increasingly demanding. Our technical teams are very active, constantly monitoring all relevant aspects of internal performance, of our suppliers and that of our license and co pack partners, with a view to maintaining the highest food safety standards.

 

Our principal objectives in this area are to:

• Meet and, where appropriate, exceed the requirements of all relevant legislation.

• Seek to design best practice safety features into new buildings, products and services and manage our facilities wisely and to minimize any risk to health and safety.

• Measure divisional management teams for their contribution to the continuous improvement of safety, health, and environmental performance.

Conclusion

The financial performance this year reflects a strong upward trajectory, with a notable increase in revenue, underscoring the effectiveness of our operational strategies and cost management efforts. This growth demonstrates our resilience and adaptability in a challenging market environment, driven by our focus on quality, customer loyalty, and community engagement

We anticipate sustained growth and stability, ensuring we continue to thrive financially while delivering value to both our community and customers.

On behalf of the board

Mr M Younis
Director
14 November 2024
RFPG HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 5 -

The directors present their annual report and financial statements for the year ended 31 May 2024.

Principal activities

The principal activity of the company continued to be that of a holding company.

 

The principal activity of the group continued to be the wholesale of food and confectionery products.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £132,801. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr MA Chaudhry
Mr M Younis
Mr A Younis
(Appointed 1 August 2024)
Auditor

In accordance with the company's articles, a resolution proposing that BHP LLP be reappointed as auditor of the group will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr M Younis
Director
14 November 2024
RFPG HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2024
- 6 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

RFPG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RFPG HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of RFPG Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

RFPG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RFPG HOLDINGS LIMITED
- 8 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

 

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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 by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations, relevant to the company, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, review of the company's operation of controls within the year, in particular, cash and stock controls, and review of expenses, such as legal costs. There are inherent limitations in the audit procedures described and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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

RFPG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RFPG HOLDINGS LIMITED
- 9 -

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.

Lesley Kendrew (Senior Statutory Auditor)
For and on behalf of BHP LLP
14 November 2024
Chartered Accountants
Statutory Auditor
New Chartford House
Centurion Way
Cleckheaton
Bradford
West Yorkshire
BD19 3QB
RFPG HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
42,592,703
34,168,141
Cost of sales
(36,427,214)
(29,772,271)
Gross profit
6,165,489
4,395,870
Distribution costs
(235,626)
(258,768)
Administrative expenses
(3,994,298)
(2,947,260)
Other operating income
468,443
295,386
Operating profit
4
2,404,008
1,485,228
Interest receivable and similar income
8
21
-
0
Interest payable and similar expenses
9
(198,610)
(120,822)
Amounts written off investments
10
36,340
-
Profit before taxation
2,241,759
1,364,406
Tax on profit
11
(623,808)
(418,017)
Profit for the financial year
1,617,951
946,389
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
RFPG HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2024
31 May 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
578,483
435,223
Other intangible assets
13
-
2,858
Total intangible assets
578,483
438,081
Tangible assets
14
5,327,619
4,188,508
Investment properties
15
216,000
216,000
Investments
16
185,979
185,979
6,308,081
5,028,568
Current assets
Stocks
18
2,128,705
1,582,291
Debtors
19
7,420,062
5,105,579
Cash at bank and in hand
247,026
254,444
9,795,793
6,942,314
Creditors: amounts falling due within one year
20
(7,305,550)
(5,032,552)
Net current assets
2,490,243
1,909,762
Total assets less current liabilities
8,798,324
6,938,330
Creditors: amounts falling due after more than one year
21
(2,127,118)
(1,650,904)
Provisions for liabilities
Deferred tax liability
23
458,000
423,200
(458,000)
(423,200)
Net assets
6,213,206
4,864,226
Capital and reserves
Called up share capital
26
1
1
Revaluation reserve
374,131
382,831
Profit and loss reserves
5,839,064
4,481,384
Equity attributable to owners of the parent company
6,213,196
4,864,216
Non-controlling interests
10
10
6,213,206
4,864,226
RFPG HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 MAY 2024
31 May 2024
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 14 November 2024 and are signed on its behalf by:
14 November 2024
Mr M Younis
Director
RFPG HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2024
31 May 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
14
826,092
-
0
Investments
16
1,282,339
1,149,173
2,108,431
1,149,173
Current assets
Debtors
19
4,470
-
0
Cash at bank and in hand
604
-
0
5,074
-
0
Creditors: amounts falling due within one year
20
(1,131,688)
(960,323)
Net current liabilities
(1,126,614)
(960,323)
Total assets less current liabilities
981,817
188,850
Creditors: amounts falling due after more than one year
21
(792,019)
-
Net assets
189,798
188,850
Capital and reserves
Called up share capital
26
1
1
Profit and loss reserves
189,797
188,849
Total equity
189,798
188,850

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £133,749 (2023 - £293,475 profit).

The financial statements were approved by the board of directors and authorised for issue on 14 November 2024 and are signed on its behalf by:
14 November 2024
Mr M Younis
Director
Company Registration No. 07955591
RFPG HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 14 -
Share capital
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 June 2022
1
391,531
4,032,850
4,424,382
10
4,424,392
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
946,389
946,389
-
946,389
Dividends
12
-
-
(506,555)
(506,555)
-
(506,555)
Transfers
-
(8,700)
8,700
-
-
-
Balance at 31 May 2023
1
382,831
4,481,384
4,864,216
10
4,864,226
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
-
1,617,951
1,617,951
-
1,617,951
Dividends
12
-
-
(268,971)
(268,971)
-
(268,971)
Transfers
-
(8,700)
8,700
-
-
-
Balance at 31 May 2024
1
374,131
5,839,064
6,213,196
10
6,213,206
RFPG HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2022
1
188,849
188,850
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
293,475
293,475
Dividends
12
-
(293,475)
(293,475)
Balance at 31 May 2023
1
188,849
188,850
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
133,749
133,749
Dividends
12
-
(132,801)
(132,801)
Balance at 31 May 2024
1
189,797
189,798
RFPG HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
830,756
1,667,723
Interest paid
(198,610)
(120,822)
Income taxes (paid)/refunded
(278,763)
56,934
Net cash inflow from operating activities
353,383
1,603,835
Investing activities
Purchase of tangible fixed assets
(1,585,681)
(743,528)
Proceeds from disposal of tangible fixed assets
78,667
11,267
Tangible fixed assets acquired through business combinations
(195,056)
-
Purchase of subsidiaries
(219,626)
-
Interest received
21
-
0
Net cash used in investing activities
(1,921,675)
(732,261)
Financing activities
Repayment of borrowings
6,501
(78,949)
Proceeds from new bank loans
1,942,356
1,800,000
Repayment of bank loans
(191,271)
(1,821,569)
Dividends paid to equity shareholders
(268,971)
(506,555)
Net cash generated from/(used in) financing activities
1,488,615
(607,073)
Net (decrease)/increase in cash and cash equivalents
(79,677)
264,501
Cash and cash equivalents at beginning of year
74,952
(189,549)
Cash and cash equivalents at end of year
(4,725)
74,952
Relating to:
Cash at bank and in hand
247,026
254,444
Bank overdrafts included in creditors payable within one year
(251,751)
(179,492)
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 17 -
1
Accounting policies
Company information

RFPG Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Regal House, Wallis Street, Bradford, West Yorkshire, BD8 9RR.

 

The group consists of RFPG Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company RFPG Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 May 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 19 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
33.33% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Leasehold improvements
10% straight line
Plant and equipment
10% straight line and 25% reducing balance
Fixtures and fittings
20% straight line and 33.33% straight line
Computers
33.33 % straight line
Motor vehicles
33.33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

 

Where fair value cannot be achieved without undue cost or effort, investment property is accounted for as tangible fixed assets.

 

RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 20 -
1.11
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 21 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.15
Financial instruments
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.16
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.17
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 23 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.21
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 24 -
1.22
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of food and confectionery products
42,592,703
34,168,141
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
39,130,086
31,223,129
Overseas
3,462,617
2,945,012
42,592,703
34,168,141
2024
2023
£
£
Other revenue
Interest income
21
-
Grants received
29,743
22,200
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 25 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
51
(14,500)
Government grants
(29,743)
(22,200)
Depreciation of owned tangible fixed assets
577,459
519,242
Profit on disposal of tangible fixed assets
(14,500)
(10,808)
Amortisation of intangible assets
79,224
61,483
Operating lease charges
55,413
43,533
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,500
3,000
Audit of the financial statements of the company's subsidiaries
32,300
22,775
35,800
25,775
For other services
Taxation compliance services
3,500
2,525
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Admin
65
42
-
-
Sales
3
3
-
-
Warehouse
1
1
-
-
Drivers
2
2
-
-
Bakery
1
1
-
-
Total
72
49
-
0
-
0
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
6
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,491,731
997,606
-
0
-
0
Social security costs
183,944
93,497
-
-
Pension costs
47,648
26,006
-
0
-
0
1,723,323
1,117,109
-
0
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
107,891
75,052
Company pension contributions to defined contribution schemes
883
-
108,774
75,052
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
21
-
0
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
173,910
84,158
Other interest
24,700
36,664
Total finance costs
198,610
120,822
10
Amounts written off investments
2024
2023
£
£
Amounts written back to financial liabilities
36,340
-
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 27 -
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
573,000
201,021
Adjustments in respect of prior periods
16,008
92,996
Total current tax
589,008
294,017
Deferred tax
Origination and reversal of timing differences
34,800
124,000
Total tax charge
623,808
418,017

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
2,241,759
1,364,406
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.00%)
560,440
272,881
Tax effect of expenses that are not deductible in determining taxable profit
2,331
11,653
Unutilised tax losses carried forward
33,857
-
0
Adjustments in respect of prior years
16,008
92,996
Permanent capital allowances in excess of depreciation
2,412
(255)
Other permanent differences
-
0
(26,210)
Deferred tax adjustments in respect of prior years
-
0
25,000
Remeasurement of deferred tax for changes in tax rates
-
0
12,833
Movement in deferred tax not recognised
8,139
34,810
Undeprovision of tax charge
621
(5,691)
Taxation charge
623,808
418,017
12
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
132,801
293,475
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 28 -
13
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 1 June 2023
644,029
151,506
795,535
Additions - business combinations
219,626
-
0
219,626
At 31 May 2024
863,655
151,506
1,015,161
Amortisation and impairment
At 1 June 2023
208,806
148,648
357,454
Amortisation charged for the year
76,366
2,858
79,224
At 31 May 2024
285,172
151,506
436,678
Carrying amount
At 31 May 2024
578,483
-
0
578,483
At 31 May 2023
435,223
2,858
438,081
The company had no intangible fixed assets at 31 May 2024 or 31 May 2023.
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 29 -
14
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 June 2023
2,509,833
86,723
2,701,217
1,782,533
38,045
513,669
7,632,020
Additions
885,366
-
0
597,864
57,023
1,446
43,982
1,585,681
Business combinations
-
0
85,891
540,991
25,192
-
0
-
0
652,074
Disposals
(64,167)
-
0
-
0
-
0
-
0
-
0
(64,167)
At 31 May 2024
3,331,032
172,614
3,840,072
1,864,748
39,491
557,651
9,805,608
Depreciation and impairment
At 1 June 2023
262,308
34,688
1,323,537
1,448,406
35,096
339,477
3,443,512
Depreciation charged in the year
54,419
8,807
280,390
148,635
904
84,304
577,459
Business combinations
-
0
85,531
355,126
16,361
-
0
-
0
457,018
At 31 May 2024
316,727
129,026
1,959,053
1,613,402
36,000
423,781
4,477,989
Carrying amount
At 31 May 2024
3,014,305
43,588
1,881,019
251,346
3,491
133,870
5,327,619
At 31 May 2023
2,247,525
52,035
1,377,680
334,127
2,949
174,192
4,188,508
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 30 -
Company
Freehold land and buildings
£
Cost or valuation
At 1 June 2023
-
0
Additions
826,092
At 31 May 2024
826,092
Depreciation and impairment
At 1 June 2023 and 31 May 2024
-
0
Carrying amount
At 31 May 2024
826,092

Land and buildings with a carrying amount of £2,007,525 (2022 - £2,040,925) were valued during the year ended 31 May 2022 by Walker Singleton Chartered Surveyors, independent valuers not connected with the company, on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. No change to the existing carrying value was necessary in the financial statements.

 

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

2024
2023
£
£
Group
Cost
1,734,968
1,734,968
Accumulated depreciation
(177,885)
(143,186)
Carrying value
1,557,083
1,591,782
15
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 June 2023 and 31 May 2024
216,000
-
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
15
Investment property
(Continued)
- 31 -

Investment property comprises the elements of the company's buildings which are not occupied and used in the operation of the business. The property was acquired on an arms length basis and the split of value between freehold land and buildings and investment properties has been assessed based on occupation and usage.

 

Investment property was valued during the year ended 31 May 2022 by Walker Singleton Chartered Surveyors, independent valuers not connected with the company, on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. No change to the existing carrying value was necessary in the financial statements.

16
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
17
-
0
-
0
1,282,339
1,149,173
Loans to associates
185,979
185,979
-
0
-
0
185,979
185,979
1,282,339
1,149,173
Movements in fixed asset investments
Group
Loans to associates
£
Cost or valuation
At 1 June 2023 and 31 May 2024
185,979
Carrying amount
At 31 May 2024
185,979
At 31 May 2023
185,979
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2023
1,149,173
Additions
133,166
At 31 May 2024
1,282,339
Carrying amount
At 31 May 2024
1,282,339
At 31 May 2023
1,149,173
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 32 -
17
Subsidiaries

Details of the company's subsidiaries at 31 May 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Regal Food Products Group plc
England and Wales
Ordinary
100.00
-
Regal Food Products Limited
England and Wales
Ordinary
-
100.00
Just Desserts Yorkshire Limited
England and Wales
Ordinary
100.00
-
Love Handmade Cakes Limited
England and Wales
Ordinary
100.00
-
18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
2,128,705
1,582,291
-
0
-
0
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
5,604,525
3,658,807
-
0
-
0
Other debtors
1,798,891
1,437,968
4,470
-
0
Prepayments and accrued income
16,646
8,804
-
0
-
0
7,420,062
5,105,579
4,470
-
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
22
2,027,190
599,187
57,588
-
0
Other borrowings
22
45,611
-
0
-
0
-
0
Trade creditors
3,698,277
3,439,952
1,477
-
0
Amounts owed to group undertakings
-
0
-
0
1,023,073
960,323
Corporation tax payable
739,532
429,287
-
0
-
0
Other taxation and social security
155,375
29,918
5,162
-
Other creditors
591,180
508,321
44,388
-
0
Accruals and deferred income
48,385
25,887
-
0
-
0
7,305,550
5,032,552
1,131,688
960,323
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 33 -
21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
22
1,824,662
1,429,321
703,241
-
0
Other borrowings
22
-
0
75,450
-
0
-
0
Government grants
24
122,447
146,133
-
0
-
0
Other creditors
180,009
-
0
88,778
-
0
2,127,118
1,650,904
792,019
-
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
3,600,101
1,849,016
760,829
-
0
Bank overdrafts
251,751
179,492
-
0
-
0
Other loans
45,611
75,450
-
0
-
0
3,897,463
2,103,958
760,829
-
Payable within one year
2,072,801
599,187
57,588
-
0
Payable after one year
1,824,662
1,504,771
703,241
-
0

The long-term loans are secured by fixed and floating charges over the group and all assets.

 

23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
458,000
423,200
The company has no deferred tax assets or liabilities.
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
23
Deferred taxation
(Continued)
- 34 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 June 2023
423,200
-
Charge to profit or loss
34,800
-
Liability at 31 May 2024
458,000
-

The deferred tax liability set out above relates to capital allowances. Approximately £116,000 is expected to reverse within 12 months.

24
Government grants
Group
Company
2024
2023
2024
2023
£
£
£
£
Arising from government grants
122,447
146,133
-
-

From 2016 to May 2021 the group received total grant funding of £223,366 to contribute towards the purchase of a new property in order to increase both manufacturing capacity and employee numbers.

 

The grant is being released to the profit and loss account over the useful economic life of the property.

25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
47,648
26,006

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 35 -
27
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
-
69,393
-
-
28
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Purchases
Purchases
2024
2023
£
£
Group
Entities over which the group has control, joint control or significant influence
17,200,768
13,531,137
Management charges receivable
2024
2023
£
£
Group
Entities over which the entity has control, joint control or significant influence
60,000
60,000
Other related parties
75,000
28,000

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities over which the group has control, joint control or significant influence
901,977
1,066,065
Key management personnel
-
938

 

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Entities over which the group has control, joint control or significant influence
185,979
185,979
Other related parties
1,129,002
762,446
29
Controlling party
RFPG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
29
Controlling party
(Continued)
- 36 -

The ultimate controlling party is Mr M Younis by virtue of his 100% shareholding.

30
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
1,617,951
946,389
Adjustments for:
Taxation charged
623,808
418,017
Finance costs
198,610
120,822
Investment income
(21)
-
0
Gain on disposal of tangible fixed assets
(14,500)
(10,808)
Amortisation and impairment of intangible assets
79,224
61,483
Depreciation and impairment of tangible fixed assets
577,459
519,242
Other gains and losses
(36,340)
-
Movements in working capital:
Increase in stocks
(546,414)
(486,608)
Increase in debtors
(2,314,483)
(466,264)
Increase in creditors
669,148
587,650
Decrease in deferred income
(23,686)
(22,200)
Cash generated from operations
830,756
1,667,723
31
Analysis of changes in net debt - group
1 June 2023
Cash flows
Other non-cash changes
31 May 2024
£
£
£
£
Cash at bank and in hand
254,444
(7,418)
-
247,026
Bank overdrafts
(179,492)
(72,259)
-
(251,751)
74,952
(79,677)
-
(4,725)
Borrowings excluding overdrafts
(1,924,466)
(1,757,586)
36,340
(3,645,712)
(1,849,514)
(1,837,263)
36,340
(3,650,437)
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