Company registration number 08792620 (England and Wales)
BLANCO NINO UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BLANCO NINO UK LTD
CONTENTS
Page
Director's report
1
Director's responsibilities statement
2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Notes to the financial statements
8 - 11
BLANCO NINO UK LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The director presents his annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be as a holding company. The company holds shares in its subsidiary Blanco Nino Limited, a company registered in the Republic of Ireland whose principal activity is the manufacture of corn tortillas and associated products.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr P Martin
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr P Martin
Director
18 November 2024
BLANCO NINO UK LTD
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
BLANCO NINO UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLANCO NINO UK LTD
- 3 -
Opinion
We have audited the financial statements of Blanco Nino UK Ltd (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the balance sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 9 of the financial statements, in relation to the equity of the company which describes a potential alternative treatment of the preferred redeemable A shares issued in the year. Our opinion is not modified in this respect
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the director's report has been prepared in accordance with applicable legal requirements.
BLANCO NINO UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLANCO NINO UK LTD (CONTINUED)
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the director's report and from the requirement to prepare a strategic report.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK taxation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management override of controls. Audit procedures performed by the engagement team included:
- Reviewing minutes of meetings of those charged with governance;
- Enquiry of management and those charged with governance around actual and potential litigation and claims;
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations, and
- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness and testing accounting estimates (because of the risk of management bias).
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 misrepresentation, or through collusion.
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.
BLANCO NINO UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLANCO NINO UK LTD (CONTINUED)
- 5 -
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.
Jackie Wilding
Senior Statutory Auditor
For and on behalf of Bryden Johnson Limited
25 November 2024
Chartered Accountants
Statutory Auditor
Kings Parade
Lower Coombe Street
Croydon
Surrey
CR0 1AA
BLANCO NINO UK LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
£
£
Turnover
-
-
Administrative expenses
(2,666)
(10,391)
Other operating income
73,627
Operating profit/(loss)
70,961
(10,391)
Interest payable and similar expenses
(73,627)
(14,191)
Loss before taxation
(2,666)
(24,582)
Tax on loss
Loss for the financial year
(2,666)
(24,582)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
BLANCO NINO UK LTD
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
5,730,171
3,913,419
Current assets
Debtors
5
187,560
128,994
Cash at bank and in hand
452
23
188,012
129,017
Creditors: amounts falling due within one year
6
(180,116)
(815)
Net current assets
7,896
128,202
Total assets less current liabilities
5,738,067
4,041,621
Creditors: amounts falling due after more than one year
7
(59,758)
(177,386)
Net assets
5,678,309
3,864,235
Capital and reserves
Called up share capital
9
1,306,781
2,613
Share premium account
4,423,379
3,910,807
Profit and loss reserves
(51,851)
(49,185)
Total equity
5,678,309
3,864,235
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 18 November 2024
Mr P Martin
Director
Company registration number 08792620 (England and Wales)
BLANCO NINO UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
1
Accounting policies
Company information
Blanco Nino UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 48-49 Princes Place, London, W11 4QA.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.3
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.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
1.5
Equity instruments
Equity instruments issued by the company 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 company.
1.6
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.
BLANCO NINO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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
Employees
2023
2022
Number
Number
Total
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
5,730,171
3,913,419
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
3,913,419
Additions
1,816,752
At 31 December 2023
5,730,171
Carrying amount
At 31 December 2023
5,730,171
At 31 December 2022
3,913,419
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
187,560
128,994
BLANCO NINO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
6
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
5
Other creditors
180,116
810
180,116
815
7
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
8
177,386
Other creditors
59,758
59,758
177,386
8
Loans and overdrafts
2023
2022
£
£
Bank overdrafts
5
Loans from group undertakings and related parties
177,386
177,391
Payable within one year
5
Payable after one year
177,386
BLANCO NINO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
9
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
26,207,805 (2022: 24,575,372) A Ordinary shares of £0.0001 each
2,621
2,458
1,269,600 (2022: 1,269,600) 8% Cumulative Redeemable Convertible Preference shares of €0.0001 each
112
144
140,316 (2022: 113,105) B Investment of £0.0001 each
14
11
2,197,806 (2022: 0) G1 Ordinary shares of £0.0001 each
220
-
292,000 (2022: 0) G2 Ordinary shares of £0.0001 each
29
-
1,500,000 Preferred Redeemable A shares of €1 each
1,303,770
-
175,000 (2022: 175,000) A Convertible shares of €0.0001 each
15
-
1,306,781
2,613
During the year 1,500,000 preferred redeemable A shares were issued. After conversion the share capital was £1,303,770.
We have treated these shares as equity in accordance with the generally accepted accounting practice of similar shares, however, there are some attributes to these shares that would indicate that they could also be deemed as a liability.
During the year, 2,197,806 G1 and 292,000 G2 ordinary shares were issued.
There was an issue of 27,211 B Investment shares during the year.
There was an issue of 1,632,433 A Ordinary shares during the year.
The ordinary shares of £0.0001 each have a right to one vote, equal dividends and equal rights on a winding up.
The director's interests in the shares of the company with a nominal value of £0.0001 are as follows:-
Number of share Held At
Name
Class of shares
31/12/2023
01/01/2023
Philip Martin
Ordinary shares
8,146,149
8,146,149
Philip Martin
G1 Ordinary shares
1,450,000
-
10
Related party transactions
The company has taken advantage of the exemption available under FRS 102 1A for "Related party disclosures" not to disclose transaction with the ultimate parent company or any wholly owned subsidiary undertaking of the group.