Company registration number 05841085 (England and Wales)
NIC ENTERPRISES LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
NIC ENTERPRISES LTD
COMPANY INFORMATION
Directors
T Osmundsen
M Wodskou
(Appointed 22 February 2024)
U Osmundsen
J Bjoern
E Ekelund
Company number
05841085
Registered office
Unit 8 Bodmin Business Park
Launceston Road
Bodmin
Cornwall
United Kingdom
PL31 2RJ
Auditor
Ernst & Young LLP
The Paragon
Counterslip
Bristol
United Kingdom
BS1 6BX
Solicitors
Addleshaw Goddard LLP
Exchange Tower
19 Canning Street
Edinburgh
United Kingdom
EH3 8EH
NIC ENTERPRISES LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 17
NIC ENTERPRISES LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

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

Results and dividends

No dividend was paid or proposed in respect of the reporting period (2022: £nil).

Directors

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

T Osmundsen
M Wodskou
(Appointed 22 February 2024)
S Surana
(Resigned 22 February 2024)
U Osmundsen
J Bjoern
E Ekelund
Going concern

The directors, after making enquiries and having considered the company's business, its financial plans and the facilities available to finance the business, have a reasonable expectation that the company has adequate resources to continue in operational existence during the going concern period. The directors have received confirmation from Idun Industri AS, that it will provide ongoing financial support if required to the extent necessary to enable the Company to meet its financial liabilities as the fall due for a period of 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Auditor

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

Statement of directors' responsibilities

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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

NIC ENTERPRISES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
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
M Wodskou
Director
8 January 2025
NIC ENTERPRISES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NIC ENTERPRISES LTD
- 3 -
Opinion

We have audited the financial statements of NIC Enterprises Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes 1 to 15, 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:

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 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 the provisions available for small entities, in the circumstances set out in note 1 to the financial statements. 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 company's ability to continue as a going concern for a period of 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

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 this 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 there is 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 the other information, we are required to report that fact.

 

We have nothing to report in this regard.

NIC ENTERPRISES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NIC ENTERPRISES LTD
- 4 -

Opinions on other matters prescribed by the Companies Act 2006

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

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 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 set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor'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.

NIC ENTERPRISES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NIC ENTERPRISES LTD
- 5 -

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

 

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

Use of our report

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

Paul Mapleston (Senior statutory auditor)
For and on behalf of Ernst & Young LLP
Statutory Auditor
8 January 2025
NIC ENTERPRISES LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
as restated*
Notes
£
£
Administrative expenses
(57,319)
(100,988)
Other operating income
82,409
28,000
Operating profit/(loss)
3
25,090
(72,988)
Other interest receivable and similar income
6,406,185
1,041,633
Interest payable and similar expenses
5
(7,834,379)
(2,169,177)
Loss before taxation
(1,403,104)
(1,200,532)
Tax on loss
6
199,208
221,858
Loss for the financial year
(1,203,896)
(978,674)
* refer to note 16

The profit and loss account has been prepared on the basis that all operations are continuing operations.

NIC ENTERPRISES LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
as restated*
Notes
£
£
£
£
Fixed assets
Investments
7
218,985,730
225,109,860
Current assets
Debtors
9
426,405
187,637
Cash at bank
121,608
88,871
548,013
276,508
Creditors: amounts falling due within one year
10
(7,302,894)
(7,864,112)
Net current liabilities
(6,754,881)
(7,587,604)
Total assets less current liabilities
212,230,849
217,522,256
Creditors: amounts falling due after more than one year
11
(115,650,007)
(119,737,518)
Net assets
96,580,842
97,784,738
Capital and reserves
Called up share capital
13
82,292,170
82,292,170
Share premium account
7,470,069
7,470,069
Profit and loss reserves
6,818,603
8,022,499
Total equity
96,580,842
97,784,738
* refer to note 16

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 by the board of directors and authorised for issue on 8 January 2025 and are signed on its behalf by:
M Wodskou
Director
Company Registration No. 05841085
NIC ENTERPRISES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Share capital
Share premium account
Profit and loss reserves     as restated*
Total
Notes
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
120
7,470,069
9,001,173
16,471,362
Year ended 31 December 2022 (as restated):
Loss and total comprehensive income for the year (as restated)
-
-
(978,674)
(978,674)
Issue of share capital
13
82,292,050
-
0
-
82,292,050
Balance at 31 December 2022 (as restated)
82,292,170
7,470,069
8,022,499
97,784,738
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
0
-
(1,203,896)
(1,203,896)
Balance at 31 December 2023
82,292,170
7,470,069
6,818,603
96,580,842
* refer to note 16
NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
1
Accounting policies
Company information

NIC Enterprises Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 8 Bodmin Business Park, Launceston Road, Bodmin, Cornwall, United Kingdom, PL31 2RJ.

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 pound.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This 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:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

NIC Enterprises Ltd is a wholly owned subsidiary of Idun Industri AS and the results of NIC Enterprises Ltd are included in the consolidated financial statements of Idun Industri AS which are available from Idun Industri AS, Hvamveien 1 Skjetten 2013 Akershus, Norway.

1.2
Going concern

The directors, after making enquiries and having considered the company's business, its financial plans and the facilities available to finance the business, have a reasonable expectation that the company has adequate resources to continue in operational existence trueduring the going concern period. The directors have received confirmation from Idun Industri AS, that it will provide ongoing financial support if required to the extent necessary to enable the Company to meet its financial liabilities as the fall due for a period of 12 months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries 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.

1.4
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.

NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
1.5
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.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, 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.

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 company 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.

1.6
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.

1.7
Taxation

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

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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.7 Taxation (Continued)
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 when the company has 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.

1.8
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

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following are the company's key sources of estimation uncertainty:

 

Investments in subsidiaries are measured at cost less provision for impairment if appropriate. When there is an indication that the investment may be impaired, an impairment assessment is performed typically using a value in use calculation based on a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the company is not yet committed to or significant future investments that will enhance the asset's performance. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.

 

Where the investment consideration, or an element of the investment consideration is contingent, the contingent element is valued equal to the likely future payment taking into account the contractual targets and latest available forecasts.

3
Operating profit/(loss)
2023
2022
Operating profit/(loss) for the year is stated after charging:
£
£
Foreign exchange losses
10,657
12,652
Fees payable to the company's auditor for the audit of the company's financial statements
12,627
10,500
NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
4
Employees

There were no employees or staff costs for the year ended 31 December 2023 nor for the year ended 31 December 2022.

5
Interest payable and similar expenses
2023
2022
£
£
Other interest on financial liabilities
7,834,379
2,169,177
6
Taxation
2023
2022
£
£
Current tax
Group tax relief
(327,388)
(221,858)
Deferred tax
Adjustment in respect of prior periods
128,180
-
0
Total tax credit
(199,208)
(221,858)

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

2023
2022 as restated
£
£
Loss before taxation
(1,403,104)
(1,200,532)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(330,010)
(228,101)
Tax effect of expenses that are not deductible in determining taxable profit
5,654
6,243
Adjustments in respect of prior years
128,172
-
0
Deferred tax not recognised
(3,214)
-
0
Rate changes
190
-
0
Taxation credit for the year
(199,208)
(221,858)
NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
7
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
8
134,509,126
130,504,944
Loans to subsidiaries
8
82,378,953
92,507,265
Capital contribution
2,097,651
2,097,651
218,985,730
225,109,860
Movements in fixed asset investments
Shares in group undertakings
Loans to group undertakings
Capital contribution
Total
£
£
£
£
Cost or valuation
At 1 January 2023
130,504,944
92,507,265
2,097,651
225,109,860
Additions
4,004,182
-
-
4,004,182
At 31 December 2023
134,509,126
92,507,265
2,097,651
229,114,042
Repayment
At 1 January 2023
-
-
-
-
Reductions
-
10,128,312
-
10,128,312
At 31 December 2023
-
10,128,312
-
10,128,312
Carrying amount
At 31 December 2023
134,509,126
82,378,953
2,097,651
218,985,730
At 31 December 2022
130,504,944
92,507,265
2,097,651
225,109,860
NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Fixed asset investments
(Continued)
- 14 -

On 1 November 2022, the company acquired 100% of the share capital of Orkla Food Ingredients US LLC for £56.9m. On 30 April 2023, additional shares to the value of £4,004,183 ($5million) were issued by Orka Food Ingredients US LLC to Nic Enterprises Ltd in order to facilitate the payment of all acquisition costs incurred by OFI US LLC in the acquisition of the companies below it.

 

On 1 November 2022 a loan of £97.7m, funded by a further loan from Orkla ASA, was provided to Orkla Food Ingredients US LLC to fund the aquisition of the Denali group of companies. The loan has a maturity date of 15 January 2025. Interest is accrued on a monthly basis and the rate is determined annually by NIC Enterprises Ltd as being equal to the six month interbank rate plus a margin of 1.00% and a risk mark-up.

 

On 30 April 2021, the company acquired 100% of the share capital in Cake Décor Limited for £23,291,668. Additional consideration was payable in connection with the acquisition of this subsidiary undertaking if certain profit thresholds were exceeded in the 2022 and 2023 financial years. The contingent consideration accrued in the prior year (note 11) included the directors' best estimate of the contingent consideration payable in relation to the acquisition of this interest. During the year to 31 December 2023 additional consideration of £3,755,573 was paid in relation to this.

 

On 30 April 2021, the company acquired 100% of the share capital in For All Baking Limited for £1,515,909. Additional consideration was payable in connection with the acquisition of this subsidiary undertaking if certain profit thresholds were exceeded in the 2022 and 2023 financial years. The contingent consideration accrued in the prior year (note 11) included the directors' best estimate of the contingent consideration payable in relation to the acquisition of this interest. During the year to 31 December 2023 additional consideration of £244,427 was paid in relation to this.

 

The capital contribution relates to the forgiveness of an intercompany loan receivable from Nic ICE Limited, a wholly owned subsidiary, of £2,097,651 by way of a formal deed of release. The forgiveness was disallowed in arriving at the corporation tax payable for the prior year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Call Caterlink Limited
Unit 8, Bodmin Business Park, Launceston Road, Bodmin, Cornwall, PL31 2RJ
Dormant company
Ordinary
100.00
NIC ICE Limited
20 Thames Road, Barking, Essex, IG11 0HZ
Sale of ice cream cones and associated products
Ordinary / A Ordinary
100.00
Waverley Bakery Limited
Drumhead Lane Cambuslang, Investment Park, Glasgow, G32 8EX
Dormant company
Ordinary
100.00
Marcantonio Foods Limited
Woodland Court, Truro Business Park, Truro, Cornwall, United Kingdom, TR4 9NH
Dormant company
Ordinary
100.00
Orchard Valley Foods Limited
4 Lower Teme Business Park, Burford, Tenbury Wells, Worcestershire, WR15 8SZ
Sale of food ingredients and confectionery
Ordinary
100.00
County Confectionery Limited
Unit 5, Penbeagle Industrial Estate, St Ives, Cornwall, TR26 2JH
Dormant company
Ordinary
100.00
CBD Holdings
Valley House, Hornbeam Park Avenue, Harrogate, North Yorkshire, HG2 8QT
Dormant company
Ordinary
100.00
Food Ingredients International Limited
4 Lower Teme Business Park, Burford, Tenbury, Wells, WR15 8SZ
Dormant company
Ordinary
100.00
Confection By Design Limited
Valley House, Hornbeam Park Avenue, Harrowgate, North Yorkshire, HG2 8QT
Dormant company
Ordinary
100.00
Gortrush Trading Limited
32b Deverney Road, Omagh, Northern Ireland, BT79 0ND
Dormant company
Ordinary
100.00
Cake Décor Limited
2 Little Drum Road, Orchardton Woods, Cumbernauld, Glasgow, G68 9LH
Manufacture of cake decorations
Ordinary
100.00
For All Baking Limited
2 Little Drum Road, Orchardton Woods, Cumbernauld, Glasgow, G68 9LH
Manufacture of cake decorations
Ordinary
100.00
Orkla Food Ingredients US LLC
Corporation Trust Center, 1209 Orange St, Wilmington, New Castle, Delaware, 19801
Holding company
Ordinary
100.00
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
100
-
0
Amounts owed by group undertakings
426,305
187,434
Other debtors
-
0
203
426,405
187,637

Amounts owed from group undertakings are interest free and repayable on demand.

NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
10
Creditors: amounts falling due within one year
2023
2022 as restated
£
£
Amounts owed to group undertakings
7,282,520
7,846,686
Taxation and social security
1,200
-
0
Accruals and deferred income
19,174
17,426
7,302,894
7,864,112

Amounts owed to group undertakings are interest free and repayable on demand.

11
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
12
115,650,007
115,737,518
Contingent consideration
7
-
0
4,000,000
115,650,007
119,737,518
12
Loans and overdrafts
2023
2022
£
£
Other loans
115,650,007
115,737,518
Payable after one year
115,650,007
115,737,518

The loan from Orkla ASA is due for repayment on 15 January 2025. Interest is accrued on a monthly basis and the rate is determined annually by Orkla ASA as being equal to the six month interbank rate plus a margin of 1.00% and a risk mark-up.

13
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
12,004
12,004
120
120
Redeemable of £1 each
82,292,050
82,292,050
82,292,050
82,292,050
82,304,054
82,304,054
82,292,170
82,292,170
NIC ENTERPRISES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Share capital
(Continued)
- 17 -

Holders of ordinary shares are entitled to dividends as recommended from time to time by the directors and are entitled to one vote per share at meetings of the Company.

 

Holders of redeemable ordinary shares are entitled to dividends on a pari-pasu basis, save that dividends may be declared and paid on one class of shares without having to declare or pay a dividend on another class of shares. The shares are entitled to one vote per share at meetings of the Company and are redeemable at any time by the company.

£25,000,000 and £57,292,050 redeemable ordinary shares were issued to Idun Industri AS at £1 per share on 22 September 2022 and 1 November 2022 respectively.

14
Related party transactions
Transactions with related parties

The company has taken advantage of the exemptions, available in section 33.1A and 1.12 (e) of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group and key management personnel compensation.

15
Ultimate controlling party

The immediate parent company is Idun Industri AS, a company incorporated in Norway.

 

The ultimate parent company and controlling party is Orkla ASA, a company incorporated in Norway. The accounts are included within the consolidated accounts of Orkla ASA which are publicly available from Orkla ASA Drammensveien 149A Oslo, 0277, Oslo, Norway.

16
Prior year adjustment

The prior year adjustment relates to the derecognition of a dividend from a subsidiary originally recognised in the year ended 31 December 2022 as the appropriate paperwork to declare the dividend had not been prepared by the subsidiary. The impact of the adjustment is to reduce income from shares in group undertakings, reduce profit for the financial year, reduce profit and loss reserves and increase amounts falling due within one year in the comparative year each by £6,032,031.

2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210T OsmundsenM WodskouS SuranaU OsmundsenJ BjoernE Ekelundfalsefalse058410852023-01-012023-12-3105841085bus:Director12023-01-012023-12-3105841085bus:Director22023-01-012023-12-3105841085bus:Director42023-01-012023-12-3105841085bus:Director52023-01-012023-12-3105841085bus:Director62023-01-012023-12-3105841085bus:Director32023-01-012023-12-3105841085bus:RegisteredOffice2023-01-012023-12-3105841085bus:Agent12023-01-012023-12-31058410852023-12-31058410852022-01-012022-12-3105841085core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3105841085core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31058410852022-12-3105841085core:Non-currentFinancialInstruments2022-12-3105841085core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3105841085core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3105841085core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3105841085core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3105841085core:CurrentFinancialInstruments2023-12-3105841085core:CurrentFinancialInstruments2022-12-3105841085core:Non-currentFinancialInstruments2023-12-3105841085core:ShareCapital2023-12-3105841085core:ShareCapital2022-12-3105841085core:SharePremium2023-12-3105841085core:SharePremium2022-12-3105841085core:RetainedEarningsAccumulatedLosses2023-12-3105841085core:RetainedEarningsAccumulatedLosses2022-12-3105841085core:ShareCapital2021-12-3105841085core:SharePremium2021-12-3105841085core:RetainedEarningsAccumulatedLosses2021-12-3105841085core:ShareCapitalOrdinaryShares2023-12-3105841085core:ShareCapitalOrdinaryShares2022-12-3105841085core:ShareCapital2022-01-012022-12-3105841085core:SharePremium2022-01-012022-12-310584108512023-01-012023-12-310584108512022-01-012022-12-3105841085core:UKTax2023-01-012023-12-3105841085core:UKTax2022-01-012022-12-310584108522023-01-012023-12-310584108522022-01-012022-12-3105841085core:Non-currentFinancialInstrumentscore:UnlistedNon-exchangeTraded2023-12-3105841085core:Non-currentFinancialInstrumentscore:UnlistedNon-exchangeTraded2022-12-3105841085core:Subsidiary12023-01-012023-12-3105841085core:Subsidiary22023-01-012023-12-3105841085core:Subsidiary32023-01-012023-12-3105841085core:Subsidiary42023-01-012023-12-3105841085core:Subsidiary52023-01-012023-12-3105841085core:Subsidiary62023-01-012023-12-3105841085core:Subsidiary72023-01-012023-12-3105841085core:Subsidiary82023-01-012023-12-3105841085core:Subsidiary92023-01-012023-12-3105841085core:Subsidiary102023-01-012023-12-3105841085core:Subsidiary112023-01-012023-12-3105841085core:Subsidiary122023-01-012023-12-3105841085core:Subsidiary132023-01-012023-12-3105841085core:Subsidiary112023-01-012023-12-3105841085core:Subsidiary212023-01-012023-12-3105841085core:Subsidiary312023-01-012023-12-3105841085core:Subsidiary412023-01-012023-12-3105841085core:Subsidiary512023-01-012023-12-3105841085core:Subsidiary612023-01-012023-12-3105841085core:Subsidiary712023-01-012023-12-3105841085core:Subsidiary812023-01-012023-12-3105841085core:Subsidiary912023-01-012023-12-3105841085core:Subsidiary1012023-01-012023-12-3105841085core:Subsidiary1112023-01-012023-12-3105841085core:Subsidiary1212023-01-012023-12-3105841085core:Subsidiary1312023-01-012023-12-3105841085core:Non-currentFinancialInstruments12023-12-3105841085core:Non-currentFinancialInstruments12022-12-3105841085bus:PrivateLimitedCompanyLtd2023-01-012023-12-3105841085bus:FRS1022023-01-012023-12-3105841085bus:Audited2023-01-012023-12-3105841085bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP