Consolidated Financial Statements
Savitri Holdings Limited
For the period ended 31 January 2024
Registered number: SC705557
|
Company Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clarke Jeffers & Co. The Mews
|
|
Fitzwilliam Hall Fitzwilliam Place
|
|
|
|
|
|
|
|
|
|
18 May St
BT1 4NL
Belfast
United Kingdom
|
|
|
|
|
|
Contents
|
|
|
|
|
|
Directors' responsibilities statement
|
|
Independent auditor's report
|
|
Consolidated statement of comprehensive income
|
|
Consolidated statement of financial position
|
|
Company statement of financial position
|
|
Consolidated statement of changes in equity
|
|
Company statement of changes in equity
|
|
Consolidated statement of cash flows
|
|
Notes to the financial statements
|
|
|
Strategic report
For the period ended 31 January 2024
The group measures its performance by reviewing revenue, gross profit and net profit margin and also the performance of individual stores.
The revenue of the group slightly decreased by 4% from €146.9m in 2023 to €141.4m.
Gross profit margin has remained steady year on year at 63%. The group manages its inventory levels by ensuring no obsolete inventory is kept and also constantly reviews its sales mix to ensure it is achieving its targeted gross profit margin.
The group had a net asset position amounting to €81.4m. The directors have completed a detailed review of the business trading activities and are confident that they have plans in place to continue to increase revenues and profits going forward.
Principal activity
The principal activity of the group during the year were property rental and the operation of cooked foods and coffee outlets.
Principal risks and uncertainties
|
The directors consider that the principal risks and uncertainties faced by the Company are in the following categories:
Competitor Risk
The Company operates in a highly competitive market. The directors of the Company manage competition through close attention to customer service levels and product innovation.
Liquidity and financial risk
The Company has budgetary and financial reporting procedures, supported by appropriate key performance indicators, to manage credit, liquidity and other financial risk. Liquidity risk is managed by cashflow planning and ensuring adequate bank funding is in place. All key financial figures are monitored on an on-going basis.
Foreign exchange
The Company derives a portion of its revenue and expenditure from the UK. The company maintains GBP bank facilities for UK customers and suppliers to mitigate against this risk. The Company will continue to monitor and ensure it puts all necessary safeguards in place to mitigate against the economic risk and currency volatility risk.
People in our business
The continued success of the company has been achieved by the people working in it. There are many long serving members of staff and the relatively low turnover of personnel reflects the general policy of providing good terms and conditions of employment while dealing with staff as well as the other stakeholders in the business, in a fair and consistent manner. Their continued loyalty and hard work is much appreciated.
Page 1
|
Group strategic report (continued)
For the period ended 31 January 2024
Financial key performance indicators
|
The group’s key financial and other performance indicators during the period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax for the year
|
|
|
|
|
|
Directors' statement of compliance with duty to promote the success of the Group
|
The board of directors of Savitri Holdings Limited both individually and together, confirm that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, in line with Section 172 (1) (a-f) of the Companies Act 2006, in the decisions taken during the year ended 31 January 2024. The following paragraphs summarise how the directors fulfill their duties:
∙As the board of directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner and that the best interest of the company is at the forefront when making decisions.
∙We recognise that our employees are fundamental and core to our business and services provided by the company. We acknowledge the importance of keeping our employees motivated and engaged through a responsible approach to salary and benefit packages and through training. We ensure our staff are appropriately qualified and can continue to develop within the company through our performance system. We also acknowledge that the health and safety of the employees is key to our business.
∙As the board of directors, we recognize that our suppliers are fundamental to the quality of our products and ensuring that as a business we meet the high standards of conduct that we have set. We are committed to engaging with our suppliers and customers to maintain and grow our business relationships, ensuring that we receive and provide the best service possible. We endeavour to review feedback from all our stakeholders in a timely manner and consider it prior to any decision making.
∙We are committed to engaging with our stakeholders to effectively identify, evaluate, manage and mitigate the risks the company faces in a timely manner. Please see the principal risks and uncertainties in our Strategic report for further details.
∙We as directors, ensure that the board remains informed and monitors compliance with the relevant Company Law and governance standards resulting in the company maintaining a reputation for high standards of business conduct.
This report was approved by the board on 21 January 2025 and signed on its behalf.
................................................
Sundeep Tuli
Director
|
Page 2
|
Directors' report
For the period ended 31 January 2024
The directors present their report and the financial statements for the period ended 31 January 2024.
The principal activities of the group during the year were property rental and the operation of cooked foods and coffee outlets.
The profit for the period, after taxation, amounted to €13,697,203 (2023: €2,831,697).
The group declared and paid dividends amounting to €9,620,369 (2023: €677,420).
The directors who served during the period were:
The directors have no plans to significantly alter the activities of the group for the foreseeable future. Continuous monitoring will be done for each store outlet's profitability to aide in decision making for continuing operations or taking appropriate action in order to mitigate known outlet losses, if any. Directors also include in their plans the opportunity for further expansion through opening of new stores depending on their cash flow capacity and location viability.
The success of the business is directly attributable to the people working in it. Savitri Holdings Limited have a talented and dedicated team, some who have been with the company since inception, and they are critical to the execution of the company's plans. The ability to find and retain good personnel reflects the general policy of providing good terms and conditions of employment while dealing with staff in a fair and consistent manner. Their continued loyalty and hard work is much appreciated. Savitri Holdings Limited encourages employee feedback and is committed to provide regular open communication with all employees.
The company's customers and suppliers are of critical importance to the business. A significant portion of the company's revenues are generated from recurring sales to its customer base. Monthly and quarterly business reviews ensure that the business maintains good relationships with these key stakeholders.
Employment of disabled person
|
The group has opted to include this disclosure in the paragraph below.
Page 3
|
Directors' report (continued)
For the period ended 31 January 2024
The group has recruitment policy to ensure that all applications for employment, including those made by disabled persons, are given full and fair consideration in light of the applicant's aptitudes and abilities. There is also an equal opportunities policy to ensure that all emoloyees are treated equally in terms of employment, training, career progression and promotion. Where employees develop a disability during their employment, every effort is made to continue their employment and arrange for appropriate training and support as far as is reasonably practicable.
Further information on employee engagement can be found within the Group's Section 172 Statement in the Strategic Report, in accordance with s414C(11) of the Companies Act 2006, as the directors consider to be strategic importance to the Group.
Energy & Carbon Reporting
|
To comply with SECR unquoted large entities are required to disclosure the annual energy consumption and carbon emissions in the directors report of the financial statements. The carbon emissions needs to be disclosed under three categories. However, if the group consumes less than 40,000 kWh annually, the group does not have to disclose the detail of the consumption and emissions.
Based on the criteria that :
- the group does not employ staff and only received a charge for the cost of staff;
- the group does not own or lease equipment or other assets and only receive a charge for the cost;
- the group does not occupy a premises and is only charged a fee; and
- the operating subsidiaries or the group that first incurs the cost of the above discloses its annual energy consumption and carbon emissions in compliance with SECR.
Disclosure of information to auditor
|
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
|
There have been no significant events affecting the Group since the period end.
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Page 4
|
Directors' report (continued)
For the period ended 31 January 2024
This report was approved by the board and signed on its behalf.
................................................
Sundeep Tuli
Director
|
|
|
Page 5
|
Directors' responsibilities statement
For the period ended 31 January 2024
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
This report was approved by the board and signed on its behalf.
................................................
Sundeep Tuli
Director
Date: 21 January 2025
Page 6
|
Independent auditor's report to the members of Savitri Holdings Limited
We have audited the financial statements of Savitri Holdings Limited (the 'Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Statement of comprehensive income, the Consolidated and Company Statements of financial position, the Consolidated Statement of cash flows, the Consolidated and Company Statement of changes in equity for the period ended 31 January 2024, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the 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, Savitri Holdings Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 January 2024 and of the Group financial performance and cash flows for the period then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from the date 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.
Page 7
|
Independent auditor's report to the members of Savitri Holdings Limited (continued)
Other information comprises the information included in the report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report and the Strategic Report for the period for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
|
In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Page 8
|
Independent auditor's report to the members of Savitri Holdings Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
|
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
|
The objectives of an auditor 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 their 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.
A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
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 compliance with data protection requirements in the jurisdictions in which the company operates and holds data, non-compliance related to employment regulation in the UK and other environment regulations 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 preparation of the financial statements such as the Companies Act 2006 and local tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgments and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Page 9
|
Independent auditor's report to the members of Savitri Holdings Limited (continued)
Responsibilities of the auditor for the audit of the financial statements (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the company’s legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing challenging assumptions and judgments made by management in their significant accounting estimates, including impairment of trade debtors, useful lives of tangible assets and goodwill, impairment of tangible assets and goodwill and impairment of investments;
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
|
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.
Cathal Kelly (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Audit Firm
Dublin 2
Date: 21 January 2025
Page 10
|
Consolidated statement of comprehensive income
For the period ended 31 January 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial period
|
|
|
|
|
|
|
|
Unrealised surplus on revaluation of tangible fixed assets
|
|
|
|
Currency translation adjustment
|
|
|
|
Other comprehensive income for the period
|
|
|
|
Total comprehensive income for the period
|
|
|
|
Profit for the period attributable to:
|
|
|
|
Owners of the parent Company
|
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to:
|
|
|
|
Owners of the parent Company
|
|
|
|
|
|
|
|
The notes on pages 18 to 36 form part of these financial statements.
|
Page 11
|
|
|
|
Savitri Holdings Limited
Registered number:SC705557
|
Consolidated statement of financial position
As at 31 January 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the parent Company
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
Sundeep Tuli
|
|
|
|
The notes on pages 18 to 36 form part of these financial statements.
Page 12
|
|
|
|
Savitri Holdings Limited
Registered number:SC705557
|
Company statement of financial position
As at 31 January 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
Sundeep Tuli
|
|
|
|
The notes on pages 18 to 36 form part of these financial statements.
Page 13
|
Consolidated statement of changes in equity
For the period ended 31 January 2024
|
|
|
|
|
|
|
Equity attributable to owners of parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Surplus on revaluation of property
|
|
|
|
|
|
|
|
|
Currency translation adjustment
|
|
|
|
|
|
|
|
|
Dividends: Equity capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 18 to 36 form part of these financial statements.
|
Page 14
|
Consolidated statement of changes in equity
For the period ended 31 January 2023
|
|
|
|
|
|
Equity attributable to owners of parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment
|
|
|
|
|
|
|
|
Dividends: Equity capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 18 to 36 form part of these financial statements.
|
Page 15
|
Company statement of changes in equity
For the period ended 31 January 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment
|
|
|
|
|
Dividends: Equity capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company statement of changes in equity
For the period ended 31 January 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 18 to 36 form part of these financial statements.
|
Page 16
|
Consolidated statement of cash flows
For the period ended 31 January 2024
Cash flows from operating activities
|
|
|
Profit for the financial year/period
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Depreciation of tangible assets
|
|
|
|
|
|
|
|
|
Decrease/(increase) in stocks
|
|
|
(Increase)/decrease in debtors
|
|
|
(Decrease)/increase in creditors
|
|
|
|
|
|
Currency translation adjustments
|
|
|
Net cash generated from operating activities
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
Purchase of intangible fixed assets
|
|
|
Purchase of tangible fixed assets
|
|
|
Sale of tangible fixed assets
|
|
|
Purchase of investment properties
|
|
|
Net cash from investing activities
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net (decrease) in cash and cash equivalents
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
Cash and cash equivalents at the end of period
|
|
|
|
|
|
Cash and cash equivalents at the end of period comprise:
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 18 to 36 form part of these financial statements.
|
Page 17
|
Notes to the financial statements
For the period ended 31 January 2024
Savitri Holdings Limited was incorporated in Scotland on 2 August 2021 with a registered address at 7 Coates Crescent, Edinburgh, Scotland, EH3 7AL, Scotland.
The principal activities of the Group during the year were property rental and the operation of cooked foods and coffee outlets.
2.Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
During the prior financial period, the Company issued shares in exchange for shares in the now subsidiary companies. The transaction was accounted for as a group reconstruction as there was no change in ultimate beneficial shareholders or their relative entitlements. As a result of this reconstruction, merger accounting was applied in accordance section 19 of FRS 102. Comparative amounts are presented as if the new group had been in existence for the comparative period.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's and Groups functional and presentational currency is Euros.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
Page 18
|
Notes to the financial statements
For the period ended 31 January 2024
2.Accounting policies (continued)
|
|
Foreign currency translation (continued)
|
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Page 19
|
Notes to the financial statements
For the period ended 31 January 2024
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
|
|
Current and deferred taxation
|
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Page 20
|
Notes to the financial statements
For the period ended 31 January 2024
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
|
|
|
|
|
|
|
|
|
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
|
|
Revaluation of tangible fixed assets
|
Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
Page 21
|
Notes to the financial statements
For the period ended 31 January 2024
2.Accounting policies (continued)
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 22
|
Notes to the financial statements
For the period ended 31 January 2024
2.Accounting policies (continued)
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Page 23
|
Notes to the financial statements
For the period ended 31 January 2024
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
When preparing the financial statements, management makes a number of judgments, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.
The following are significant management judgments in applying the accounting policies of the group that have the most significant effect on the financial statements.
Impairment of debtors
Allowance is made for specific and groups of accounts, where objective evidence of impairment exists. The group evaluates the amount of allowance for impairment based on available facts and circumstances affecting the collectability of the accounts, including, but not limited to, the length of the group’s relationship with the customers, the customers’ current credit status, and average age of accounts, collection experience and historical loss experience.
Estimating useful lives of tangible and intangible assets
The group estimates the useful lives of tangible fixed assets and intangible assets based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets. In addition, estimation of the useful lives of tangible fixed and intangible assets is based on collective assessment of industry practice, internal technical evaluation and experience with similar assets. Actual results, however, may vary due to changes in estimates brought about by changes in factors mentioned above.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 24
|
Notes to the financial statements
For the period ended 31 January 2024
|
|
|
|
|
Government grants receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The operating profit is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
|
|
|
|
Other operating lease rentals
|
|
|
|
Amortisation of intangible assets
|
|
|
|
|
|
During the period, the Group obtained the following services from the Company's auditor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
|
|
|
|
|
|
|
Page 25
|
Notes to the financial statements
For the period ended 31 January 2024
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined benefit scheme
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the period was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and administrative staff
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 26
|
Notes to the financial statements
For the period ended 31 January 2024
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
Factors affecting tax charge for the period
|
|
The tax assessed for the period is higher than (2023: higher than) the blended standard rate of corporation tax in the UK of24% (2023: 19%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
Profit on ordinary activities multiplied by blended standard rate of corporation tax in the UK of 24% (2023: 19%)
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
Capital allowances for financial period in excess of depreciation
|
|
|
|
Effect of foreign tax rates
|
|
|
|
|
|
|
|
|
|
|
|
Under provision from prior years
|
|
|
|
|
|
|
|
Total tax charge for the period
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
Page 27
|
Notes to the financial statements
For the period ended 31 January 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
|
|
|
Timing differences on lease incentives
|
|
|
|
|
|
|
|
|
Page 28
|
Notes to the financial statements
For the period ended 31 January 2024
Page 29
|
Notes to the financial statements
For the period ended 31 January 2024
|
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between classes
|
|
|
|
|
|
|
Reclassified to held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassified to held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 30
|
Notes to the financial statements
For the period ended 31 January 2024
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
Tuli (Holdings) Ireland Limited
|
Unit 12, Eastgate Retail and Business Park, Little Island, Cork
|
|
|
|
|
MGT Foods Ireland Limited
|
Unit 12, Eastgate Retail and Business Park, Little Island, Cork
|
|
|
|
|
MBCC Foods (Ireland) Limited
|
Unit 12, Eastgate Retail and Business Park, Little Island, Cork
|
Cooked food and coffee outlet
|
|
|
|
MBCC Costa Ireland Limited
|
Unit 12, Eastgate Retail and Business Park, Little Island, Cork
|
Distribution, retail and wholesale of coffee and all associated products
|
|
|
|
Kashmiri Foods (Ireland) Limited
|
Unit 12, Eastgate Retail and Business Park, Little Island, Cork
|
Leasing of coffee machines and retail of associated products
|
|
|
|
Kashmiri Properties (Ireland) Limited
|
Unit 12, Eastgate Retail and Business Park, Little Island, Cork
|
|
|
|
Page 31
|
Notes to the financial statements
For the period ended 31 January 2024
|
|
Freehold investment property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange movement
|
|
|
|
|
|
|
Freehold investment property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange movement
|
|
|
|
|
The value of the company's and group's investment properties as at 31 January 2024 reflect a fair valuation carried out in January 2024 by Michael Conroy, a director of the subsidiaries (except for MGT Foods Ireland Limited), having appropriately recognised professional qualifications and recent experience in the location and categories of the properties being valued.
The method of determining the fair value was based on the existing use and yield methods. There are no restrictions on the realisability of the investment property.
Page 32
|
Notes to the financial statements
For the period ended 31 January 2024
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by related parties
|
|
|
|
|
|
|
|
|
|
|
|
Director's loan (Note 25)
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts owed by group companies and related parties are unsecured, interest bearing and repayable within one year, based on terms set out in intercompany agreements and relevant policies.
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 33
|
Notes to the financial statements
For the period ended 31 January 2024
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group companies
|
|
|
|
|
|
Amounts owed to related parties
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
Director's loan (Note 25)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other creditors are payable at various dates in the coming months in accordance with the suppliers’ usual and customary credit terms.
Corporation tax and other taxes including social welfare are repayable at various dates over the coming months in accordance with the applicable statutory provisions.
Loans with credit institutions are payable over a fixed term as set out in the terms of the loan. Amounts due owed to group undertakings are unsecured, repayable on demand and interest free.
|
|
|
|
|
|
|
|
Financial assets measured at fair value through profit or loss
|
|
|
|
|
|
Financial assets measured at amortised cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
|
|
Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.
Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings, other debtors, and prepayments and accrued income.
|
Page 34
|
Notes to the financial statements
For the period ended 31 January 2024
21.Financial instruments (continued)
|
Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings, other creditors, and accruals.
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
1,000 (2023: 1,000) Ordinary shares of £1.00 each
|
|
|
Revaluation reserve
The revaluation reserve pertains to differences of fair value and carrying amount of assets transferred from tangible fixed assets to Investment property.
Foreign exchange reserve
The foreign exchange reserve comprises translation differences arising from the conversion of functional currency balance into the presentational currency of the Group.
Profit and loss account
The profit and loss account includes all current and prior period retained profit and losses.
|
Commitments under operating leases
|
|
At 31 January 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
Page 35
|
Notes to the financial statements
For the period ended 31 January 2024
At 31 January 2024, a balance of €Nil (2023: €289,533) is owing to Mr. Raju Tuli by the company. During the financial year, the company received advances from Mr. Raju Tuli amounting to €Nil and repaid amounts totaling €289,533.
At 31 January 2024, a balance of €Nil (2023: €893,348) is owing to Mr. Sundeep Tuli by the company. During the financial year, the company received advances from Mr. Sundeep Tuli amounting to €Nil and repaid amounts totaling €893,348.
At 31 January 2024, a balance of €585,240 (2023: €403,075) is owed by Mr. Raju Tuli to MBCC Foods (Ireland) Limited, a subsidiary. The maximum amount owed by Mr. Raju Tuli at any time during the year was €585,240.
At 31 January 2024, the balance of €149,955 (2023: nil) is owed by Mr. Sundeep Tuli to MBCC Foods (Ireland ) Limited. The maximum amount owed by Mr. Sundeep TUli at any time during the year was €149,955.
|
Related party transactions
|
|
During the year, the group entered into the following related party transactions. The companies are related by virtue of common shareholders and directors:
The group was owed €4,716,704 (2023: €4,628,023) by MBCC (Foods) Limited, a UK company. The company owed MBCC (Foods) Limited €3,349,218 (2023: €3,293,508), S & R Properties €nil (2023: €25,079), and M R & S Properties Limited €nil (2023: €24,309).
The company has taken advantage of exemption, under the terms 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.
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.
|
|
Post balance sheet events
|
There have been no significant events affecting the Group since the year end.
The ultimate parent company is KLT Holdings Limited, a company incorporated and registered in Isle of Man.
Raju Tuli and Sundeep Tuli, acting in unison, are considered to be the ultimate controlling parties of Savitri Holdings Limited.
Page 36
|
|