Caseware UK (AP4) 2024.0.164 2024.0.164 2024-03-312024-03-312024-03-312023-04-01falseThe principle activity of the group was the marketing and sale of gut health products to the UK and European retail markets.00falsefalse 08181288 2023-04-01 2024-03-31 08181288 2022-04-01 2023-03-31 08181288 2024-03-31 08181288 2023-03-31 08181288 2022-04-01 08181288 1 2023-04-01 2024-03-31 08181288 d:CompanySecretary1 2023-04-01 2024-03-31 08181288 d:Director1 2023-04-01 2024-03-31 08181288 d:Director3 2023-04-01 2024-03-31 08181288 d:RegisteredOffice 2023-04-01 2024-03-31 08181288 c:PlantMachinery 2023-04-01 2024-03-31 08181288 c:FurnitureFittings 2023-04-01 2024-03-31 08181288 c:ComputerEquipment 2023-04-01 2024-03-31 08181288 c:CurrentFinancialInstruments 2024-03-31 08181288 c:CurrentFinancialInstruments 2023-03-31 08181288 c:CurrentFinancialInstruments c:WithinOneYear 2024-03-31 08181288 c:CurrentFinancialInstruments c:WithinOneYear 2023-03-31 08181288 c:ShareCapital 2023-04-01 2024-03-31 08181288 c:ShareCapital 2024-03-31 08181288 c:ShareCapital 2023-03-31 08181288 c:ShareCapital 2022-04-01 08181288 c:OtherMiscellaneousReserve 2023-04-01 2024-03-31 08181288 c:OtherMiscellaneousReserve 2024-03-31 08181288 c:OtherMiscellaneousReserve 2023-03-31 08181288 c:OtherMiscellaneousReserve 2022-04-01 08181288 c:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 08181288 c:RetainedEarningsAccumulatedLosses 2024-03-31 08181288 c:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 08181288 c:RetainedEarningsAccumulatedLosses 2023-03-31 08181288 c:RetainedEarningsAccumulatedLosses 2022-04-01 08181288 c:AcceleratedTaxDepreciationDeferredTax 2024-03-31 08181288 c:AcceleratedTaxDepreciationDeferredTax 2023-03-31 08181288 c:TaxLossesCarry-forwardsDeferredTax 2024-03-31 08181288 c:TaxLossesCarry-forwardsDeferredTax 2023-03-31 08181288 d:OrdinaryShareClass1 2023-04-01 2024-03-31 08181288 d:OrdinaryShareClass1 2024-03-31 08181288 d:OrdinaryShareClass1 2023-03-31 08181288 d:OrdinaryShareClass2 2023-04-01 2024-03-31 08181288 d:OrdinaryShareClass2 2024-03-31 08181288 d:OrdinaryShareClass2 2023-03-31 08181288 d:OrdinaryShareClass3 2023-04-01 2024-03-31 08181288 d:OrdinaryShareClass3 2024-03-31 08181288 d:FRS102 2023-04-01 2024-03-31 08181288 d:Audited 2023-04-01 2024-03-31 08181288 d:FullAccounts 2023-04-01 2024-03-31 08181288 d:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 08181288 c:Subsidiary1 2023-04-01 2024-03-31 08181288 c:Subsidiary1 1 2023-04-01 2024-03-31 08181288 c:WithinOneYear 2024-03-31 08181288 c:WithinOneYear 2023-03-31 08181288 d:Consolidated 2024-03-31 08181288 d:ConsolidatedGroupCompanyAccounts 2023-04-01 2024-03-31 08181288 2 2023-04-01 2024-03-31 08181288 6 2023-04-01 2024-03-31 08181288 e:PoundSterling 2023-04-01 2024-03-31 08181288 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2022-04-01 08181288 c:PreviouslyStatedAmount 2022-04-01 08181288 c:PriorPeriodErrorIncreaseDecrease 2022-04-01 08181288 c:OtherMiscellaneousReserve c:PriorPeriodErrorIncreaseDecrease 2022-04-01 08181288 c:RetainedEarningsAccumulatedLosses c:PriorPeriodErrorIncreaseDecrease 2022-04-01 08181288 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2022-04-01 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 08181288









BIO-TIFUL DAIRY LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
BIO-TIFUL DAIRY LIMITED
 
 
COMPANY INFORMATION


Director
N Bowes 




Company secretary
Zedra Cosec (UK) Limited



Registered number
08181288



Registered office
Birchin Court 5th Floor
19-25 Birchin Lane

London

EC3V 9DU




Independent auditors
Ecovis Wingrave Yeats LLP
Chartered Accountants and Statutory Auditors

3rd Floor, Waverley House

7-12 Noel Street

London

W1F 8GQ





 
BIO-TIFUL DAIRY LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Director's Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Profit and Loss Account
9
Consolidated Balance Sheet
10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 34


 
BIO-TIFUL DAIRY LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

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

Principal activity
 
The principal activity of the Group and Company was the marketing and sale of gut health products to the UK and European retail markets.

Business review
 
The directors aim to present a balanced and comprehensive review of the business during the year and its position as at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties which are faced. 

We are pleased with the continued solid trading performance in a challenging market environment in the year seeing turnover grow by 37% from £23.65m to £32.48m.

In FY24 we have returned to an EBITDA profit for the year, this despite continued significant investment in marketing and people in the year. This investment has again underpinned the growth achieved in the year.

We have maintained a net asset position of £5.3m (2023- £3.7m) whilst generating cash inflows in the year and retaining a cash position in which the directors are comfortable gives them the ability to further invest in marketing and new products in order to grow the business.

The directors are optimistic about the future, the Group continues to grow its customer base and have plans for further new products and market development. 
 
Principal risks and uncertainties
 
The management of the business and execution of its strategy are subject to a number of risks. Risks are formally reviewed by the Board of Directors and appropriate processes put in place to monitor and mitigate them.
 
Brand reputation
 
Our brand reputation is built on product quality and consumer loyalty. Any major event triggered by a serious food safety or other compliance issue could have a negative effect on our reputation or brand image. The Group has policies, processes and controls in place to prevent such events. 

Commercial risk 
 
The market in which the Group operates is highly competitive and therefore there is a risk of business loss. To mitigate against this risk the Board of Directors focus on value, service and quality of product to ensure high levels of customer retention. The Group also actively invests in its brand to ensure it remains relevant to customers and customers. 

Raw materials and inflation
 
The Group is dependent on the sustainable supply of a number of raw materials and packaging materials. Any major events triggered by changes in the macro-economic environment could result in input price volatilities or capacity constraints of suppliers which would adversely impact the financial results of the Group. The Group has policies, procedures and controls in place to mitigate against such events. We work closely with all our major suppliers to ensure continuity of suppliers of quality products. 



 
Page 1

 
BIO-TIFUL DAIRY LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Liquidity risk 
 
The Group has cash reserves and forward forecasts future requirements on a regular basis to ensure we always have sufficient funding available when required. 

Credit risk
 
The Group's principal financial assets are stock and trade debtors. The principal credit risks arises therefore from its trade debtors, the majority of which are of the highest rating (UK grocers). In order to manage credit risk, credit limits are set and reviewed using a combination of third party references and payment history. There continues to be significant work undertaken by the CCO, COO, CFO and credit control learn to reduce the exposure and risk to the business. 

Financial key performance indicators
 
Our internal financial KPIs are turnover and EBITDA. Both are reported in the body of these statements. The Directors are pleased to note the considerable YOY improvement in both between FY23 and FY24. The Directors intend to continue this growth in FY25.


This report was approved by the board on 31 December 2024 and signed on its behalf.





N Bowes
Director

Page 2

 
BIO-TIFUL DAIRY LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The Director presents his report and the financial statements for the year ended 31 March 2024.

Director

The Director who served during the year was:

N Bowes 
N Levin (resigned 25 April 2024) 
K Moore
 (resigned 31 January 2024)

Results and dividends

The profit for the year, after taxation, amounted to £1,771,850 (restated 2023 - £237,519).

No dividend was paid in the year. 

Director's responsibilities statement

The Director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has elected to prepare the financial statements in accordance with 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 Director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Matters covered in the Group Strategic Report

The Group has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Group's Strategic Report information required by the Large and Medium-sized Companies and Groups (accounts and Reports) Regulations 2008 Schedule 7 to be contained in the directors' report.

Page 3

 
BIO-TIFUL DAIRY LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Post balance sheet events

Subsequent to the balance sheet date, the Company has acquired the shares from minority shareholders. This transaction was completed for a total consideration of £4 million.
The company has entered into a confidential invoice discounting facility with Barclays Bank. This facility commenced on 21st April 2024 and contains a fixed and floating charge over assets of the Company. 

Disclosure of information to auditors

The Director at the time when this Director's 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 auditors are 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 auditors are aware of that information.

Auditors

The auditorsEcovis Wingrave Yeats LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 31 December 2024 and signed on its behalf.
 





N Bowes
Director

Page 4

 
BIO-TIFUL DAIRY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED
 

Opinion


We have audited the financial statements of Bio-tiful Dairy Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Director with respect to going concern are described in the relevant sections of this report.


Page 5

 
BIO-TIFUL DAIRY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Director is responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's Report.


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


adequate accounting records have not been kept 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 Director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 3, the Director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
BIO-TIFUL DAIRY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements.


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

We considered our general commercial and sector experience and held a discussion with the Directors and other management personnel to identify laws and regulations that could reasonably be expected to have a material effect on the financial statements.
We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework (Financial Reporting Standard 102 and the Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the Company operates.
We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.In addition, there are other significant laws and regulations which may have an affect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to environmental, occupational health and safety, General Data Protection Regulation (GDPR), fraud, bribery and corruption. For these laws and regulations, the consequences of non compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Actual or suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as a key audit risk.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with a number of individuals, including with individuals outside of the finance function, and conducted interviews to understand where they considered there was susceptibility to fraud. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to areas of estimate and judgement in the financial statements.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above.  In addition to the audit procedures, we communicated the identified laws and regulations to the audit team and remained alert to any indications of non-compliance throughout the audit.  The specific audit procedures performed by the engagement team included:
°Review of Board minutes;
°Review of large and unusual bank transactions;
°Challenging assumptions and judgements made by management in its significant accounting estimates, and identifying and testing journal entries;
°Review of legal and professional fee expenditure;


 
Page 7

 
BIO-TIFUL DAIRY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED (CONTINUED)


There are inherent limitations of an audit. There is a higher risk that irregularities, including fraud, will not be detected during the audit as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. The primary responsibility for the prevention and detection of non-compliance with all laws and regulations and fraud lies with both those charged with governance of the entity and management.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.





Sally Casson (Senior Statutory Auditor)
  
for and on behalf of
Ecovis Wingrave Yeats LLP
 
Chartered Accountants and Statutory Auditors
  
3rd Floor, Waverley House
7-12 Noel Street
London
W1F 8GQ

31 December 2024
Page 8

 
BIO-TIFUL DAIRY LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024

2024
Restated 2023
Note
£
£

  

Turnover
 4 
32,477,974
23,653,632

Cost of sales
  
(19,510,864)
(14,990,450)

Gross profit
  
12,967,110
8,663,182

Distribution costs
  
(2,447,349)
(2,081,372)

Administrative expenses
  
(8,260,949)
(6,600,908)

Other operating income
 5 
-
15,500

Operating profit/(loss)
 6 
2,258,812
(3,598)

Interest receivable and similar income
 10 
14,471
2,203

Profit/(loss) before taxation
  
2,273,283
(1,395)

Tax on profit/(loss)
 11 
(501,433)
238,914

Profit for the financial year
  
1,771,850
237,519

  

Profit for the year attributable to:
  

Owners of the parent Company
  
1,771,850
237,519

  
1,771,850
237,519

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated profit and loss account.

The notes on pages 16 to 34 form part of these financial statements.

Page 9

 
BIO-TIFUL DAIRY LIMITED
REGISTERED NUMBER: 08181288

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
Restated 2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
52,406
16,644

Tangible assets
 13 
23,288
24,521

  
75,694
41,165

Current assets
  

Stocks
 15 
794,809
495,619

Debtors: amounts falling due within one year
 16 
8,729,058
6,396,688

Cash at bank and in hand
  
2,079,590
730,295

  
11,603,457
7,622,602

Creditors: amounts falling due within one year
 17 
(6,239,537)
(3,996,035)

Net current assets
  
 
 
5,363,920
 
 
3,626,567

Total assets less current liabilities
  
5,439,614
3,667,732

Net assets
  
5,439,614
3,667,732


Capital and reserves
  

Called up share capital 
 19 
157
125

Capital contribution reserve
 20 
799,975
799,975

Profit and loss account
 20 
4,639,482
2,867,632

Equity attributable to owners of the parent Company
  
5,439,614
3,667,732

  
5,439,614
3,667,732


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 December 2024.




N Bowes
Director

The notes on pages 16 to 34 form part of these financial statements.

Page 10

 
BIO-TIFUL DAIRY LIMITED
REGISTERED NUMBER: 08181288

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
Restated 2023
Note
£
£

Fixed assets
  

Intangible fixed assets
 12 
52,406
16,644

Tangible assets
 13 
23,288
24,521

Investments
 14 
85
85

  
75,779
41,250

Current assets
  

Stocks
 15 
794,809
478,167

Debtors: amounts falling due within one year
 16 
11,328,708
7,431,829

Bank and cash balances
  
1,880,504
690,144

  
14,004,021
8,600,140

Creditors: amounts falling due within one year
 17 
(9,723,427)
(5,786,693)

Net current assets
  
 
 
4,280,594
 
 
2,813,447

  

Net assets
  
4,356,373
2,854,697


Capital and reserves
  

Called up share capital 
 19 
157
125

Capital contribution reserve
 20 
799,975
799,975

Profit and loss account
 20 
3,556,241
2,054,597

Shareholders funds
  
4,356,373
2,854,697


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 December 2024.




N Bowes
Director

The notes on pages 16 to 34 form part of these financial statements.

Page 11

 
BIO-TIFUL DAIRY LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 April 2022 (as previously stated)
125
799,975
2,944,075
3,744,175

Prior year adjustment
-
-
(313,962)
(313,962)


At 1 April 2022 (as restated)
125
799,975
2,630,113
3,430,213



Profit for the year
-
-
237,519
237,519



At 1 April 2023
125
799,975
2,867,632
3,667,732



Profit for the year
-
-
1,771,850
1,771,850


Contributions by and distributions to owners

Shares issued during the year
32
-
-
32


At 31 March 2024
157
799,975
4,639,482
5,439,614


The notes on pages 16 to 34 form part of these financial statements.

Page 12

 
BIO-TIFUL DAIRY LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 April 2022 (as previously stated)
125
799,975
2,634,069
3,434,169

Prior year adjustment
-
-
(313,962)
(313,962)


At 1 April 2022 (as restated)
125
799,975
2,320,107
3,120,207



Loss for the year
-
-
(265,510)
(265,510)



At 1 April 2023
125
799,975
2,054,597
2,854,697



Profit for the year
-
-
1,501,644
1,501,644


Contributions by and distributions to owners

Shares issued during the year
32
-
-
32


At 31 March 2024
157
799,975
3,556,241
4,356,373


The notes on pages 16 to 34 form part of these financial statements.

Page 13

 
BIO-TIFUL DAIRY LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
Restated 2023
£
£

Cash flows from operating activities

Profit for the financial year
1,771,850
237,519

Adjustments for:

Amortisation of intangible assets
19,604
17,985

Depreciation of tangible assets
6,881
2,125

Interest received
(14,471)
(2,203)

Taxation charge
299,469
(238,914)

(Increase) in stocks
(299,190)
(322,111)

(Increase) in debtors
(2,432,890)
(1,924,567)

Increase in creditors
2,044,553
856,244

Net cash generated from operating activities

1,395,806
(1,373,922)


Cash flows from investing activities

Purchase of intangible fixed assets
(55,366)
-

Purchase of tangible fixed assets
(5,648)
(24,232)

Interest received
14,471
2,203

Net cash from investing activities

(46,543)
(22,029)

Cash flows from financing activities

Issue of ordinary shares
32
-

Net cash used in financing activities
32
-

Net increase/(decrease) in cash and cash equivalents
1,349,295
(1,395,951)

Cash and cash equivalents at beginning of year
730,295
2,126,246

Cash and cash equivalents at the end of year
2,079,590
730,295


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,079,590
730,295

2,079,590
730,295


The notes on pages 16 to 34 form part of these financial statements.

Page 14

 
BIO-TIFUL DAIRY LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024




At 31 March 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

730,295

1,349,295

2,079,590


730,295
1,349,295
2,079,590

The notes on pages 16 to 34 form part of these financial statements.

Page 15

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Bio-tiful Dairy Limited ('the Company') and its subsidiary undertaking ('the Group') are private companies, limited by shares. The Company is incorporated and domiciled in the United Kingdom with registered number 08181288. Bio-tiful Dairy EU Limited is incorporated and domiciled in the Republic of Ireland, as disclosed in Note 14. The address of the Company's registered office is disclosed on the Company information page. 

The financial statements are prepared in Sterling (£), which is the functional currency of the Group, and rounded to the nearest pound. 

2.Accounting policies

 
2.1

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 judgement in applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions or estimates are significant to the financial statements are disclosed in 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.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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 Balance Sheet, 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 Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Group has made a profit in the year whilst it invested in brand awareness and new product growth, it has managed to increase its net asset position and net current asset position at the year end.
The Group continues to trade in line with expectations, since the year end and whilst there will be challenges over the coming year as a result of uncertainties in the economy, the directors consider the Group to be well placed to handle these challenges. Long term forecasts prepared by the directors show that the Group has the ability to continue to operate by using its working capital and generating positive cash flows from operations for a period of at least 12 months from the signing of these financial statements.
The directors therefore consider it appropriate for the financial statements to be prepared on a going concern basis.

 
2.4

Turnover

Turnover 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. Turnover 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

Turnover 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.

  
2.5

Customer deductions

Consistent with standard industry practice, the Company has arrangements with its customers providing volume-related rebates, marketing and promotional funding contributions and discounts. These costs are recognised as a reduction to revenue as they are considered to be an adjustment to the selling price for the Company’s products. On occasions the payment of this support is subject to the Company’s customers performing specified actions or satisfying certain performance conditions associated with the purchase of products from the Company. These include achieving agreed purchase volume targets and providing promotion marketing materials/activities. Whilst there is no standard definition, these amounts payable to customers are generally termed as ‘customer deductions’. The Company recognises these costs as a deduction from revenue based upon the terms of the relevant arrangement in place. Amounts payable relating to customer deduction arrangements are recognised within trade creditors where there is no right of offset.

Page 17

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.6

Intangible assets

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

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

Computer software                     -            3   years 

 
2.7

Tangible fixed assets

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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Plant and machinery
-
20%
straight line
Fixtures and fittings
-
33%
straight line
Computer equipment
-
33%
straight line

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.

At each balance sheet date, the Group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverbale amount fo the asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. The impairment loss is recognised as an expense immediately in the consolidated profit and loss account.

Page 18

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Stocks

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 balance sheet 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 the consolidated profit and loss account.

 
2.10

Financial instruments

Financial assets and liabilities are recognised when the Group become a party to the contractual provisions of the instruments.
All financial assets and liabilities are initially measured at transaction price and subsequently measured at amortised cost. If an arrangement constitutes a financing transaction, the instrument is measured at the present value of the future payments or receipts discounted at a market rate of interest for a similar debt instrument.

  
2.11

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
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.
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 account in the period in which they arise.
On consolidation, the results of overseas operations are translated into Sterling 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.

 
2.12

Operating leases

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

Page 19

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.13

Pensions

Defined contribution pension plan

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

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

 
2.14

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.15

Interest income

Interest income is recognised in profit and loss account using the effective interest method.

 
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
 

Page 20

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.17

Current and deferred taxation

The tax charge comprises of current and deferred tax.

Current tax is recognised for the amount of corporation tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

  
2.18

Share-based payments

Where the Company has granted rights to its equity instruments to the employees of the Company, such arrangements are accounted for as equity-settled share-based payment arrangements.
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based payment transactions are set out in Note 21.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest. The expected useful life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Share options granted to employees are cancelled when employees cease to work for the Company, unless otherwise agreed by the directors of the Company. The cancellation results in immediate derecognition of the expenses that would have arisen over the remainder of the original vesting period.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with Financial Reporting Standard 102 requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of turnover and expenses during the reporting period. The directors are also required to exercise judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
 
Page 21

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.Judgements in applying accounting policies (continued)

Carrying value of stock 
The directors review the market value of and demand for the Group's stocks on a periodic basis to ensure the stock is recorded in the financial statements at the lower of cost and net realisable value. Any provision for impairment is recorded against the carrying value of the stocks. The directors use their knowledge of market conditions, historical experiences and estimates of future events to assess future demand for the Group's products and achievable selling prices.

Recoverability of debtors
Trade debtors are recognised to the extent that they are judged recoverable. The directors' reviews are performed to estimate the level of reserves required for irrecoverable debt. Provisions are made specifically against invoices where recoverability is uncertain.
Allowances are applied to debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The directors specifically analyse historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgemental to evaluate the adequacy of the provision for doubtful debts. Where the expectation is different from the original estimate, such difference will impact the carrying value of debtors and the charge in the consolidated profit and loss account.
Taxation
There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group takes professional advice on its tax affairs and recognises liabilities for anticipated tax based on estimates of what taxation is likely to be due.
Useful economic lives of tangible and intangible fixed assets
Fixed assets are depreciated and amortised over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Share based payments
During the prior year, the Company granted 4,600 EMI options over the Ordinary C shares to employees. The latest exercise date is 9 March 2033. The weighted average exercise price is £0.01 per share.

The Company has valued the share options at fair value based on a HMRC valuation. No charge has been recorded in these financial statements in respect of the associated share based payments, as the charge is not considered to be material.

Page 22

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

The whole of the turnover is attributable to the Group's principal activities.

Analysis of turnover by country of destination:

2024
Restated 2023
£
£

United Kingdom
30,034,243
21,778,915

Rest of Europe
2,443,731
1,874,717

32,477,974
23,653,632



5.


Other operating income

2024
2023
£
£

R&D Tax Credit
-
15,500



6.


Operating profit

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

2024
2023
£
£

Research & development charged as an expense
-
260,591

Depreciation of tangible fixed assets
6,881
2,125

Amortisation of intangible fixed assets
19,604
17,985

Exchange differences
3,232
6,269

Other operating lease rentals
140,752
138,186

Page 23

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Group's auditors:


2024
2023
£
£

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements
30,000
42,500

Fees payable to the Group's auditor and its associates in respect of:

Preparation of the financial statements
3,300
3,000

All non-audit services not included above
500
500


8.


Employees

Staff costs, including Directors' remuneration, were as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,593,799
2,411,866
3,593,799
2,411,866

Social security costs
438,279
312,107
438,279
312,107

Pension costs
94,434
157,181
94,434
157,181

4,126,512
2,881,154
4,126,512
2,881,154

The average monthly number of employees, including the Director, during the year was as follows:


        2024
        2023
            No.
            No.







Sales
16
11



Administrative and operations
27
21

43
32


9.


Director's remuneration

The highest paid director received remuneration of £150,634 (2023: £122,083).
The value of national insurance contributions paid during the year were £19,444 (
2023: £6,845). There were no amounts outstanding at year end (2023: £Nil).
During the year, a director provided consultancy services to the Group totalling £47,524 (2023 - £24,000). The Group had an outstanding amount owed to the director at year end totalling £Nil (2023 - £4,000).

Page 24

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
14,471
2,203


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profit for the year
265,651
22,740

Adjustments in respect of previous periods
135,262
(145,221)


Total current tax
400,913
(122,481)

Deferred tax


Origination and reversal of timing differences
100,520
(116,433)

Total deferred tax
100,520
(116,433)


Taxation on loss on ordinary activities
501,433
(238,914)
Page 25

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

On 1 April 2023, the UK Corporation tax rate increased from 19% to 25%. The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,273,283
119,661


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
568,321
22,736

Effects of:


Fixed asset timing differences
127
(1,274)

Other permanent differences
-
1,948

Difference between UK and overseas tax rates
(58,896)
(37,368)

Adjustments to tax charge in respect of prior periods - deferred tax
(143,607)
-

Adjustments to tax charge in respect of prior periods
135,262
(145,221)

Remeasurement of deferred tax for changes in tax rate
-
(28,031)

Additional reduction for R&D expenditure
-
(64,366)

Surrender of tax losses for R&D tax credit refund
-
64,366

Non-taxable income
-
(2,945)

R&D SME tax credit
-
(49,121)

Movement in deferred tax not recognised
-
362

Expenses not deductible for tax purposes
226
-

Total tax charge/(credit) for the year
501,433
(238,914)

Page 26

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Intangible assets

Group and Company





Computer software

£



Cost


At 1 April 2023
57,832


Additions
55,366



At 31 March 2024

113,198



Amortisation


At 1 April 2023
41,188


Charge for the year
19,604



At 31 March 2024

60,792



Net book value



At 31 March 2024
52,406



At 31 March 2023
16,644



Page 27

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Tangible fixed assets

Group and Company






Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 April 2023
1,375
24,159
7,133
32,667


Additions
-
3,194
2,454
5,648



At 31 March 2024

1,375
27,353
9,587
38,315



Depreciation


At 1 April 2023
1,375
2,472
4,299
8,146


Charge for the year
-
5,320
1,561
6,881



At 31 March 2024

1,375
7,792
5,860
15,027



Net book value



At 31 March 2024
-
19,561
3,727
23,288



At 31 March 2023
-
21,687
2,834
24,521

Page 28

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
85



At 31 March 2024
85






Net book value



At 31 March 2024
85



At 31 March 2023
85


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Class of shares

Holding

Bio-tiful Dairy EU Limited
Ordinary
100%

Bio-tiful Dairy EU Limited was incorporated in, and is registered in, the Republic of Ireland. Its registered office is 3rd Floor, Ulysses House, Foley St, Dublin 1, Dublin, Ireland.


15.


Stocks

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Raw materials
415,806
227,918
415,806
227,918

Finished goods
379,003
267,701
379,003
250,249

794,809
495,619
794,809
478,167


Page 29

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Debtors

Group
Group
Company
Company
2024
Restated 2023
2024
Restated 2023
£
£
£
£


Trade debtors
7,827,442
5,582,583
6,968,493
4,796,915

Amounts owed by group undertakings
-
-
3,485,674
1,831,716

Other debtors
564,746
668,732
537,671
657,825

Prepayments
328,235
36,218
328,235
36,218

Deferred taxation
8,635
109,155
8,635
109,155

8,729,058
6,396,688
11,328,708
7,431,829


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
Restated 2023
2024
Restated 2023
£
£
£
£

Trade creditors
4,128,738
1,537,761
4,085,246
1,579,881

Amounts owed to group undertakings
-
-
3,590,600
1,888,616

Corporation tax
270,810
71,861
270,810
-

Other taxation and social security
153,421
86,909
153,421
86,909

Other creditors
22,801
17,272
22,801
17,272

Accruals and deferred income
1,663,767
2,282,232
1,600,549
2,214,015

6,239,537
3,996,035
9,723,427
5,786,693


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
On 25th April 2024, a bank financing facility was arranged which is secured by a fixed and floating charge over the Company's assets.

Page 30

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

18.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
109,155
(7,278)


Profit and loss account
(100,520)
116,433



At end of year
8,635
109,155

Company


2024
2023


£

£






At beginning of year
109,155
(7,278)


Profit and loss account
(100,520)
116,433



At end of year
8,635
109,155

The deferred taxation balance is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Fixed asset timing differences
8,635
(7,278)
8,635
(7,278)

Tax losses carried forward
-
116,433
-
116,433

8,635
109,155
8,635
109,155

Page 31

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Class A shares of £1.00 each
100
100
250 (2023 - 250) Class B shares of £0.10 each
25
25
3,200 (2023 - 0) Class C shares of £0.01 each
32
-

157

125

Class A & B shares rank pari passu.


During the year, 3,200 Class C shares were issued for a consideration of £32. These shares represent deferred shares and do not entitle the holder to a right to vote or receive any distributions other than a return of assets on liquidation.


20.


Reserves

Capital contribution reserve

The capital contribution reserve represents a capital contribution arising on monies received from a shareholder with no repayment terms.

Profit and loss account

The profit and loss account includes all current and prior periods retained profit and losses, less dividends paid.


21.


Share-based payments

During the year, the Company granted 4,600 EMI options over the Ordinary C shares to employees. The latest exercise date is 9 March 2033. The weighted average exercise price is £0.01 per share. 

The Company has valued the share options at fair value based on a HMRC valuation. No charge has been recorded in these financial statements in respect of the associated share based payments, as the charge is not considered to be material.


Weighted
average
exercise
price
(pence)
Number
Weighted
average
exercise
price (pence)
Number
2023
2023
2023
2023
£
£
£
£


Granted during the year
-
-
46
4,600

Outstanding at the end of the year
-
-
46
4,600

Page 32

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

22.


Prior year adjustment

During the year, it was identified that the bad debt provision balance in the prior year was incorrectly calculated.  The balance of the bad debt provision for the financial year ending 31 March 2023 should have been £121,054 greater than what was previously provided for. This was due to invoices involved in the 2023 calculation being actually processed in the year ended 31 March 2022. This resulted in a prior period correction of the comparative balances in these financial statements. The bad debt provision has been increased by £121,054 with a corresponding decrease to revenue. 


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £162,115 (2023 - £157,181). At the year end an amount of £19,382 (2023 - £14,281) was outstanding.


24.


Commitments under operating leases

At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Not later than 1 year
104,167
104,167
104,167
104,167

104,167
104,167
104,167
104,167


25.


Related party transactions

The Group has taken advantage of the exemptions conferred under FRS 102 section 33.1a not to disclose transactions between wholly owned group companies, on the basis that they are fully excluded on consolidation.
The directors are considered to be the only persons who have authority and responsibility for planning, directing and controlling the activities of the Group and are considered to be key management personnel. Their remuneration is disclosed in Note 9.


26.


Post balance sheet events

Subsequent to the balance sheet date, the Company has acquired the shares from minority shareholders. This transaction was completed for a total consideration of £4 million.
The company has entered into a confidential invoice discounting facility with Barclays Bank. This facility commenced on 21st April 2024 and contains a fixed and floating charge over assets of the Company. 
In addition, on 25 April 2024, 250 B ordinary shares at 10p nominal value were cancelled. 

Page 33

 
BIO-TIFUL DAIRY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

27.


Controlling party

The ultimate controlling party is N Bowes.

 
Page 34