Registered number:
FOR THE YEAR ENDED 30 JUNE 2024
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MINOR FIGURES LIMITED
COMPANY INFORMATION
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MINOR FIGURES LIMITED
CONTENTS
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MINOR FIGURES LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their Strategic Report for the Group for the year ended 30 June 2024.
Principal activity The principal activity of Minor Figures Limited during the year was the sale of oat milk and coffee-related products to retailers and consumers. The Market The global oat milk market size was estimated at $2.23b in 2020 and is expected to grow at CAGR of 14.2% from 2020 to 2028. Rising consumer awareness about the advantages of oat milk and the environmental impact of dairy; the increasing popularity of vegan diets; and rising cases of milk allergies all contribute to the growing demand for oat milk. Oat will continue to increase its share of the category and become the dominant plant-based alternative milk, due to its superior taste and environmental benefits. The total addressable, global market for oat milk will continue to grow strongly as consumer preferences move towards plant-based products.
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MINOR FIGURES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
During the year, the business has continued to execute its strategy of developing oat milk and coffee-related products. Whilst macro-economic conditions have been challenging, the oat category has continued to grow and the business is strategically focused on revenue growth and market penetration, in order to position itself as one of the top 3 brands across all major markets in the long term, through its core range and innovative new products.
Minor Figures is one of the fastest growing brands in North America and Europe. The Group has successfully continued to expand in North America and Europe with increasing distribution points across the on-trade, grocery, export and online channels. During the year, the Group established a new co-manufacturing facility in Europe and now has co-manufacturing sites across all major markets. In 2023, the group implemented a 3-year strategic plan to deliver robust revenue growth with a route to profitability. The first year has been successful with the group continuing topline growth but also implementing a number of margin and cost initiatives resulting is an 65% reduction in net loss for the year against the prior year. The current financial year (ending June 2025) has started well, with a strong first quarter. As part of the Group’s strategy to focus on key markets and a faster route to profitability, in September 2024, the group closed local operations in Australia and signed a strategic partnership with a local manufacturer to supply the domestic and APAC markets through a licensing deal. This partnership will ensure continued growth of the brand in the APAC region. During the year the group has been working on a strong pipeline of innovative new products that will aid future growth. The macro-economic environment is changing but still challenging: whilst inflation is easing and there are some signs of consumer confidence returning, interest rates are expected to remain high for the foreseeable future. Results Revenue for the year was £33.7m, which was £1.9m higher than in the prior period. Underlying channel revenue (excluding Australia) grew by 20% during the year as the Group continues to grow in key markets. The loss for the financial year was £3.4m, a £6.5m (65%) improvement from the prior year. Details of the results for the period are given in the profit and loss account on page 12 and statement of cash flows on page 21.
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MINOR FIGURES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
The directors consider the key performance indicators of the business to be turnover and gross profit margin, and these are summarized below:
2024 2023 £m £m Turnover 33.7 31.8 Gross Profit Margin (before exceptional items) 41% 35% As growth is a key focus for the business, the directors consider further important KPIs to be the following: • Revenue, channel and country growth • Distribution points and rate of sale • Gross and contribution margin • Delivery service levels • Brand awareness The directors and management staff review all KPIs on a monthly basis against plan. Exceptional items Within the P&L, there are a number of exceptional items and one-off costs that were incurred as the group restructured the business with discontinued Australian operations and other product/stock costs. These costs totalled £0.3m in the year. Exceptional transactions relating to the decision to close Minor Figures PTY. Ltd also arose, resulting in an investment impairment charge of £3.8m and an intercompany loan write-off of £1.8m in the parent company.
The directors acknowledge their duty under section 172 of the Companies Act and consider that they have, both individually and collectively, acted in the way that, in good faith, would be most likely to promote the success of the business for the benefit of its members as a whole.
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MINOR FIGURES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
The directors continue to monitor trading performance, as well as risks, on a regular basis and will take necessary steps should a change in performance arise. Going forward, the uncertainties around the ongoing cost of inflation and general macro-economic environment are being closely monitored for potential risks in supply and demand and the directors will take actions as required.
Macro-economic environment The Group’s business and financial performance depends significantly on worldwide macroeconomic conditions and their impact on consumer spending. Recessionary economic cycles, higher interest rates, volatile energy costs, access to credit and other economic factors could affect demand for the Group’s products. The directors closely review the macroeconomic environment on a regular basis and take necessary action to mitigate any identified risk. Changing consumer habits Demand for the Group’s products could be impacted by changing consumer habits. The directors review trends and category statistics on a regular basis, to monitor consumer habits and ensure the business is well positioned to navigate any risk and seize any new opportunities that arise from changing habits. Reliance on third parties The Group relies on third party service providers for certain services relating to the manufacturing and distribution of its products. These providers may not perform as expected under the Group’s agreement, including reasons outside the providers’ control. During the year the business has mitigated these risks by de-centralizing and setting up regional providers, as well as diversifying its base of providers. The directors continue to monitor this closely. Exchange rate risk The business has some risk from exchange rate volatility between sterling and other currencies. The business mitigates this risk through natural hedging and fixed prices. The business will also use financial instruments if required to mitigate any risk. Liquidity Risk The directors are continually reviewing funding requirements to ensure sufficient solutions are available to the Group. The Group has working capital facilities in place which can be utilised if there is insufficient liquidity due to higher stock and production requirements. Future developments We are confident that our continued focus on producing high quality Oat milk in this fast growth category across all three regions we operate in will lead to another year of strong revenue growth. We expect the trend of moving away from dairy to plant-based products will continue. Minor Figures has experienced fast growth in each year since its launch. Business growth will be driven by new products, channel growth, increased distribution points and geographical expansion, underpinned by an increasing demand for plant-based products. Sustainability Minor Figures continues to focus on its core values on sustainability. The Group is a certified B-Corporation and all products sold in the financial year were carbon neutral.
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MINOR FIGURES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Going concern
The Group is investor-backed with a strong history of fundraising, in addition, the Group has working capital facilities in place, should it require additional liquidity. The Group has established a formidable market presence and with the strategic changes implemented, it is now able to deliver strong margins and has a solid route to profitability.
This report was approved by the board on 12 November 2024 and signed on its behalf.
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MINOR FIGURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the financial statements for the year ended 30 June 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.
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.
The loss for the year, after taxation, amounted to £3,436k (2023 - loss £9,905k).
The directors who served during the year were:
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MINOR FIGURES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
We are confident that our continued focus on producing high quality oat milk in this fast growth category across all three regions we operate in will lead to another year of strong revenue growth. We expect the trend of moving away from dairy to plant-based products will continue. Minor Figures has experienced fast growth in each year since its launch. Business growth will be driven by channel growth, increased distribution points and geographical expansion, underpinned by an increasing demand for plant-based products.
Sustainability Minor Figures continues to focus on its core values on sustainability. The Group is a certified B-Corporation and all products sold in the financial year were carbon neutral.
As part of the Group’s strategy to focus on key markets with a faster route to profitability, the directors made the strategic decision to cease operations in Minor Figures PTY. Ltd, a 100% owned subsidiary company incorporated in Australia by moving to a licensing agreement. Operations in Minor Figures PTY Ltd ceased in September 2024. See note 31 for full details.
The auditors, FLB Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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MINOR FIGURES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES LIMITED
We have audited the financial statements of Minor Figures Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated statement of comprehensive income, 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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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 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.
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MINOR FIGURES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' 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 Directors' report have been prepared in accordance with applicable legal requirements.
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 Directors' report.
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MINOR FIGURES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES LIMITED (CONTINUED)
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:
∙enquiring of management concerning actual and potential litigation and claims;
∙performing analytical procedures to identify any unusual results that may indicate risks of material misstatement due to fraud;
∙performing procedures to test cash flow forecasts and to assess the impact of related sensitivities;
∙reading minutes of meetings;
∙assessing any management override of controls by testing journal entries and other adjustments and reviewing accounting estimates for indications of potential bias;
∙evaluating any transactions that are unusual or outside the normal course of business; and
∙maintaining alert to any fraud risks throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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 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.
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MINOR FIGURES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants
Statutory Auditors
1010 Eskdale Road
Winnersh Triangle
RG41 5TS
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MINOR FIGURES LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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MINOR FIGURES LIMITED
REGISTERED NUMBER: 09086859
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2024
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MINOR FIGURES LIMITED
REGISTERED NUMBER: 09086859
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 November 2024.
The notes on pages 23 to 52 form part of these financial statements.
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MINOR FIGURES LIMITED
REGISTERED NUMBER: 09086859
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
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MINOR FIGURES LIMITED
REGISTERED NUMBER: 09086859
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 23 to 52 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
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