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Registered number: 09086859









MINOR FIGURES LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
MINOR FIGURES LIMITED
 
 
COMPANY INFORMATION


Directors
J Chiu 
S Forsyth 
C Delcourt 
J Verheijen (appointed 1 August 2023)
B G L Thorpe (appointed 1 August 2023)




Registered number
09086859



Registered office
Unit 12a Uplands Business Park
Blackhorse Lane

London

E17 5QJ




Independent auditors
FLB Audit LLP
Chartered Accountants & Statutory Auditors

1010 Eskdale Road

Winnersh Triangle

Wokingham

RG41 5TS





 
MINOR FIGURES LIMITED
 

CONTENTS



Page
Group strategic report
1 - 5
Directors' report
6 - 7
Independent auditors' report
8 - 11
Consolidated statement of comprehensive income
12
Consolidated balance sheet
13 - 14
Company balance sheet
15 - 16
Consolidated statement of changes in equity
17 - 18
Company statement of changes in equity
19 - 20
Consolidated statement of cash flows
21 - 22
Notes to the financial statements
23 - 52


 
MINOR FIGURES LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
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.  

Page 1

 
MINOR FIGURES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Business review
 
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.
 

Page 2

 
MINOR FIGURES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Key performance indicators
 
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.

Key stakeholders and section 172
 
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.

Page 3

 
MINOR FIGURES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Principal risks and uncertainties
 
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.

 
Page 4

 
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.



S Forsyth
Director

Page 5

 
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.

Directors' responsibilities statement

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 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £3,436k (2023 - loss £9,905k).



Directors

The directors who served during the year were:

J Chiu 
S Forsyth 
C Delcourt 
J Verheijen (appointed 1 August 2023)
B G L Thorpe (appointed 1 August 2023)

Page 6

 
MINOR FIGURES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

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 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.

Disclosure of information to auditors

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 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.

Post balance sheet events

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. 

Auditors

The auditorsFLB Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 12 November 2024 and signed on its behalf.
 





S Forsyth
Director

Page 7

 
MINOR FIGURES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES LIMITED
 

Opinion


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 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 30 June 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 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.


Page 8

 
MINOR FIGURES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES 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 directors are 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 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.


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 Directors' report.


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


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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 9

 
MINOR FIGURES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES 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:

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.


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.


Page 10

 
MINOR FIGURES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINOR FIGURES LIMITED (CONTINUED)





Jacqui Williams FCA (Senior statutory auditor)
  
for and on behalf of
FLB Audit LLP
 
Chartered Accountants
Statutory Auditors
  
1010 Eskdale Road
Winnersh Triangle
Wokingham
RG41 5TS

13 November 2024
Page 11

 
MINOR FIGURES LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£000
£000

  

Turnover
  
33,688
31,819

Cost of sales
  
(19,753)
(20,628)

Exceptional cost of sales
 13 
-
(503)

Gross profit
  
13,935
10,688

Distribution costs
  
(4,206)
(5,002)

Administrative expenses
  
(13,018)
(14,598)

Exceptional administrative expenses
 13 
(344)
(977)

Other operating income
 5 
53
101

Operating loss
 6 
(3,580)
(9,788)

Interest receivable and similar income
 10 
157
28

Interest payable and similar expenses
 11 
(95)
(139)

Loss before taxation
  
(3,518)
(9,899)

Tax on loss
 12 
82
(6)

Loss for the financial year
  
(3,436)
(9,905)

  

Foreign exchange (loss)/gain on consolidation
  
(18)
28

Other comprehensive income for the year
  
(18)
28

Total comprehensive income for the year
  
(3,454)
(9,877)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(3,436)
(9,905)

  
(3,436)
(9,905)

The notes on pages 23 to 52 form part of these financial statements.

Page 12

 
MINOR FIGURES LIMITED
REGISTERED NUMBER: 09086859

CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 14 
213
234

Tangible assets
 15 
166
334

  
379
568

Current assets
  

Stocks
 17 
3,395
2,870

Debtors: amounts falling due within one year
 18 
5,554
4,891

Cash at bank and in hand
 19 
5,580
9,221

  
14,529
16,982

Creditors: amounts falling due within one year
 20 
(5,416)
(4,813)

Convertible loan
 20 
(3,986)
-

Net current assets
  
 
 
5,127
 
 
12,169

Total assets less current liabilities
  
5,506
12,737

Creditors: amounts falling due after more than one year
 21 
-
(3,986)

Other provisions
 23 
-
(7)

  
 
 
-
 
 
(7)

Net assets
  
5,506
8,744


Capital and reserves
  

Share premium account
 25 
29,598
29,598

Other reserves
 25 
1,532
1,316

Profit and loss account
 25 
(25,624)
(22,170)

Equity attributable to owners of the parent Company
  
5,506
8,744

  
5,506
8,744


Page 13

 
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.


S Forsyth
Director

The notes on pages 23 to 52 form part of these financial statements.

Page 14

 
MINOR FIGURES LIMITED
REGISTERED NUMBER: 09086859

COMPANY BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 14 
213
235

Tangible assets
 15 
124
175

Investments
 16 
8,132
11,854

  
8,469
12,264

Current assets
  

Stocks
 17 
1,539
1,413

Debtors: amounts falling due within one year
 18 
7,204
5,835

Cash at bank and in hand
 19 
3,762
7,790

  
12,505
15,038

Creditors: amounts falling due within one year
 20 
(2,965)
(2,877)

Convertible loan
 20 
(3,986)
-

Net current assets
  
 
 
5,554
 
 
12,161

Total assets less current liabilities
  
14,023
24,425

  

Creditors: amounts falling due after more than one year
 21 
-
(3,986)

Provisions for liabilities
  

Other provisions
 23 
-
(7)

  
 
 
-
 
 
(7)

Net assets
  
14,023
20,432


Capital and reserves
  

Share premium account
 25 
29,598
29,598

Other reserves
 25 
1,532
1,316

Profit and loss account
 25 
(17,107)
(10,482)

  
14,023
20,432


Page 15

 
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 12 November 2024.

S Forsyth
Director

The notes on pages 23 to 52 form part of these financial statements.

Page 16
 

 
MINOR FIGURES LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024



Share premium account
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£000
£000
£000
£000
£000


At 1 July 2023
29,598
1,316
(22,170)
8,744
8,744



Comprehensive income for the year


Loss for the year
-
-
(3,436)
(3,436)
(3,436)


Foreign exchange (loss)/gain on consolidation
-
-
(18)
(18)
(18)

Total comprehensive income for the year
-
-
(3,454)
(3,454)
(3,454)



Contributions by and distributions to owners


Share options
-
216
-
216
216



Total transactions with owners
-
216
-
216
216



At 30 June 2024
29,598
1,532
(25,624)
5,506
5,506



The notes on pages 23 to 52 form part of these financial statements.

Page 17

 

 
MINOR FIGURES LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023



Share premium account
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£000
£000
£000
£000
£000


At 1 July 2022
29,598
103
(12,293)
17,408
17,408



Comprehensive income for the year


Loss for the year
-
-
(9,905)
(9,905)
(9,905)


Foreign exchange (loss)/gain on consolidation
-
-
28
28
28

Total comprehensive income for the year
-
-
(9,877)
(9,877)
(9,877)



Contributions by and distributions to owners


Convertible loan note
-
1,014
-
1,014
1,014


Share options
-
199
-
199
199



Total transactions with owners
-
1,213
-
1,213
1,213



At 30 June 2023
29,598
1,316
(22,170)
8,744
8,744



The notes on pages 23 to 52 form part of these financial statements.

Page 18
 
MINOR FIGURES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Share premium account
Other reserves
Profit and loss account
Total equity

£000
£000
£000
£000

At 1 July 2023
29,598
1,316
(10,482)
20,432


Comprehensive income for the year

Loss for the year
-
-
(6,625)
(6,625)
Total comprehensive income for the year
-
-
(6,625)
(6,625)


Contributions by and distributions to owners

Share options
-
216
-
216


Total transactions with owners
-
216
-
216


At 30 June 2024
29,598
1,532
(17,107)
14,023


The notes on pages 23 to 52 form part of these financial statements.

Page 19

 
MINOR FIGURES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023


Share premium account
Other reserves
Profit and loss account
Total equity

£000
£000
£000
£000

At 1 July 2022
29,598
103
(6,369)
23,332


Comprehensive income for the year

Loss for the year
-
-
(4,113)
(4,113)
Total comprehensive income for the year
-
-
(4,113)
(4,113)


Contributions by and distributions to owners

Convertible loan note
-
1,014
-
1,014

Share options
-
199
-
199


Total transactions with owners
-
1,213
-
1,213


At 30 June 2023
29,598
1,316
(10,482)
20,432


The notes on pages 23 to 52 form part of these financial statements.

Page 20

 
MINOR FIGURES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£000
£000

Cash flows from operating activities

Loss for the financial year
(3,436)
(9,905)

Adjustments for:

Amortisation of intangible assets
39
28

Depreciation of tangible assets
144
165

Impairments of fixed assets
83
-

Loss on disposal of tangible assets
15
6

Interest & similar expenses paid
95
139

Interest received
(157)
(28)

Foreign taxation charge
17
6

(Increase)/decrease in stocks
(525)
2,588

(Increase)/decrease in debtors
(663)
5

Increase/(decrease) in creditors
620
(2,410)

(Decrease)/increase in provisions
(7)
7

Share based payment charge
216
199

Fixed assets foreign exchange adjustments
1
14

Net cash generated from operating activities

(3,558)
(9,186)


Cash flows from investing activities

Purchase of intangible fixed assets
(41)
(119)

Purchase of tangible fixed assets
(101)
(64)

Sale of tangible fixed assets
43
2

Interest received
157
28

Net cash from investing activities

58
(153)

Cash flows from financing activities

Repayment of loans
(27)
-

Repayment of/new finance leases
(1)
(9)

Interest & similar expenses paid
(95)
(139)

Convertible loan
-
5,000

Net cash used in financing activities
(123)
4,852

Net (decrease) in cash and cash equivalents
(3,623)
(4,487)

Cash and cash equivalents at beginning of year
9,221
13,680

Foreign exchange gains and losses
(18)
28

Cash and cash equivalents at the end of year
5,580
9,221

Page 21

 
MINOR FIGURES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


2024
2023

£000
£000


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
5,580
9,221

5,580
9,221


The notes on pages 23 to 52 form part of these financial statements.

Page 22

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Minor Figures Limited is a private company limited by shares. The company was incorporated in the United Kingdom and is registered in England and Wales. The registered office address is Unit 12a Uplands Business Park, Blackhorse Lane, London, England, E17 5QJ.

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 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.

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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 23

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Group increased net revenue by £1.9m year-on-year and made a loss before tax of £3.4m (2023: £9.9m), £6.5m reduction year on year.
The directors have reviewed the Group cash requirements for a period of more than 12 months from the date of signing these financial statements and are confident the Group will have sufficient resources to continue to meet its obligations. The directors have accordingly adopted the going concern basis for preparing these financial statements. 
The Group’s base-case forecasts are underpinned by an increasing demand for plant-based products and the Group's growing international brand. Trading over the previous three financial years has demonstrated the Group's continued revenue growth and enabled Minor Figures to establish a formidable market presence with a number of successful funding rounds. 
The Group has significant opportunities within the growing oat category in its key markets and aims to be a top 3 brand, serving the increasing demand for coffee and diary-free alternatives.  The Group has experienced strong growth in North America and is also now focusing on European markets. The strategy of the Group has been revenue growth and, having now established itself in key markets, and implemented several margin initiatives that have significant reduced losses in the current year, the Group has a clear path to profitability. The first quarter of the current financial year is significantly ahead of last year.
In considering the appropriateness of adopting the going concern basis in preparing the financial statements, the directors have assessed the potential cash requirement of the Group for the foreseeable future (being twelve months from the date of approving these financial statements) and considered and reviewed a range of scenarios. The directors have considered the uncertainty around the macroeconomic environment, cost of living crisis, continued global inflationary pressures and the ongoing war in Ukraine. The Group has mitigated a number of these challenges. Revenue growth and margin improvement together with a tight cost base means the Group’s cash requirement over the next 12 months will significantly reduce. The Group also has an unused working capital facility in place and also has further options available via an investment round or debt raise to accelerate growth in 2025/26. 
Whilst there remains uncertainty in the macroeconomic environment, the Group considers it has sufficient liquidity and is well placed to continue, with the backing of investors, in its strategic goal of becoming one of the major players in the fast-growth oat category.

Page 24

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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 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 'administrative expenses'. 

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.

Page 25

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.5

Revenue

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, after discounts, rebates and excluding 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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

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.

 
2.7

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 26

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.8

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. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives.
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.

 
2.9

Government grants

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.

 
2.10

Interest income

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

 
2.11

Finance costs

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.

 
2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
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.

Page 27

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.14

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.15

Taxation

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 balance sheet date in the countries where the Company and the Group operate and generate income.


 
2.16

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.17

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.

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.

 The estimated useful lives range as follows:

Patents, trademarks & licenses
-
10 years
Development expenditure
-
10 years
Computer software
-
4 - 10 years 

Page 28

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.18

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.

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:

Leasehold improvements
-
over the lease term
Plant and machinery
-
over 4 years
Motor vehicles
-
4-5 years
Office equipment
-
3-5 years

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.

 
2.19

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.20

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.21

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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.

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 profit or loss.

Page 29

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.22

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.23

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.

 
2.24

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.25

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.26

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.

 
2.27

Onerous leases

Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.

 
2.28

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to
Page 30

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.28
Financial instruments (continued)

settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction,
Page 31

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.28
Financial instruments (continued)

whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 32

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.29

Convertible debt

The proceeds received on issue of the Group's convertible debt are allocated into their liability and equity components and presented separately in the Balance sheet.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Page 33

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for income and expenditure during the period. The following are the areas where judgement has been exercised and/or there is considered to be a source of estimation uncertainty that may be regarded as giving rise to the risk of material adjustment to the carrying amounts of asset and liabilities within the next financial period.
Useful economic lives
Tangible and intangible fixed assets are amortised over their estimated useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are regularly assessed and may vary depending on several factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are considered. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Refer to notes 14 and 15 for details of such assets. Note 2 details the useful economic lives applied.
Stock provision
A provision for damaged stock and stock where net realisable value is expected to be less than cost has been included in the financial statements. This provision requires management's best estimate based on the nature and condition of the stock. Please refer to note 17 for details of stock held at period end and the provision held against such stock.
Share based payments
To the extent that share based payments are made to directors and/or employees of the Company an assessment is required of the fair value of such payments. Such an assessment requires judgement and is underpinned by an estimate of the Company’s (or wider Group’s) value and the rights attributable to the shares issued. 
Amounts owed by Group undertakings
Judgement is required in determining whether there are any indicators of whether the amounts due to the company from group undertakings are materially impaired. In the event that such indicators are identified an estimation of the extent to which an impairment has arisen is then required. Taking account of the group’s trading performance and wider financial position, it has been determined that no indicators of impairment presently exist relating to amounts owed from Minor Figures, Inc. Refer to note 18 for details of the amounts owed by group undertakings.
Investments
Judgement is required in determining whether there are any indicators of whether the carrying value of investments is materially impaired. In the event that such indicators are identified an estimation of the extent to which an impairment has arisen is then required. Such an estimation process takes into account the recoverable amount of investments based on either its realisable value or the value of cashflows that will be generated therefrom. Refer to note 16 for details of the investments held.
Convertible loan
Convertible debt contains both a liability feature and an equity feature. Judgement is required to determine the amount of the liability component as the fair value of a similar liability which does not contain a conversion option.
Page 34

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

4.


Turnover

The whole of the turnover is attributable to the sale of oat milk and coffee related products.

Analysis of turnover by region:
2024
2023
£000
£000
Europe, the Middle East and Africa

14,197

13,433
 
Asia-Pacific

4,866

5,868
 
North America

14,625

12,518
 
33,688

31,819
 


5.


Other operating income

2024
2023
£000
£000

Other operating income
53
101

53
101



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£000
£000

Research & development charged as an expense
200
198

Exchange differences
(10)
248

Other operating lease rentals
180
181

Share-based payment
216
199


7.


Auditors' remuneration

2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
14
13

Page 35

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

8.


Employees

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


Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000


Wages and salaries
5,738
6,420
2,724
3,169

Social security costs
496
563
300
360

Cost of defined contribution scheme
125
170
44
53

6,359
7,153
3,068
3,582


Included within wages and salaries is a share based payment charge totalling £215k (2023: £178k).

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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Directors
3
3
2
2



Finance and operational
74
90
41
54

77
93
43
56


9.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
377
340

Group contributions to defined contribution pension schemes
11
15

388
355


During the year retirement benefits were accruing to 3 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £148k (2023 - £160k).

Page 36

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Interest receivable

2024
2023
£000
£000


Other interest receivable
157
28

157
28


11.


Interest payable and similar expenses

2024
2023
£000
£000


Other interest payable
2
3

Working capital facility
93
136

95
139


12.


Taxation


2024
2023
£000
£000

Corporation tax


Adjustments in respect of previous periods
(99)
-


(99)
-

Foreign tax


Foreign tax on income for the year
17
6

17
6

Total current tax
(82)
6

Deferred tax

Total deferred tax
-
-


Taxation on (loss)/profit on ordinary activities
(82)
6
Page 37

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

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
£000
£000


Loss on ordinary activities before tax
(3,518)
(9,899)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(880)
(1,881)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
43
7

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(99)
-

Unrelieved tax losses carried forward
854
1,880

Total tax charge for the year
(82)
6


Factors that may affect future tax charges

At 30 June 2024 the group had unutilised trading tax losses. The related deferred tax asset of approximately £2,500k (2023: £2,400k) has not been recognised on the basis that there is insufficient certainty of future profits in the subsequent financial year to warrant recognition at this stage.

Page 38

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

13.


Exceptional items

2024
2023
£000
£000


Product/supplier change
-
517

One-off costs & waiting charges
-
108

One-off stock write offs - disposal costs
-
72

Restructure costs
-
280

Provision for discontinued operations
147
-

Product reformulation/discontinuation
197
-

Exceptional administrative expenses
344
977



One-off stock write offs
-
503

Exceptional cost of sales
-
503


344
1,480

The directors consider the expenditure to be of an exceptional and non-recurring nature.

Page 39

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.


Intangible assets

Group





Patents, trademarks & licenses
Development expenditure
Computer software
Total

£000
£000
£000
£000



Cost


At 1 July 2023
142
111
56
309


Additions
22
15
4
41


Disposals
-
(58)
-
(58)



At 30 June 2024

164
68
60
292



Amortisation


At 1 July 2023
31
40
4
75


Charge for the year on owned assets
17
9
13
39


On disposals
-
(35)
-
(35)



At 30 June 2024

48
14
17
79



Net book value



At 30 June 2024
116
54
43
213



At 30 June 2023
111
71
52
234



Page 40

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
           14.Intangible assets (continued)

Company




Patents, trademarks & licenses
Development expenditure
Computer software
Total

£000
£000
£000
£000



Cost


At 1 July 2023
142
111
56
309


Additions
22
15
4
41


Disposals
-
(58)
-
(58)



At 30 June 2024

164
68
60
292



Amortisation


At 1 July 2023
31
39
4
74


Charge for the year
17
10
13
40


On disposals
-
(35)
-
(35)



At 30 June 2024

48
14
17
79



Net book value



At 30 June 2024
116
54
43
213



At 30 June 2023
111
72
52
235

Page 41

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

15.


Tangible fixed assets

Group






Leasehold improvements
Plant and machinery
Motor vehicles
Office equipment
Total

£000
£000
£000
£000
£000



Cost or valuation


At 1 July 2023
221
338
46
250
855


Additions
-
84
-
17
101


Disposals
(7)
(82)
(43)
(3)
(135)


Exchange adjustments
-
-
-
1
1



At 30 June 2024

214
340
3
265
822



Depreciation


At 1 July 2023
124
257
14
126
521


Charge for the year on owned assets
29
55
3
57
144


Disposals
(7)
(68)
(14)
(3)
(92)


Impairment charge
68
-
-
15
83



At 30 June 2024

214
244
3
195
656



Net book value



At 30 June 2024
-
96
-
70
166



At 30 June 2023
97
81
32
124
334

Page 42

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           15.Tangible fixed assets (continued)


Company






Leasehold improvements
Plant and machinery
Motor vehicles
Office equipment
Total

£000
£000
£000
£000
£000

Cost or valuation


At 1 July 2023
146
338
31
97
612


Additions
-
84
-
6
90


Disposals
(7)
(82)
(31)
(3)
(123)



At 30 June 2024

139
340
-
100
579



Depreciation


At 1 July 2023
119
257
5
56
437


Charge for the year on owned assets
27
55
1
19
102


Disposals
(7)
(68)
(6)
(3)
(84)



At 30 June 2024

139
244
-
72
455



Net book value



At 30 June 2024
-
96
-
28
124



At 30 June 2023
27
81
26
41
175






Page 43

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

16.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 July 2023
11,854


Additions
68


Amounts written off
(3,790)



At 30 June 2024
8,132




During the year, the strategic decision was made to cease operations in Minor Figures PTY. Ltd, a 100% owned subsidiary company incorporated in Australia (see note 31 for full details). As a result of this decision, the £3,790k investment in Minor Figures PTY. Ltd was considered to be impaired.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Minor Figures, Inc
1950 W Corporate Way #11042, Anaheim, CA, 92801, United States
Common Shares
100%
Minor Figures PTY. Ltd
100 Spring Street North, Port Melbourne, Victoria, 3207, Australia
ORD
100%

Page 44

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

17.


Stocks

Group

Group
Company

Company
2024
2023
2024
2023
£000
£000
£000
£000

Raw materials and consumables
604
513
145
183

Finished goods and goods for resale
2,791
2,357
1,394
1,230

3,395
2,870
1,539
1,413


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Stocks are stated after provisions for impairments of £183k (2023: £366k).

Page 45

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

18.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000


Trade debtors
4,846
4,127
3,077
2,904

Amounts owed by group undertakings
-
-
3,563
2,405

Other debtors
400
355
360
331

Prepayments and accrued income
308
409
204
195

5,554
4,891
7,204
5,835


During the year, the strategic decision was made to cease operations in Minor Figures PTY. Ltd, a 100% owned subsidiary company incorporated in Australia (see note 31 for full details). As a result of this decision, a £1,785k intercompany loan owed from Minor Figures PTY. Ltd was considered to be irrecoverable and was written-off in full.


19.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Cash at bank and in hand
5,580
9,221
3,762
7,790

5,580
9,221
3,762
7,790


Page 46

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Bank loans
-
27
-
-

Trade creditors
3,868
3,282
2,132
1,991

Corporation tax
7
-
-
-

Other taxation and social security
99
180
86
160

Obligations under finance lease and hire purchase contracts
-
1
-
1

Other creditors
290
243
167
159

Accruals and deferred income
1,152
1,080
580
566

5,416
4,813
2,965
2,877


Convertible loan
3,986
-
3,986
-

9,402
4,813
6,951
2,877



21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Convertible loan
-
3,986
-
3,986

-
3,986
-
3,986


On 30 June 2023, the Group received a convertible loan totalling £5,000k. The loan is expected to mature on 30 June 2025, at which time it is expected to convert into fully paid Senior Shares providing agreement conditions are met. Interest at 8% per annum would only become payable in the event of a breach of the terms as defined by the Note Purchase Agreement.


Page 47

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

22.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Financial assets

Financial assets that are debt instruments measured at amortised cost
5,301
4,548
7,054
5,643


Financial liabilities

Financial liabilities measured at amortised cost
(9,286)
(8,593)
(6,855)
(6,685)


Financial assets within the group measured at amortised cost comprise trade debtors of £4,846k (2023: £4,127k) and other debtors and accrued income of £455k (2023: £421k).
Financial assets within the company measured at amortised cost comprise trade debtors of £3,077k 
(2023: £2,904k), other debtors and accrued income of £414k (2023: £334k) and amounts owed by group undertakings of £3,563k (2023: £2,405k).
Financial liabilities for the group measured at amortised cost comprise trade creditors of £3,868k 
(2023: £3,282k), premium funding of £Nil (2023: £27k), obligations under finance lease and hire purchase obligations of £Nil (2023: £1k), other creditors of £290k (2023: £243k), accruals of £1,142k (2023: £1,053k) and a convertible loan of £3,986k (2023: £3,986k)
Financial liabilities for the company measured at amortised costs comprise trade creditors of £2,132k 
(2023: £1,991k), obligations under finance lease and hire purchase obligations of £Nil (2023: £1k), accruals and other creditors of £737k (2023: £707k) and a convertible loan of £3,986k (2023: £3,986k)


23.


Provisions


Group and Company






Onerous lease provision

£000





At 1 July 2023
7


Charged to profit or loss
(7)



At 30 June 2024
-

All of the Group's provisions are held in the Parent Company.

Page 48

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

24.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



14,258,917 (2023 - 14,258,917) A Ordinary shares of £0.00001 each
142.59
142.59
669,852 (2023 - 669,852) B Investment shares of £0.00001 each
6.70
6.70
4,127,987 (2023 - 4,127,987) A1 Ordinary shares of £0.00001 each
41.28
41.28
2,291,818 (2023 - 2,291,818) B1 Preferred shares of £0.00001 each
22.92
22.92
1,279,307 (2023 - 1,279,307) B2 Preferred shares of £0.00001 each
12.79
12.79

226.28

226.28



25.


Reserves

Share premium account

The share premium account records the amount above the nominal value received for shares sold, less transaction costs.

Other reserves

Other reserves consist of share options granted and convertible loan notes.

Profit and loss account

The profit and loss account includes all current and prior period retained profit and losses made by the company.

Page 49

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26.


Analysis of net debt





At 1 July 2023
Cash flows
Other non-cash changes
At 30 June 2024
£000

£000

£000

£000

Cash at bank and in hand

9,221

(3,641)

-

5,580

Debt due within 1 year

(211)

33

(3,986)

(4,164)

Finance leases

(1)

1

-

-


9,009
(3,607)
(3,986)
1,416

Page 50

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

27.


Share-based payments

Minor Figures Limited has an equity-settled Enterprise Management Incentive Scheme (“EMI”) which is available to UK employees who work for the Company and satisfy the qualifying conditions and the EMI working time requirements. The Company also operates an unapproved option scheme. 
The options vest over a period of up to 5 years from grant date. The Black-Scholes valuation method was used to determine the fair-value of the options vested during the year.
Employees of the subsidiary companies are also eligible to participate in the scheme. The parent company issues options directly to Group employees involved in the scheme. 
A total charge of £216k 
(2023: £199k) has been recognised within the consolidated profit and loss in relation to the share-based payment transactions. The charge in respect of the options granted to employees of the subsidiary companies totalling £68k (2023: £46k) has been recognised within the individual subsidiaries' profit and loss accounts, with a corresponding increase to the cost of investment held by the parent company. 

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

154

881,618

162
 
926,241
 
Granted during the year

164

346,430

213
 
216,346
 
Forfeited during the year

-193

(57,884)

-184
 
(260,969)
 
Outstanding at the end of the year
155

1,170,164

154
 
881,618
 

2024
2023

Option pricing model used


Black-Scholes

Black-Scholes
 
Weighted average share price (pence)


73

73
 
Exercise price (pence)


164

213
 
Weighted average contractual life (days)


1460

1460
 
Expected volatility


79%

75%
 
Expected dividend growth rate


0

0
 
Risk-free interest rate


3.72%

3.38%
 


Page 51

 
MINOR FIGURES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

28.


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 £125k (2023 - £170k). Contributions totalling £26k (2023 - £32k) were payable to the fund at the balance sheet date and are included in creditors.


29.


Commitments under operating leases

At 30 June 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
£000
£000
£000
£000

Not later than 1 year
221,000
129,137
169,000
106,702

Later than 1 year and not later than 5 years
582,000
59,904
566,000
46,506

803,000
189,041
735,000
153,208


30.


Related party transactions

The company has taken advantage of the exemption from the requirement to disclose transactions with wholly owned group companies.
At the year end, included in other creditors is the amount of £152
(2023: £152k) owed by the company to the directors.


31.


Post balance sheet events

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. The group signed a strategic partnership with a local manufacturer to supply Australia and select APAC markets through a licensing deal, that will enable the brand to grow in these markets.


32.


Controlling party

The directors do not consider there to be an overall controlling party of the Group.
This is the largest and smallest Group for which consolidated financial statements are prepared.

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