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2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 04277313










OMEGA INGREDIENTS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
OMEGA INGREDIENTS LIMITED
 
 
COMPANY INFORMATION


Directors
Melanie Pearce 
Steven Pearce 
Gerald Stopps 
Herve Bellon 
Fabien Giausseran 
Olivier Maubert 




Company secretary
Melissa Masters



Registered number
04277313



Registered office
Hydra House
Orion Court

Great Blakenham

Suffolk

IP6 0LW




Independent auditors
Whitings LLP
Chartered Accountants

Greenwood House

Greenwood Court

Skyliner Way

Bury St. Edmunds

Suffolk

IP32 7GY





 
OMEGA INGREDIENTS LIMITED
 

CONTENTS



Page
Strategic report
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Statement of comprehensive income
 
 
9
Balance sheet
 
 
10 - 11
Statement of changes in equity
 
 
12
Notes to the financial statements
 
 
13 - 31


 
OMEGA INGREDIENTS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
During the financial year ended 31 December 2023, Omega Ingredients Limited generated turnover of £7,786,072 (2022 - £11,211,348). While this represents a decrease in revenue compared to the prior period, it is important to note that the previous financial year covered a 16-month period, whereas the current year reflects a 12-month trading period.
Gross profit for the year amounted to £4,002,060 (2022 - £5,600,523), with a gross profit margin of 51.4% (2022 - 49.9%). The company continues to maintain a strong margin despite challenging trading conditions, reflecting the effectiveness of its pricing strategies and cost controls.
Administrative expenses for the year totalled £4,318,983 (2022 - £5,267,860), aligning with the reduced turnover. Other operating income amounted to £5,820 (2022 - £43,792), primarily derived from grants and other ancillary income sources.
The company recorded an operating loss of £311,103 (2022 - profit of £376,455). After accounting for interest receivable and tax adjustments, the final loss for the year was £346,033 (2022 - profit of £267,228). This reflects the impact of reduced revenue and inflationary cost pressures.

Principal risks and uncertainties
 
The company operates in a competitive industry where factors such as fluctuations in raw material costs, supply chain disruptions, and changes in customer demand can impact financial performance. To mitigate these risks, Omega Ingredients Limited maintains strong relationships with key suppliers, actively monitors market trends, and implements proactive cost-control measures.
Foreign exchange volatility remains a consideration, given the company's reliance on international suppliers. The company continues to assess its hedging strategies to manage currency risk effectively.

Financial key performance indicators
 
As of 31 December 2023, Omega Ingredients Limited maintained a strong balance sheet with total net assets of £2,550,855 (2022 - £2,896,888). The company's tangible fixed assets increased to £1,342,605 (2022 - £1,115,267) because of continued investment in production capabilities. Net current assets amounted to £1,628,099 (2022 - £2,204,375), ensuring adequate liquidity for ongoing operations.
The directors are committed to prudent financial management and continue to explore opportunities for operational efficiencies and revenue growth.

Future developments
 
Omega Ingredients Limited has been tasked by Robertet, the group parent, to grow its flavours business in the UK. To achieve this, the company is investing in a new production facility and expanding its application and creative teams to meet increasing customer briefs and target larger accounts.
The directors are confident that the business is well-positioned to navigate the current economic challenges, meet the strategical demand from Robertet and return to profitability soon.

Directors' statement
The directors acknowledge their responsibility for ensuring the company maintains sound financial and operational controls. The company remains dedicated to its strategic objectives and is confident in its ability to achieve sustainable growth in the coming years.

Page 1

 
OMEGA INGREDIENTS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


This report was approved by the board on 4 April 2025 and signed on its behalf.



................................................
Steven Pearce
Director

Page 2

 
OMEGA INGREDIENTS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


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

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the company during the period was the supply of aroma flavouring products.

Results and dividends

The loss for the year, after taxation, amounted to £346,033 (2022 - profit £267,228).

No dividends were paid during the year (2022 - £1,114,250).

Directors

The directors who served during the year were:

Melanie Pearce 
Steven Pearce 
Gerald Stopps 
Herve Bellon 
Fabien Giausseran 
Olivier Maubert 

Page 3

 
OMEGA INGREDIENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Matters covered in the Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has been done so in respect of the fair review of the business and future outlook and financial risk management and objectives and policies.

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'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's auditors are aware of that information.

Auditors

The auditors, Whitings LLP, are deemed to be reappointed in accordance under section 487(2) of the Companies Act 2006.

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





................................................
Steven Pearce
Director

Date: 4 April 2025

Page 4

 
OMEGA INGREDIENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OMEGA INGREDIENTS LIMITED
 

Opinion


We have audited the financial statements of Omega Ingredients Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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 Company's affairs as at 31 December 2023 and of its 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 Company 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 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 5

 
OMEGA INGREDIENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OMEGA INGREDIENTS 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
OMEGA INGREDIENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OMEGA INGREDIENTS 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 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:

•     Enquiry of management about any known or suspected instances of non-compliance with laws and
       regulations and fraud;
•     Enquiry of management around actual and potential litigation and claims;
•     Reviewing compliance with laws and regulations;
•     Reviewing financial statement disclosures and testing to supporting documentation to assess compliance  
      with applicable laws and regulations;
•     Challenging assumptions and judgements made by management in their significant accounting estimates;
      and
•     Performing audit work over the risk of management override of controls, including testing of journal entries
      and other adjustments for appropriateness, and evaluating the business rationale of significant transactions
      outside the course of normal business.
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.


Page 7

 
OMEGA INGREDIENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OMEGA INGREDIENTS LIMITED (CONTINUED)


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.





Jaimie King ACA (Senior statutory auditor)
  
for and on behalf of
Whitings LLP
 
Chartered Accountants
  
Greenwood House
Greenwood Court
Skyliner Way
Bury St. Edmunds
Suffolk
IP32 7GY

10 April 2025
Page 8

 
OMEGA INGREDIENTS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

Year ended
31 December
16 months ended
31 December
2023
2022
Note
£
£

  

Turnover
 4 
7,786,072
11,211,348

Cost of sales
  
(3,784,012)
(5,610,825)

Gross profit
  
4,002,060
5,600,523

Administrative expenses
  
(4,318,983)
(5,267,860)

Other operating income
 5 
5,820
43,792

Operating (loss)/profit
 6 
(311,103)
376,455

Interest receivable and similar income
 10 
60
-

Interest payable and similar expenses
 11 
-
(90)

(Loss)/profit before tax
  
(311,043)
376,365

Tax on (loss)/profit
 12 
(34,990)
(109,137)

(Loss)/profit for the financial year
  
(346,033)
267,228

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 13 to 31 form part of these financial statements.

Page 9

 
OMEGA INGREDIENTS LIMITED
REGISTERED NUMBER: 04277313

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
1,342,605
1,115,267

Investments
 15 
40
40

  
1,342,645
1,115,307

Current assets
  

Stocks
 16 
2,043,896
2,346,232

Debtors: amounts falling due within one year
 17 
1,341,032
1,892,723

Cash at bank and in hand
 18 
279,827
174,987

  
3,664,755
4,413,942

Creditors: amounts falling due within one year
 19 
(2,036,656)
(2,209,567)

Net current assets
  
 
 
1,628,099
 
 
2,204,375

Total assets less current liabilities
  
2,970,744
3,319,682

Creditors: amounts falling due after more than one year
 20 
(284,130)
(316,365)

Provisions for liabilities
  

Deferred tax
 23 
(135,759)
(106,429)

  
 
 
(135,759)
 
 
(106,429)

Net assets
  
2,550,855
2,896,888


Capital and reserves
  

Called up share capital 
 24 
5,004
5,004

Merger reserve
 25 
96
96

Profit and loss account
 25 
2,545,755
2,891,788

  
2,550,855
2,896,888


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 April 2025.


................................................
Steven Pearce
Director

The notes on pages 13 to 31 form part of these financial statements.
Page 10

 
OMEGA INGREDIENTS LIMITED
REGISTERED NUMBER: 04277313
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023


Page 11

 
OMEGA INGREDIENTS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 September 2021
5,004
96
3,738,810
3,743,910



Profit for the period
-
-
267,228
267,228

Dividends: Equity capital
-
-
(1,114,250)
(1,114,250)



At 1 January 2023
5,004
96
2,891,788
2,896,888



Loss for the year
-
-
(346,033)
(346,033)


At 31 December 2023
5,004
96
2,545,755
2,550,855


The notes on pages 13 to 31 form part of these financial statements.

Page 12

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Omega Ingredients Limited is a private company limited by shares and incorporated in England and Wales, registration number 04277313. The registered office is Hydra House, Orion Court, Great Blakenham, Suffolk, IP6 0LW.
The principal activity of the company continued to be that of the supply of aroma flavouring products.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in GBP (£) and all values are rounded to the nearest £, except where stated.

The following principal accounting policies have been applied:

  
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Interest income/expense and net gains/losses for financial instruments, and transferred financial assets not derecognised, loan defaults of breaches, and descriptions of hedging relationships;
- Section 33 'Related Party Disclosures' - Compensation for key management personnel.
This information is included in the Robertet S.A. financial statements, which can be obtained from 37 Avenue Sidi-Brahim, Bp 52100, GRASSE 06130, France, and are filed alongside these accounts at Companies House. 

  
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 13

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The Directors have considered the Company's position at the time of signing the financial statements, including the review of forecasts for at least the next 12 months from approval and group support from the ultimate parent undertaking. The Directors have concluded that they have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the forseeable future, and they therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

  
2.5

Reporting period

These financial statements cover the period from 1 January 2023 to 31 December 2023. The previous accounting period was a 16 month period from 1 September 2021 to 31 December 2022. As a result of this extended period, the comparative amounts presented in the financial statements are not entirely comparable. 

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company 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 Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.7

Operating leases: the Company as lessee

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

 
2.8

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 Statement of comprehensive income in the same period as the related expenditure.

Page 14

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Interest income

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

 
2.10

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.

 
2.11

Borrowing costs

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

 
2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 15

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

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.

 
2.15

Development costs

Research and development costs on internal projects are recognised as expenditure when incurred, where it is not possible to demonstrate the project will generate future economic benefits, and where it is not possible to distinguish between the research phase and the development phase of an internal project.

 
2.16

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.


Freehold property
-
Over 8-20 years
Long-term leasehold property
-
Over 8-20 years
Plant and machinery
-
Over 5-10 years
Fixtures and fittings
-
Over 5-20 years
Office equipment
-
Over 5-10 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.

Page 16

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 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.

 
2.19

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.

 
2.20

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.

 
2.21

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.

 
2.22

Financial instruments

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

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

 
2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

  
2.24

Invoice discounting

The Company has an invoice discounting agreement. The amount owed by customers to the Company are included within trade debtors and the relevant amounts owed from/to the invoice discounting company are included within debtors/creditors.

Page 17

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and judgments are continually evaluated and are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The judgments, estimates and assumptions which have significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are addressed below:
Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Stock valuation
Stock is valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends. 
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the company.

Analysis of turnover by country of destination:

Year ended
31 December
16 months ended
31 December
2023
2022
£
£

United Kingdom
4,789,670
3,923,892

Rest of the world
2,996,402
7,287,456

7,786,072
11,211,348


Page 18

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Other operating income

Year ended
31 December
16 months ended
31 December
2023
2022
£
£

Government grants receivable - Fixed assets
2,600
1,708

Government grants receivable - NEBOSH
1,795
-

Government grants receivable - The Department of International Trade
-
9,000

RDEC receivable
1,425
33,084

5,820
43,792



6.


Operating (loss)/profit

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

Year ended
31 December
16 months ended
31 December
2023
2022
£
£

Research & development charged as an expense
288,053
265,448

Exchange differences
21,310
(178,969)

Other operating lease rentals
111,016
121,492


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


Year ended
31 December
16 months ended
31 December
2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
22,000
16,000
Page 19

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

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


Year ended
31 December
16 months ended
31 December
2023
2022
£
£

Wages and salaries
2,026,829
2,540,954

Social security costs
220,117
288,640

Cost of defined contribution scheme
228,493
109,391

2,475,439
2,938,985


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


      Year ended
     31 December
   16 months ended
      31 December
        2023
        2022
            No.
            No.







General administration
37
31



Production
4
6



Directors
3
4

44
41

Page 20

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

Year ended
31 December
16 months ended
31 December
2023
2022
£
£

Directors' emoluments
490,079
824,370

Company contributions to defined contribution pension schemes
75,447
57,552

565,526
881,922


During the year retirement benefits were accruing to 3 directors (2022 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £196,928 (2022 - £252,035).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,708 (2022 - £9,961).


10.


Interest receivable

Year ended
31 December
16 months ended
31 December
2023
2022
£
£


Other interest receivable
60
-

60
-


11.


Interest payable and similar expenses

Year ended
31 December
16 months ended
31 December
2023
2022
£
£


Other interest payable
-
90

-
90

Page 21

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


Year ended
31 December
16 months ended
31 December
2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
65,737

Adjustments in respect of previous periods
5,660
32,371


5,660
98,108


Total current tax
5,660
98,108

Deferred tax


Origination and reversal of timing differences
33,010
13,569

Adjustments in respect of previous periods
(3,680)
(2,540)

Total deferred tax
29,330
11,029


Tax on (loss)/profit
34,990
109,137
Page 22

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

Year ended
31 December
16 months ended
31 December
2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(311,043)
376,365


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(73,159)
71,509

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6,571
8,319

Capital allowances for year/period in excess of depreciation
14,127
(4,050)

Adjustments to tax charge in respect of prior periods
1,980
29,831

Other timing differences leading to an increase (decrease) in taxation
14
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(335)
271

Unrelieved tax losses carried forward
67,195
-

Remeasurement of deferred tax for changes in tax rates
(2,023)
3,257

Group relief
20,620
-

Total tax charge for the year/period
34,990
109,137


13.


Dividends

2023
2022
£
£


Dividends paid on equity capital
-
1,114,250

-
1,114,250

Page 23
 


 
OMEGA INGREDIENTS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


14.


Tangible fixed assets






Freehold property
Long-term leasehold property
Plant and machinery
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
868,222
47,472
258,103
71,681
160,434
1,405,912


Additions
234,082
4,285
8,826
21,231
101,514
369,938


Disposals
(36,697)
-
(6,290)
(294)
(1,459)
(44,740)



At 31 December 2023

1,065,607
51,757
260,639
92,618
260,489
1,731,110



Depreciation


At 1 January 2023
88,759
7,811
108,476
29,323
56,276
290,645


Charge for the year on owned assets
32,460
2,775
25,778
9,430
34,988
105,431


Disposals
-
-
(6,290)
(23)
(1,258)
(7,571)



At 31 December 2023

121,219
10,586
127,964
38,730
90,006
388,505



Net book value



At 31 December 2023
944,388
41,171
132,675
53,888
170,483
1,342,605



At 31 December 2022
779,463
39,661
149,627
42,358
104,158
1,115,267

Page 24
 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           14.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above in plant and machinery, is £51,000 (2022 - £59,005).
The freehold properties are secured against the bank loans.


15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
40



At 31 December 2023
40





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Omega Ingredients Corp
Ordinary
100%
Maverick Innovations Limited
Ordinary
100%
Omega Organics Limited
Ordinary
  100%
Omega Organix Limited
Ordinary
100%

Page 25

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Stocks

2023
2022
£
£

Raw materials and consumables
88,800
77,801

Finished goods and goods for resale
1,955,096
2,268,431

2,043,896
2,346,232


An impairment provision of £138,039 (2022 - £73,671) has been recognised in respect of slow-moving and obsolete stock.


17.


Debtors

2023
2022
£
£


Trade debtors
1,182,582
1,739,497

Amounts owed by group undertakings
7,488
-

Other debtors
3,862
35,054

Prepayments and accrued income
87,499
81,683

Tax recoverable
59,601
36,489

1,341,032
1,892,723



18.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
279,827
174,987

279,827
174,987


Page 26

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
20,564
19,519

Trade creditors
667,956
915,582

Amounts owed to group undertakings
870,376
916,067

Corporation tax
-
65,737

Other taxation and social security
230,961
118,972

Obligations under finance lease and hire purchase contracts
50,963
59,681

Other creditors
26,558
19,636

Accruals and deferred income
169,278
94,373

2,036,656
2,209,567


Obligations under finance lease and hire purchase contracts are secured on assets to which they relate. 
The bank loans are secured by fixed charges and negative pledges over the property in which they relate along with a cross guarantee from Maverick Active Holdings Limited. The bank loans accrue interest at 5.5%. 
The amounts owed to group undertakings are unsecured, interest-free and repayable on demand.


20.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
268,313
290,178

Net obligations under finance leases and hire purchase contracts
-
7,742

Accruals and deferred income
15,817
18,445

284,130
316,365


Obligations under finance lease and hire purchase contracts are secured on assets to which they relate.

Page 27

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
20,564
19,519


20,564
19,519

Amounts falling due 1-2 years

Bank loans
21,766
20,645


21,766
20,645

Amounts falling due 2-5 years

Bank loans
73,227
69,360


73,227
69,360

Amounts falling due after more than 5 years

Bank loans
173,320
200,173

173,320
200,173

288,877
309,697


Bank loans are secured on the properties to which they relate.


22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
53,721
62,931

Between 1-5 years
-
7,882

53,721
70,813

Page 28

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Deferred taxation




2023


£






At beginning of year
(106,429)


Charged to profit or loss
(29,330)



At end of year
(135,759)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(137,385)
(107,547)

Short term timing differences
1,626
1,118

(135,759)
(106,429)

Page 29

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



5,003,540 Ordinary shares of 0.100000p each
5,004
5,004



25.


Reserves

Merger Reserve

The merger reserve was formed when Omega Ingredients Limited acquired the entire share capital of Maverick Innovations Limited in a share for share exchange.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


26.


Contingent liabilities

The company gave a guarantee of £780,000 to National Westminster Bank Plc on behalf of Maverick Active Holdings Ltd, parent company and this is secured by a charge over the freehold property and associated assets.


27.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £228,493 (2022: £109,391). Contributions totalling £21,886 (2022: £17,176) were payable to the fund at the balance sheet date and are included in other creditors. 

Page 30

 
OMEGA INGREDIENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022 (as restated)
£
£


Not later than 1 year
106,256
107,676

Later than 1 year and not later than 5 years
247,740
285,908

Later than 5 years
611,620
662,447

965,616
1,056,031

The figures disclosed above for the period ended 31 December 2022 have been restated to recognise the lease commitments for the properties. The total future minimum lease payments due as disclosed in the accounts for the period ended 31 December 2022 were £186,946. 


29.


Related party transactions

The Company has taken advantage of the exemption available under FRS102 not to disclose the transactions between wholly owned members of a group. 


30.


Controlling party

The immediate parent company is Maverick Active Holdings Limited, a company incorporated in England and Wales. 
Robertet Groupe is the smallest and largest group for which consolidated financial statements are prepared, which include the company. The ultimate parent company and controlling party is Robertet S.A. Financial statements for this company are available on request from 37 Avenue Sidi-Brahim, Grasse, France, 06130 and are filed alongside these accounts at Companies House.
The ultimate parent company is incorporated outside of the United Kingdom.

 
Page 31