The directors present the strategic report in respect of Entier Limited ("the company") and its subsidiaries (collectively known as "the group"), for the year ended 30 September 2024.
The principal activity of the company and group is the provision of catering, hospitality and technical support services at oil and gas installations, mobile marine vessels, client premises, retail outlets and venues encompassing three divisions: Remote Sites Global ("RSG"), FRESH and Wilde Thyme.
The business operates globally, with permanent presence in the UK, USA, Australia, New Zealand, Trinidad, Canada, Norway and Saudi Arabia.
The group maintains a Risk Register to focus and manage principal risks to the business. Risks are disclosed by description, likelihood, impact, importance and mitigating actions identified.
Particular focus has identified some key risks in the areas of:
Technology – all companies are susceptible to cyber-attacks, however the group is working diligently and has processes in place which are constantly reviewed;
Currency – exchange fluctuation (action includes ensuring earnings are in the same currency as liabilities, moving funds into sterling in a timely manner thus reducing exposures in foreign currencies);
Political landscape – government policy changes, international outlook, changes in regulations and the effect of Brexit (action includes insurance, political assessment for international contracts and briefings from professional advisors); and
Competition – targeting existing clients and poaching of staff (action includes ensuring offerings are competitive alongside providing a good working environment for staff including incentivisation, promotion and working in accordance with our values).
The Board reviews the Register, develops strategy, implements action and continues to measure risk on an ongoing basis.
Key performance indicators ("KPIs")
The directors and senior management monitor the following financial KPIs to assess the group’s performance: turnover, gross profit, operating profit, earnings before interest, tax, depreciation and amortisation ("EBITDA") and net assets. Employee engagement, health and safety, environment and quality are non-financial KPIs used by the directors and senior management to assess performance.
Fair review of the business
The 12 months to 30th September 2024 was another successful year for the group with revenue and EBITDA growth and new business secured with clients both onshore and offshore.
Group turnover increased by 7.6% from £76.8m to £82.6m and group EBITDA increased from £3.1m to £3.8m. Gross profit increased from £7.1m to £9.1m, with the gross margin percentage increasing slightly from 9.2% to 11%. Operating profit for the financial year increased from £2.8m to £3.5m.
The balance sheet remained strong with group net assets increasing from £3.5m to £4.7m. Liquidity remained strong throughout the year with net current assets increasing from £2.7m to £4.0m and cash balances increasing from £1.2m to £2.7m, and long term debt fully paid off during the year.
The Entier Values remain core to the way the company conducts its business.
Service: Delivering a bespoke service – tailored to clients’ individual needs;
Quality: Creating an exceptional food and delivery standard – enhancing the wellbeing of our customers and delivering memorable food experiences;
Communities: Investing in the communities in which we operate – sourcing local, sustainable, quality produce; and
Family: The Entier Family – placing people at the heart of our ambition.
The business experienced growth despite challenging market conditions created by UK political policy and uncertainty. A significant contract with a client in the North Sea oil and gas production sector was not renewed following a retender process in the year, but this was more than compensated for by growth in the marine and renewables sectors.
Entier remains committed to supporting local communities and businesses by sourcing local produce. The company continued to support its nominated principal charity, Friends of Anchor, and also supported several other charities including Macmillan Cancer Support with fundraising held thoughout the business.
The group continues to maintain a culture of working to improve the lives of those in our communities less fortunate than ourselves. This support takes many forms from individual employee or group hands on fundraising to direct support from those within the company.
Entier’s behavioural safety culture model “Safety, it’s in your hands” provides a structured approach to incident reduction and drives continuous improvement. Business and operational objectives are set out annually to ensure that all employees have clear expectations of behaviour, personal responsibility, and accountability for working safely, and maintaining the highest standards of food safety across all our operations.
The Board, Leadership Team and Operational Teams continue to demonstrate their commitment to the employee engagement process. By providing safety commitment statements to support unit teams, the group aims to drive continuous safety improvement opportunities.
External audits for integrated systems covering the ISO9001, ISO14001, ISO45001, ISO22000 and ISO27001 systems were completed with zero non-conformances and 140 positive observations. ISO27001:2013 was updated to the latest version ISO270001:2022 during the year.
The group continues to develop its Environmental, Social and Governance strategy (ESG) and has established appropriate goals as part of its commitment to strong governance and social and environmental responsibility.
A steady average headcount has been maintained with an average monthly turnover of 1.3% reflecting stability across the group.
We have continued to raise awareness of our employee benefits program, with a particular focus on wellbeing initiatives. The YuLife app, which promotes healthy habits, has continued to see positive engagement across our workforce, maintaining consistent usage from our employees as we entered our second year of implementation.
We remain committed to the growth and development of our teams. Employees have participated in the remote People Management scholarships and The Art of Leadership programme, held onsite at EHL Hospitality Business School in Lausanne through HiT Scotland, supporting with developing leadership and management capabilities. Additionally, two employees have started Graduate Apprenticeships at Robert Gordon University, beginning a four-year program to achieve a BA (Hons) in Business Management degree.
This year, we also launched the Future Board team, a developmental group designed to nurture potential future leaders. The Future Board enables the team to align company values across departments and identify and implement initiatives that drive efficiency and growth. This initiative has already delivered several impactful projects, while allowing teamwork and collaboration across departments and business areas.
RSG’s pipeline of contracts provides a solid platform for growth. Significant opportunities exist both domestically and internationally, particularly in the marine and renewables sectors with several live opportunities being pursued.
The FRESH business has seen growth in the year and intends to continue this expansion with its flexible offering supported by Entier’s unique production kitchen facilities.
The Wilde Thyme business returned to growth, with several new clients and venues secured. The pipeline of events remains strong with over £364k of confirmed events for 2024/25.
The directors have complied with their duties under Section 172(1) to promote the success of the business for the benefit of its members as a whole by:
Assessing the long term consequences of decisions by rigorous consideration and discussion at Board meetings;
Putting people at the heart of decision making and giving full consideration to the interests of our employees, the Entier Family, and by developing and maintaining high levels of employee engagement by means of open communication at all levels, Blink - the employee communication and engagement app, and actively encouraging employee feedback;
Recognising the importance to the success of the business of fostering strong relationships with suppliers, customers and others based on trust and mutual respect;
Considering the impact of the group’s operations on the community and environment in line with Entier’s values;
Enhancing and protecting the company’s reputation for high standards of conduct and ethics through commitment to strong corporate governance practices;
Ensuring that all members of the business are treated fairly and respectfully.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2024.
The company has branches, as defined in section 1046(3) of the Companies Act 2006, outside the UK in Trinidad & Tobago and Norway.
The results for the year are set out on page 12.
Ordinary dividends were paid amounting to £605,354 (2023: £1,212,641). The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company's and group's activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk (including foreign exchange risk, cash flow and interest rate risk).
Risk management is carried out by the group. Overall risk management programmes focus on minimising potential adverse affects on the group's financial performance. Derivatives are not used to manage financial risk.
Prudent liquidity management is maintaining sufficient cash and the availability of funding through an adequate amount of credit facilities. The group maintains flexibility in funding by retaining adequate cash balances generated from its operations.
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises from cash and cash equivalents with banks and credit exposure to customers.
The maximum exposure to credit risk is represented by the carrying amount of the financial assets on the balance sheet. Credit risk is managed via thorough credit evaluations of potential customers as and when required, carrying trade credit insurance wherever possible, and maintaining strong ongoing relationships with existing customers. The credit risk on liquid funds is limited because the counterparties are banks with credit-ratings assigned by credit-rating agencies.
i) Foreign exchange risk
The group has exposure to foreign currency risk but most transactions during the period occurred in functional currency. Foreign exchange risk arises from the monetary valuation of assets/liabilities that are not denominated in the functional currency and thus require balance sheet translation. Significant fluctuations in currency values result in a high risk of assets/liabilities being over/understated depending on direction of movement and materiality of the balance. Where possible, management seek to match monetary assets and liabilities in the same currency and adopt natural hedging as far as possible. Derivatives have not been used to manage foreign exchange risk.
ii) Cash flow and interest rate risk
The group primarily has interest-bearing liabilities and has a policy of maintaining debt at a fixed rate to ensure certainty of future interest cash flows.
Details of employee involvement can be found in the strategic report on pages 1 to 3 and form part of this report through cross-reference.
The Group's Energy and Carbon reporting is as follows:
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1,000 of turnover, the recommended ratio for the sector.
Entier is committed to minimising its impact on the environment and uses a voltage optimisation unit at the Olive House and low energy LED lighting to reduce electricity consumption; and utilised route planning software to minimise vehicle miles travelled. Future developments include the replacement of vehicles with hybrid or electric models wherever possible.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Entier Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company, and the sector in which they operate, focussing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
UK GAAP;
Companies Act 2006;
Corporation & International Tax legislation;
VAT legislation;
Employment legislation; and
Health and Safety standards, including food safety.
We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
Management override of controls
Revenue recognition
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulations or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level and of reasoning behind the group and parent company’s procurement of legal and professional services;
Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Performing audit work procedures confirming the occurrence of revenue recognised within the financial statements through a combination of test of controls and substantive testing, to determine whether revenue generation had occurred, and conducting appropriate cut-off testing at year end to ensure sales are recorded in the correct financial year;
Completion of appropriate checklists and use of our experience to assess the group's and parent company's compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,136,113 (2023 - £1,756,116 profit).
Entier Limited (“the company”) is a private company limited by shares domiciled and incorporated in Scotland. The registered office and principal place of business is The Olive House, Endeavour Drive, Arnhall Business Park, Westhill, AB32 6UF.
The group consists of Entier Limited and all of its investments (see note 15).
The principal activity of the company and group is the provision of catering, hospitality and technical support services at oil and gas installations, mobile marine vessels, client premises, retail outlets and venues encompassing three divisions: Remote Sites Global ("RSG"), FRESH and Wilde Thyme.
The business operates globally, with permanent presence in the UK, USA, Australia, New Zealand, Canada, Trinidad & Tobago, Norway and Saudi Arabia.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. The company has taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 3 'Financial Statement Presentation' and Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ paragraphs 11.40 to 11.48A; and
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel and disclosure of transactions with other fully owned group companies.
The consolidated financial statements incorporate those of Entier Limited and all of its subsidiaries, entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits. Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Foreign entities are translated annually for the consolidation with the balance sheet being translated at the year end exchange rate and the profit and loss account translated at the average exchange rate. Movements due to movements in foreign currency are taken to the statement of comprehensive income.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the cost method.
At the time of approving the financial statements the directors, as disclosed within the future developments section of the strategic report, have a reasonable expectation that the group and parent company has adequate resources to continue to trade for at least twelve months from the date of signing the financial statements. In reaching this conclusion, the directors have prepared detailed budgets, based upon confirmed levels of work. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The parent company and group recognises revenue at the time of delivery, which represents the point at which the significant risks and rewards of ownership are transferred to the customer, and when collection of the resulting consideration for these goods is reasonably assured. Revenue from services is recognised as the services are rendered including income based on day/hour rates on other service contracts.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
Entities in which the group has a long-term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 the profit and loss account.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors and loan notes, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised at transaction price.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to expenditure on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the profit and loss account.
Assets and liabilities of overseas subsidiaries are translated at the rate of exchange ruling at the balance sheet date. Income and expenses have been translated at the average rate of exchange as an approximation of the rate of exchange at the date of each transaction. All resulting exchange differences are recognised in other comprehensive income.
Statement of cash flows
The Group Statement of cash flows has been prepared using the indirect method of preparation.
Both interest paid and dividends paid are considered to be financing activities and therefore, have been presented in cash flows from financing activities.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. The following judgements and estimates have the most significant effect on amounts recognised in the financial statements.
The accounting treatment in relation to Entier Saudi Arabia LLC is a judgement made by management. Entier own 51% of this entity, however have elected to account for this as a joint venture, due to the shared control they have over this entity with the joint venture partner.
The directors have considered the carrying value of the investment in Entier Saudi Arabia LLC and considered factors such as the market value of the assets held by the company and the long-term strategic plan for the company to assess if any impairment charge is required. Following this review, the directors have elected to impair the carrying value of the Entier Saudi Arabia LLC investment, recognising an impairment of £333,544.
The carrying value and recoverability of amounts owed by group undertakings (as disclosed in note 17) is a judgement made by management. In making this judgement, management have considered future trading opportunities as well as the current financial results of the counterparties.
An analysis of the group's turnover is as follows:
In the opinion of the directors it would be prejudicial to disclose segmental information by geographical markets.
The exceptional cost in the prior period relates to the payment of underpaid historic wage costs to a third party dating back from 2018 to 2023.
The average monthly number of persons (including directors) employed during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 4).
Key management only includes directors of the group.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Historic goodwill relates to the group's previous acquisitions of Olive Garden Catering Company Limited and Wilde Thyme Limited. Although both companies have been dissolved, the group still benefits from contracts and the brands acquired within these companies. Development costs represent expenditure around the group's FRESH initiative. The directors have reviewed the carrying value of the group's intangible fixed assets and deem there to be no impairment indicators.
During the year, the directors considered the carrying value of the investment in Entier Saudi Arabia LLC and elected to impair the investment in full. Further details of the considerations and judgements made can be found at note 2.
Details of the company's investments at 30 September 2024 are as follows:
The company owns 51% of Entier Saudi Arabia LLC. Due to control of the entity being shared equally with the joint venture partner, this investment is reflected as a joint venture.
Amounts owed by group undertakings are interest free and repayable on demand.
Included within trade receivables are £3,145,747 (2023: £4,783,291) of discounted sales invoices.
Amounts owed to group undertakings are interest free and repayable on demand.
The bank has security by way of a Cross Corporate Guarantee to all group companies and a Bond and Floating charge over the whole assets of the company.
Other creditors include factoring facilities of £2,430,125 (2023: £3,584,882) which are secured over future receipts from the group's customers.
The unsecured long-term loan notes were provided by BGF, with the final loan note payment was made in January 2024 in line with payment terms.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
All permanent employees are eligible to join the defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
There are amounts accrued in relation to pensions at the year end of £179,177 (2023: £210,910) and these were paid in the following month.
A Ordinary shares are entitled to a dividend in priority to the holders of the Ordinary shares.
A1 and A2 Ordinary Shares have enhanced voting rights which are triggered through an enhanced voting event, as defined the company's articles of association.
A1 Ordinary Shares have a contractual entitlement to an annual return which is set at a minimum of £450,503, and is accounted for through interest payable. Although the A1 shares have characteristics of a compound instrument, no reclassification has been made between equity and debt on the basis that any such adjustment would have no material impact on the financial statements.
B Ordinary Shares have no voting rights, no rights in relation to dividends, no special right in relation to capital and the shares are not redeemable.
During the year the company purchased, and subsequently cancelled 15,000 ordinary shares. During the prior year, the company purchased, and subsequently cancelled 1,530 ordinary shares.
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
Share premium
Share premium represents the amount by which the amount received for a stock issue exceeds its face value.
Capital redemption reserve
The capital redemption reserve is created on redemption of the company's own shares.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: