Company Registration No. 12016450 (England and Wales)
MANNA PRO UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
MANNA PRO UK LIMITED
COMPANY INFORMATION
Directors
B Purcell
G Pearson
Company number
12016450
Registered office
Unit 1a The Old Dairy
Elton
Peterborough
Cambridgeshire
PE8 6SQ
Auditor
TC Audit Limited
Suite 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 9BL
MANNA PRO UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 23
MANNA PRO UK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 1 -
The directors present the strategic report for the Period ended 28 December 2024.
Fair review of the business
In fiscal period 2024, the Company realized a decrease in gross sales of 1.9% compared to 2023 driven by a major customer delaying orders to satisfy regulatory requirements in one of their foreign markets. The Company also made an intentional effort to exit lower-margin business to focus on growing with customers, providing stronger gross margin upside. Year over year, profits were higher due to a number of factors, namely passing on some of the import costs to customers through targeted price increases, lower operating costs driven by efficiency gains, and implementing cost reduction strategies in order to decrease fixed costs in the business. Cost of goods sold was lower in 2024 due to release of previous stockholding which had been purchased at lower costs coupled with lower freight costs from China than in prior years combined with significantly decreased purchases from China.
Principal risks and uncertainties
Operational risk
The principal risks and uncertainties at this time involve supply chain disruptions. There is continued risk with the Ukraine and Red Sea crisis and whether this will impact supply chains across Europe. Increased inflation, cost of living and road freight costs are also expected to continue into fiscal year 2024.
We also face a number of regulatory barriers and risk when shipping goods from the us which are needed to secure our continued growth and strategic plans. The key risks include shipping animal origin products outside of the US, full traceability of all ingredients and using third party manufacturing that has not be accredited for sales outside of the US.
Credit risk
The Company offers customers credit terms that is managed and closely monitored by the finance team.
Currency risk
Sterling verses USD through 2024 averaged 1.279724, during 2023 this averaged 1.243390.
|
Liquidity Risk The company, in collaboration with its wider group, continually seeks to ensure that is has sufficient liquidity available to meet foreseeable needs. |
Development and performance
Our strategy is to continue to grow the business through the following key initiatives over the next few years:
Increase expansion with Amazon EU countries
Increase product portfolio with our China distributor
Expand into new channels through grocery opportunities and hygiene products
Expand the product ranges with regulatory alignment across our Oxbow, Fruitables, and Zupreem product brands.
Key performance indicators
Turnover Growth was -1.9% due a major customer delaying some of their orders as they had to satisfy some regulatory requirements in one of their foreign markets.
Gross Profit as a % of Turnover is 36.44% which is an improvement from 34.6% in prior year due to the biggest customers placing more orders and internal efficiency drive to reduce costs.
Other information and explanations
Promoting the success of the company
International growth and expansion continues to be a key priority of business and we will continue to ensure that the appropriate levels of investment are made to achieve this growth.
MANNA PRO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 2 -
B Purcell
Director
9 May 2025
MANNA PRO UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the Period ended 28 December 2024.
Principal activities
The principal activity of the company continued to be that of the sale of manufactured pet products.
Results and dividends
The results for the Period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the Period and up to the date of signature of the financial statements were as follows:
B Purcell
G Pearson
Auditor
In accordance with the company's articles, a resolution proposing that TC Audit Limited be reappointed as auditor of the company will be put at a General Meeting.
TC Audit Limited has signified its willingness to continue in office as auditor.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
B Purcell
Director
9 May 2025
MANNA PRO UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 4 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Generally Accepted Accounting Practice and applicable law), including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102). 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MANNA PRO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MANNA PRO UK LIMITED
- 5 -
Opinion
We have audited the financial statements of Manna Pro UK Limited (the 'company') for the Period ended 28 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 28 December 2024 and of its profit for the Period 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.
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 Auditor's 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 UK, including the FRC’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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 Period 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.
MANNA PRO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MANNA PRO UK LIMITED (CONTINUED)
- 6 -
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, 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.
Auditor's 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 auditor's 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Irregularities including fraud
Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue & profit, the carrying value of stock and the carrying value of intangible fixed assets.
Audit procedures performed included: review of the financial statements disclosures to underlying supporting documentation, enquiries of management, reasonableness checks, and testing of journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
MANNA PRO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MANNA PRO UK LIMITED (CONTINUED)
- 7 -
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member 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 company and the company's member, for our audit work, for this report, or for the opinions we have formed.
James Price FCA (Senior Statutory Auditor)
For and on behalf of TC Audit Limited
Suite 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 9BL
16 May 2025
MANNA PRO UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 8 -
Period
Year
ended
ended
28 December
31 December
2024
2023
Notes
£
£
Turnover
3
15,755,337
16,058,958
Cost of sales
(10,014,394)
(10,509,233)
Gross profit
5,740,943
5,549,725
Distribution costs
(461,399)
(193,221)
Administrative expenses
(3,266,672)
(3,468,479)
Profit before taxation
2,012,872
1,888,025
Tax on profit
7
(625,819)
(575,047)
Profit for the financial Period
1,387,053
1,312,978
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MANNA PRO UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 9 -
Period
Year
ended
ended
28 December
31 December
2024
2023
£
£
Profit for the Period
1,387,053
1,312,978
Other comprehensive income
-
-
Total comprehensive income for the Period
1,387,053
1,312,978
MANNA PRO UK LIMITED
BALANCE SHEET
AS AT
28 DECEMBER 2024
28 December 2024
- 10 -
28 December 2024
31 December 2023
Notes
£
£
£
£
Fixed assets
Goodwill
8
2,204,378
2,703,481
Other intangible assets
8
397,500
487,500
Total intangible assets
2,601,878
3,190,981
Tangible assets
9
10,423
20,215
2,612,301
3,211,196
Current assets
Stocks
10
1,963,323
2,108,140
Debtors
11
19,331,509
14,530,105
Cash at bank and in hand
899,985
911,383
22,194,817
17,549,628
Creditors: amounts falling due within one year
12
(9,629,945)
(6,948,204)
Net current assets
12,564,872
10,601,424
Total assets less current liabilities
15,177,173
13,812,620
Provisions for liabilities
Deferred tax liability
13
99,375
121,875
(99,375)
(121,875)
Net assets
15,077,798
13,690,745
Capital and reserves
Called up share capital
14
11,161,947
11,161,947
Profit and loss reserves
3,915,851
2,528,798
Total equity
15,077,798
13,690,745
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 9 May 2025 and are signed on its behalf by:
B Purcell
Director
Company registration number 12016450 (England and Wales)
MANNA PRO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
11,161,947
1,215,820
12,377,767
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,312,978
1,312,978
Balance at 31 December 2023
11,161,947
2,528,798
13,690,745
Period ended 28 December 2024:
Profit and total comprehensive income
-
1,387,053
1,387,053
Balance at 28 December 2024
11,161,947
3,915,851
15,077,798
MANNA PRO UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
18
334,874
331,075
Income taxes paid
(342,663)
(444,198)
Net cash outflow from operating activities
(7,789)
(113,123)
Investing activities
Purchase of tangible fixed assets
(3,609)
(2,882)
Net cash used in investing activities
(3,609)
(2,882)
Net decrease in cash and cash equivalents
(11,398)
(116,005)
Cash and cash equivalents at beginning of Period
911,383
1,027,388
Cash and cash equivalents at end of Period
899,985
911,383
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
Manna Pro UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1a The Old Dairy, Elton, Peterborough, Cambs, PE8 6SQ.
1.1
Accounting convention
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 £.
The financial statements have been prepared under the historical cost convention, [modified to include certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
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, volume rebates and returns.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
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.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Trade names
10 years
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
33% straight line
Computers
33% straight line
Software
50% straight line
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 credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company 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.
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.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ to all of its 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.
Basic financial assets
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.
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 profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Classification of 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company 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 company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.13
Employee benefits
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.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 leases asset are consumed.
1.15
Foreign exchange
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 profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Specific key judgments include:
The carrying value and useful life of trade names and goodwill. The directors have assessed the ongoing value of aspects such as the continuation of product lines, relationships with customers and brand recognition and estimate that goodwill and trade names have a useful economic life remaining of approximately 4 of the original 10 years. The directors consequently do not consider that the carrying values of these intangibles assets are impaired.
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.
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Sale of pet products
15,755,337
16,058,958
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
3
Turnover
(Continued)
- 18 -
2024
2023
£
£
Turnover analysed by geographical market
U.K
5,294,707
5,965,753
Europe
599,147
661,461
Rest of the world
9,861,483
9,431,744
15,755,337
16,058,958
4
Operating profit
2024
2023
Operating profit for the period is stated after charging:
£
£
Exchange losses
56,764
113,724
Depreciation of owned tangible fixed assets
13,401
13,593
Amortisation of intangible assets
589,103
589,105
Operating lease charges
493,315
481,481
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
20,500
19,500
For other services
All other non-audit services
2,600
2,000
6
Employees
The average monthly number of persons (including directors) employed by the company during the Period was:
2024
2023
Number
Number
Sales and product development
5
5
Operations and admin
5
6
Finance
1
2
Total
11
13
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
6
Employees
(Continued)
- 19 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
1,359,534
1,683,815
Social security costs
12,279
13,738
1,371,813
1,697,553
7
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
634,139
597,547
Adjustments in respect of prior periods
14,180
Total current tax
648,319
597,547
Deferred tax
Origination and reversal of timing differences
(22,500)
(22,500)
Total tax charge
625,819
575,047
The actual charge for the Period can be reconciled to the expected charge for the Period based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
2,012,872
1,888,025
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
503,218
472,006
Tax effect of expenses that are not deductible in determining taxable profit
147,276
144,276
Adjustments in respect of prior years
14,180
Effect of change in corporation tax rate
(34,586)
Capital allowances versus depreciation
2,397
2,615
Deferred tax movement
(22,500)
(22,500)
Provisions movement
(18,752)
13,236
Taxation charge for the period
625,819
575,047
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 20 -
8
Intangible fixed assets
Goodwill
Trade names
Total
£
£
£
Cost
At 1 January 2024 and 28 December 2024
4,991,046
900,000
5,891,046
Amortisation and impairment
At 1 January 2024
2,287,565
412,500
2,700,065
Amortisation charged for the Period
499,103
90,000
589,103
At 28 December 2024
2,786,668
502,500
3,289,168
Carrying amount
At 28 December 2024
2,204,378
397,500
2,601,878
At 31 December 2023
2,703,481
487,500
3,190,981
9
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
16,391
34,149
50,540
Additions
3,609
3,609
At 28 December 2024
16,391
37,758
54,149
Depreciation and impairment
At 1 January 2024
7,740
22,585
30,325
Depreciation charged in the Period
5,463
7,938
13,401
At 28 December 2024
13,203
30,523
43,726
Carrying amount
At 28 December 2024
3,188
7,235
10,423
At 31 December 2023
8,651
11,564
20,215
10
Stocks
2024
2023
£
£
Finished goods and goods for resale
1,963,323
2,108,140
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 21 -
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
2,851,171
3,238,862
Amounts owed by group undertakings
16,415,798
11,193,562
Prepayments and accrued income
64,540
97,681
19,331,509
14,530,105
12
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
308,958
539,924
Amounts owed to group undertakings
8,164,452
5,788,857
Corporation tax
368,394
62,738
Other taxation and social security
18,203
70,137
Other creditors
300
204
Accruals and deferred income
769,638
486,344
9,629,945
6,948,204
13
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Fair value on business combination
99,375
121,875
2024
Movements in the Period:
£
Liability at 1 January 2024
121,875
Credit to profit or loss
(22,500)
Liability at 28 December 2024
99,375
The deferred tax liability set out above is expected to reverse within 5 years and relates to the uplift in fair value of intangibles on business combination.
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 22 -
14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
11,161,947
11,161,947
11,161,947
11,161,947
15
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
228,750
274,250
Between two and five years
38,000
266,750
266,750
541,000
16
Related party transactions
Transactions with related parties
During the period, the Company purchased goods and services from its parent company with a value of £3,366,824 (2023: £3,485,980 ). The company also purchased goods and services from fellow subsidiary companies with a value of £344,903 (2023: £2,121,216 ). During the period, the Company sold goods and services with a net value of £2,365,202 (2023: £3,126,239) to a fellow subsidiary.
Within amounts owed to group undertakings at the period end is £15,609,249 due from the Company's parent (2023: £10,739,610 due from the Company's parent) and £806,549 (2023: £453,942) due from fellow subsidiaries. An amount of £8,164,452 (2023: £5,788,857 ) was due to fellow subsidiaries at the period end.
17
Ultimate controlling party
As at 28 December 2024 the immediate parent undertaking was Manna Pro Products, LLC and the ultimate parent undertaking, Carlyle Partners VII Evolution Holdings, L.P. Both entities are incorporated in the USA.
As at 28 December 2024 and 31 December 2023, there was no single ultimate controlling party.
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 28 DECEMBER 2024
- 23 -
18
Cash generated from operations
2024
2023
£
£
Profit after taxation
1,387,053
1,312,978
Adjustments for:
Taxation charged
625,819
575,047
Amortisation and impairment of intangible assets
589,103
589,105
Depreciation and impairment of tangible fixed assets
13,401
13,593
Movements in working capital:
Decrease in stocks
144,817
967,612
Increase in debtors
(4,801,404)
(5,227,690)
Increase in creditors
2,376,085
2,100,430
Cash generated from operations
334,874
331,075
19
Analysis of changes in net funds
1 January 2024
Cash flows
28 December 2024
£
£
£
Cash at bank and in hand
423,547
476,438
899,985
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