TD4 BRANDS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
Company Registration No. 05761251 (England and Wales)
TD4 BRANDS LIMITED
COMPANY INFORMATION
Directors
D M O'Sullivan
H A O'Sullivan
(Appointed 30 January 2025)
Company number
05761251
Registered office
Abbots Moss Hall
Oakmere
Cheshire
CW8 2ES
Auditor
DSG Audit
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
TD4 BRANDS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 34
TD4 BRANDS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the period ended 25 September 2024.

Business review

The principal activity of the group continued to be the operation of juice, smoothie, milkshake, and cookie bars. The company's principal activity is that of a holding company.

 

The group continued with its plan to focus sites in the elite shopping centres in the UK and is constantly reviewing its existing estate, along with looking for opportunities to expand in the right locations. Profitability of the core estate remains a key focus, whilst looking to expand the estate.

 

Results have been strong across the estate, with two new store openings in Boost Juice Bars (UK) Limited, alongside the group opening a site in the Trafford Centre, as a franchise of Ben's Cookies, as the group continues to broaden its trading portfolio. The group also closed a site in Cambridge as the group focuses on both profitability of the estate, alongside expansion.

 

Following the period end, the group has exited Birmingham at the end of its lease and taken on another store under the Ben's Cookies franchise in Reading, as the group continues its plan of expansion, alongside managing its existing portfolio.

 

Recognising the importance of our store team’s contribution to our long-term success, we will continue to invest significantly into training & development and reward & recognition programmes for everyone within our business.

 

We are grateful for the continued support of our principal partners (Boost Australia) our various long-standing contractors, suppliers and landlords and for the all the hard work of our colleagues creating our in-store VIBE and to the support teams that keep the business developing successfully each year.

Principal risks and uncertainties

The group operates in the consumer leisure market where sales are derived from the consumers’ disposable incomes and the group’s products were sold at 33 (2023 - 32) different locations during the financial period in large privately owned spaces generally accessible to the public. There are general economic and political risks from trading in such a manner and the group is not able to mitigate such risks in any meaningful way. In addition to these generic risks the group faces other specific risks as follows:

 

Product integrity – raw materials are sourced from reputable suppliers, and are subject to annual lab analysis. Cleanliness standards are rigorously applied and regularly audited and recipes are designed and tested by the global brand owner.

 

Product supply chain – the group have supply chains in several countries worldwide and a local supply interruption could be covered by air-freight import.

 

Availability of finance – the group monitors its financial situation carefully matching its new site programme with its available resources.

TD4 BRANDS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 2 -
Financial key performance indicators

The group considers the key financial indicators to be the level of sales, gross profit and operating profit. Sales have increased from the previous period (7.9% on 2023). This is due to a combination of sales price increases and also additional store counts. The gross profit margin increased to 77.6% from 76.5% in 2023. This is down to sales price increases, and close management of the supply chain. Operating profit for the period was £755,604 (2023: £1,036,750), however, there was an exceptional charge of £718,000 in the period. Excluding the exceptional charge, performance would have been £1,473,604 (£1,036,750).

 

Future developments

The group's development is focused on three core areas:

 

1) development of quality brands that are fun, engaging, unique and accessible, 2) to be the first choice for consumers who want to refuel 'on the hoof' and 3) maximise store contribution whilst minimising central costs, thereby providing the group with a sustainable operating model and sufficient organic capital to invest in new stores and brand development.

 

Just as important as new store openings is the profitability of our existing estate. We have continued discussions with landlords to obtain better deals at our marginal sites, alongside our rent concession negotiations.

Going concern

The group has net current assets of £188,073 (2023: £537,188 net current liabilities), net liabilities of £85,895 (2023: £873,721), and has reported a retained profit for the year of £787,826 (2023: £724,520).

The group is trading well and based on this, the group has performed an assessment of the most likely future cashflows based on the latest available information and concluded that in the scenario, the group would have sufficient available cashflows to meet its liabilities as they fall due for a period of at least twelve months from the signing date of the financial statements.

The parent company has net current liabilities of £2,949,592 (2023: £2,763,857), net assets of £640,233 (2023: £640,312), and has reported a loss for the year of £79 (2023: £14,007).

The parent company has issued a letter of support for a period of twelve months from the date of approval of these financial statements to a subsidiary undertaking which includes both making funds available if required and confirmation that it will not seek repayment of amounts due at the balance sheet date if this would be detrimental to the parent company.

Having considered all of the above, the directors consider it appropriate to prepare the group and parent company financial statements on a going concern basis.

On behalf of the board

D M O'Sullivan
Director
27 June 2025
TD4 BRANDS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 3 -

The directors present their annual report and financial statements for the period ended 25 September 2024.

Principal activities

The principal activity of the group continued to be that of the operation of juice, smoothies, milkshake, and cookie bars. The principal activity of the company is that of a holding company.

Results and dividends

The results for the period are set out on page 9.

Ordinary dividends were paid amounting to £nil (2023: £403,734). The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

D M O'Sullivan
R E O'Sullivan
(Resigned 30 January 2025)
H A O'Sullivan
(Appointed 30 January 2025)

Financial risk management objectives and policies

The group's operations expose it to a variety of financial risks that principally include the effects of changes in price risk, credit risk, liquidity risk and interest rate risk. The group has a risk management programme in place that seeks to limit the adverse effects on the financial performance of the group of all identified risks.

 

Price risk

The group is exposed to commodity price risk as a result of its operations. However given the size of the group's operations, the cost of managing exposure through the use of hedging instruments to commodity price risk exceed any potential benefits.

 

Credit risk

As the group trades direct with consumers and doesn't provide credit, the group isn't exposed to credit risk. The directors actively reconcile intercompany loans to mitigate any potential default risk.

 

Liquidity risk

The group currently has no requirement for further debt finance. When the group has a requirement for funds for operations and planned expansions then this is supported by available group resources.

 

Interest rate cash flow risk

The group has interest bearing liabilities, however these are at fixed rates with the exception of a small balance of bounce back loan. Given the size of the bounce back loan, the risk is minimal and requires no further mitigation. The directors review policies as and when the need arises.

Disabled persons

The group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. The company's HR policy make clear that full and fair consideration must be given to applications made by and the promotion of disabled persons. Where an employee becomes disabled whilst employed by the group, the HR policy also requires that reasonable effort is made to ensure that they have the opportunity for continued employment within the group. Retraining of employees who become disabled whilst employed by the group is offered where appropriate.

Auditor

DSG resigned as auditor to the company and the group on 11 September 2024. DSG Audit were appointed as auditor to the company and the group on 11 September 2024, and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

TD4 BRANDS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 4 -
Strategic report

In trueaccordance with Companies Act 2006, s. 414C(11) certain information is set out in the group's strategic report which is ordinarily 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 done so in respect of the business review, principal risks and uncertainties, and future developments.

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 auditor of the company and group 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 auditor of the company and group is aware of that information.

On behalf of the board
D M O'Sullivan
Director
27 June 2025
TD4 BRANDS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 5 -

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 period. 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group transactions and disclose with reasonable accuracy at any time the financial position of the company and group 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 group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

TD4 BRANDS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TD4 BRANDS LIMITED
- 6 -
Opinion

We have audited the financial statements of TD4 Brands Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 25 September 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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).

In our opinion the financial statements:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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

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:

TD4 BRANDS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TD4 BRANDS LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent 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.

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.

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the group and the parent company.

The following laws and regulations were identified as being of significance to the group and the parent company:

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the group and the parent company complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

TD4 BRANDS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TD4 BRANDS LIMITED
- 8 -

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the group's and the parent company's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Jean Ellis BA FCA CTA (Senior Statutory Auditor)
For and on behalf of DSG Audit, Statutory Auditor
Chartered Accountants
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
27 June 2025
TD4 BRANDS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 9 -
Period
Period
ended
ended
25 September
27 September
2024
2023
Notes
£
£
Turnover
3
14,967,123
13,876,462
Cost of sales
(3,353,738)
(3,267,307)
Gross profit
11,613,385
10,609,155
Distribution costs
(8,443,273)
(8,044,713)
Administrative expenses
(1,696,508)
(1,527,692)
Exceptional items
4
(718,000)
-
0
Operating profit
5
755,604
1,036,750
Interest receivable and similar income
8
4,547
47
Interest payable and similar expenses
9
(45,591)
(60,869)
Profit before taxation
714,560
975,928
Tax on profit
10
73,266
(251,408)
Profit for the financial period
24
787,826
724,520

There was no other comprehensive income for the period (2023: £nil).

 

Total comprehensive income for the period is attributable to the owners of the parent company.

TD4 BRANDS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
25 SEPTEMBER 2024
25 September 2024
- 10 -
25 September 2024
27 September 2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
1,246,294
837,935
Current assets
Stocks
15
219,020
205,784
Debtors falling due after more than one year
16
58,650
43,583
Debtors falling due within one year
16
1,374,502
770,964
Cash at bank and in hand
1,347,531
1,155,651
2,999,703
2,175,982
Creditors: amounts falling due within one year
17
(2,811,630)
(2,713,170)
Net current assets/(liabilities)
188,073
(537,188)
Total assets less current liabilities
1,434,367
300,747
Creditors: amounts falling due after more than one year
18
(607,970)
(1,130,587)
Provisions for liabilities
Provisions
20
718,000
-
0
Deferred tax liability
21
194,292
43,881
(912,292)
(43,881)
Net liabilities
(85,895)
(873,721)
Capital and reserves
Called up share capital
23
10,001
10,001
Share premium account
24
566,008
566,008
Profit and loss reserves
24
(661,904)
(1,449,730)
Total equity
(85,895)
(873,721)
The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
27 June 2025
D M O'Sullivan
Director
TD4 BRANDS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 25 SEPTEMBER 2024
25 September 2024
- 11 -
25 September 2024
27 September 2023
Notes
£
£
£
£
Fixed assets
Investments
13
3,600,002
3,600,002
Current assets
Debtors
16
277,269
150
Cash at bank and in hand
120,211
116,796
397,480
116,946
Creditors: amounts falling due within one year
17
(3,347,072)
(2,880,803)
Net current liabilities
(2,949,592)
(2,763,857)
Total assets less current liabilities
650,410
836,145
Creditors: amounts falling due after more than one year
18
(10,177)
(195,833)
Net assets
640,233
640,312
Capital and reserves
Called up share capital
23
10,001
10,001
Share premium account
24
566,008
566,008
Profit and loss reserves
24
64,224
64,303
Total equity
640,233
640,312

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £79 (2023: £14,007 loss).

The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
27 June 2025
D M O'Sullivan
Director
Company Registration No. 05761251
TD4 BRANDS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 28 September 2022
442,369
566,008
379,655
(2,150,171)
(762,139)
Period ended 27 September 2023:
Profit and total comprehensive income for the period
-
-
-
724,520
724,520
Issue of share capital
1
-
0
-
-
1
Dividends
-
-
-
(403,734)
(403,734)
Share capital reduction
(432,369)
-
-
-
(432,369)
Cancellation of capital redemption reserve
-
-
(379,655)
379,655
-
Balance at 27 September 2023
10,001
566,008
-
0
(1,449,730)
(873,721)
Period ended 25 September 2024:
Profit and total comprehensive income for the period
-
-
-
787,826
787,826
Balance at 25 September 2024
10,001
566,008
-
0
(661,904)
(85,895)
TD4 BRANDS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 28 September 2022
442,369
566,008
379,655
102,389
1,490,421
Period ended 27 September 2023:
Loss and total comprehensive income for the period
-
-
-
(14,007)
(14,007)
Issue of share capital
1
-
0
-
-
1
Dividends
-
-
-
(403,734)
(403,734)
Share capital reduction
(432,369)
-
-
-
(432,369)
Cancellation of capital contribution reserve
-
-
(379,655)
379,655
-
Balance at 27 September 2023
10,001
566,008
-
0
64,303
640,312
Period ended 25 September 2024:
Loss and total comprehensive income for the period
-
-
-
(79)
(79)
Balance at 25 September 2024
10,001
566,008
-
0
64,224
640,233
TD4 BRANDS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 14 -
Period ended 25 September 2024
Period ended 27 September 2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
1,423,757
1,380,651
Interest paid
(45,591)
(60,869)
Net cash inflow from operating activities
1,378,166
1,319,782
Investing activities
Purchase of tangible fixed assets
(761,604)
(343,161)
Proceeds from disposal of tangible fixed assets
1
19,351
Interest received
4,547
47
Net cash used in investing activities
(757,056)
(323,763)
Financing activities
Proceeds from issue of shares
-
1
Repayment of other borrowings
(418,574)
(415,191)
Repayment of bank borrowings
(10,656)
(10,000)
Dividends paid to equity shareholders
-
0
(403,734)
Net cash used in financing activities
(429,230)
(828,924)
Net increase in cash and cash equivalents
191,880
167,095
Cash and cash equivalents at beginning of period
1,155,651
988,556
Cash and cash equivalents at end of period
1,347,531
1,155,651
TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 15 -
1
Accounting policies
Company information

TD4 Brands Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Abbots Moss Hall, Oakmere, Cheshire, CW8 2ES. The nature of the group's operations and its principal activity is given in the strategic report.

 

The group consists of TD4 Brands Limited and all of its subsidiaries.

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 £1.

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, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TD4 Brands Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 25 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The group has net current assets of £188,073 (2023: £537,188 net current liabilities), net liabilities of £85,895 (2023: £873,721), and has reported a retained profit for the year of £787,826 (2023: £724,520).

The group is trading well and based on this, the group has performed an assessment of the most likely future cashflows based on the latest available information and concluded that in the scenario, the group would have sufficient available cashflows to meet its liabilities as they fall due for a period of at least twelve months from the signing date of the financial statements.

The parent company has net current liabilities of £2,949,592 (2023: £2,763,857), net assets of £640,233 (2023: £640,312), and has reported a loss for the year of £79 (2023: £14,007).

The parent company has issued a letter of support for a period of twelve months from the date of approval of these financial statements to a subsidiary undertaking which includes both making funds available if required and confirmation that it will not seek repayment of amounts due at the balance sheet date if this would be detrimental to the parent company.

Having considered all of the above, the directors consider it appropriate to prepare the group and parent company financial statements on a going concern basis.

1.5
Reporting period

The annual financial statements are compiled for the period to 25 September 2024, being the closest Wednesday to the 30 September 2024 accounting reference date. The prior period financial statements are compiled for the period to 27 September 2023, being the closest Wednesday to the 30 September 2023 accounting reference date.

1.6
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Turnover 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 turnover is recognised:

 

Sale of goods

 

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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:

Leasehold improvements
Period of the lease
Plant and machinery
2-10 years
Computer equipment
3 years

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.

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

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 group 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.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.10
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.

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.

1.11
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.

1.12
Financial instruments

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 statement of financial position 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

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.

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 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.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -
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 group 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 group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

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.

1.14
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 income statement 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

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 income statement, 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 if, and only if, there is 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.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

 

The contributions are recognised as an expense in the consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in other creditors as a liability in the statement of financial position. The assets of the plan are held separately from the group in independently administered funds.

1.18
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 leased asset are consumed.

1.19
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.

1.20

Interest income and costs

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

 

Interest 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.

1.21

Onerous lease

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

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.22

Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the company. They are material items of income or expenditure which are of exceptional size or incidence, and are presented within the line items to which they best relate.

2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Determining the type of lease

Determining whether leases have been entered into by the group either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

Assessing indicators of impairment

Determining whether there are indicators of impairment of the group's tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Estimating value in use

When an indication of impairment exists, the directors will carry out an impairment review to determine the recoverable amount, being the higher of fair value less cost to sell and value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the asset or the cash generating unit and a suitable discount rate in order to calculate present value.

Assessing the requirement of onerous lease provisions

Determining whether any of the group's store leases have become onerous based on the expected future financial performance of the asset.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Investments

The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments. The nature, facts and circumstance of the investment and future performance are taken into consideration when assessing the carrying value.

Onerous leases

An assessment is made to determine whether the unavoidable costs associated with a lease exceed the economic benefit expected to be received from it. If this is the case, a provision is made for the present value of the obligations under the lease.

3
Turnover

Turnover is wholly attributable to the principal activity of the group and arises solely within the United Kingdom.

4
Exceptional item
Perioded ended
Perioded ended
25 September 2024
27 September 2023
£
£
Expenditure
Exceptional items
718,000
-
718,000
-

In the current period subsidiary undertakings Boost Juice Bars (UK) Limited and TD4 Milkshakes Limited recognised a dilapidation provision of £625,000 and £93,000, respectively.

5
Operating profit
Period ended 25 September 2024
Period ended 27 September 2023
£
£
Operating profit for the period is stated after charging:
Exchange losses
4,996
1,520
Depreciation of owned tangible fixed assets
349,639
351,432
Loss on disposal of tangible fixed assets
3,605
2,764
Audit fees
20,700
16,538
Non-audit fees
9,120
10,075
Operating lease charges
2,007,133
1,929,934

In the current period, audit remuneration for the group was borne by the group subsidiary undertaking, Boost Juice Bars (UK) Limited. In the prior period, audit remuneration for the group was borne by the group subsidiary undertakings, Boost Juice Bars (UK) Limited and TD4 Milkshakes Limited.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 23 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
Period ended 25 September 2024
Period ended 27 September 2023
Period ended 25 September 2024
Period ended 27 September 2023
Number
Number
Number
Number
Administration
12
11
-
-
Distribution
376
351
-
-
Total
388
362
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
Period ended 25 September 2024
Period ended 27 September 2023
Period ended 25 September 2024
Period ended 27 September 2023
£
£
£
£
Wages and salaries
4,896,143
4,407,899
-
0
-
0
Social security costs
259,868
226,293
-
-
Pension costs
46,511
137,241
-
0
-
0
5,202,522
4,771,433
-
0
-
0
7
Directors' remuneration
Period ended 25 September 2024
Period ended 27 September 2023
£
£
Remuneration for qualifying services
45,571
28,754
Company pension contributions to defined contribution schemes
-
80,000
25,152
80,000

As total directors' remuneration was less than £200,000 in the current and prior period, no disclosure is provided.

 

The above costs were borne by Boost Juice Bars (UK) Limited, a subsidiary undertaking of TD4 Brands Limited.

 

During the period retirement benefits were accruing to director D M O'Sullivan totalling £nil (2023: £80,000) in respect of defined contribution pension schemes.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 24 -
8
Interest receivable and similar income
Period ended 25 September 2024
Period ended 27 September 2023
£
£
Interest income
Interest on bank deposits
29
12
Other interest receivable
4,518
35
4,547
47
9
Interest payable and similar expenses
Period ended 25 September 2024
Period ended 27 September 2023
£
£
Bank interest payable
86
906
Other loan interest payable
45,505
59,963
45,591
60,869
TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 25 -
10
Taxation
Period ended 25 September 2024
Period ended 27 September 2023
£
£
Corporation tax
UK corporation tax on profits for the current period
15,638
241,890
Adjustments in respect of prior periods
(239,315)
636
Total current tax
(223,677)
242,526
Deferred tax
Origination and reversal of timing differences
150,411
2,344
Changes in tax rates
-
0
317
Adjustment in respect of prior periods
-
0
6,221
Total deferred tax
150,411
8,882
Total tax (credit)/charge
(73,266)
251,408
Total tax (credit)/charge
(73,266)
251,408

The tax assessed for the period is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 22.01%).

 

The actual (credit)/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:

Period ended 25 September 2024
Period ended 27 September 2023
£
£
Profit before taxation
714,560
975,928
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (27 September 2023: 22.01%)
178,640
214,784
Tax effect of expenses that are not deductible in determining taxable profit
(12,591)
29,450
Under/(over) provided in prior years
(239,315)
636
Deferred tax adjustments in respect of prior years
-
0
6,221
Deferred tax change in tax rates
-
317
Taxation (credit)/charge
(73,266)
251,408
TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 26 -
11
Dividends
Period ended 25 September 2024
Period ended 27 September 2023
Recognised as distributions to equity holders:
£
£
Final paid
-
403,734
12
Tangible fixed assets
Group
Leasehold improvements
Plant and machinery
Computer equipment
Total
£
£
£
£
Cost
At 28 September 2023
4,184,491
1,834,240
209,819
6,228,550
Additions
541,123
109,873
110,608
761,604
Disposals
(97,710)
(50,343)
(4,217)
(152,270)
Transfers
(40,557)
(11,286)
(113)
(51,956)
At 25 September 2024
4,587,347
1,882,484
316,097
6,785,928
Depreciation and impairment
At 28 September 2023
3,575,124
1,646,994
168,497
5,390,615
Depreciation charged in the period
196,040
121,333
32,266
349,639
Eliminated in respect of disposals
(97,344)
(47,130)
(4,190)
(148,664)
Transfers
(40,557)
(11,286)
(113)
(51,956)
At 25 September 2024
3,633,263
1,709,911
196,460
5,539,634
Carrying amount
At 25 September 2024
954,084
172,573
119,637
1,246,294
At 27 September 2023
609,367
187,246
41,322
837,935
The company had no tangible fixed assets at 25 September 2024 or 27 September 2023.

Assets within subsidiary undertaking, TD4 Milkshakes Limited, with a net book value of £25,000, were transferred to Boost Juice Bars (UK) Limited during the period. These assets from leasehold improvements, plant and machinery, and computer equipment were initially purchased by TD4 Milkshakes Limited, and have now been transferred to Boost Juice Bars (UK) Limited to be utilised in one of their stores.

13
Fixed asset investments
Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
3,600,002
3,600,002
TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
13
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 28 September 2023 and 25 September 2024
3,600,002
Carrying amount
At 25 September 2024
3,600,002
At 27 September 2023
3,600,002
14
Subsidiaries

Details of the company's subsidiaries at 25 September 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Boost Juice Bars (UK) Limited
See note below
Beverage and food bars
Ordinary
100.00
TD4 Cookies Limited
See note below
Food bars
Ordinary
100.00
TD4 Milkshakes Limited
See note below
Beverage and food bars
Ordinary
100.00

The registered office addresses of the above named subsidiaries are the same as that of the parent company as given on the company information page.

15
Stocks
Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
£
£
£
£
Raw materials and consumables
219,020
205,784
-
-
TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 28 -
16
Debtors
Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
30,699
15,737
-
0
-
0
Other debtors
272,698
41,921
277,269
150
Prepayments and accrued income
717,727
698,981
-
0
-
0
Other tax and social security
76,109
37,328
-
-
Directors' loan accounts
277,269
14,325
-
-
1,374,502
808,292
277,269
150
The director's loan account of R E O'Sullivan was overdrawn at the period-end date by £143,406 (2023: £7,163). The maximum overdrawn balance during the period was £186,242 (2023: £443,956).

The director's loan account of D E O'Sullivan was overdrawn at the period-end date by £133,863 (2023: £7,162). The maximum overdrawn balance during the period was £181,682 (2023: £101,048).
Amounts falling due after more than one year:
Other debtors
58,650
43,583
-
0
-
0
17
Creditors: amounts falling due within one year
Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
Notes
£
£
£
£
Bank loans
19
10,000
10,000
10,000
10,000
Other borrowings
19
413,085
319,698
125,000
75,000
Trade creditors
1,149,678
1,079,349
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
3,212,068
2,795,799
Corporation tax payable
18,213
241,890
-
0
-
0
Other taxation and social security
67,996
74,662
-
-
Share capital treated as debt
1
1
1
1
Other creditors
324,669
169,996
3
3
Accruals and deferred income
827,988
817,574
-
0
-
0
2,811,630
2,713,170
3,347,072
2,880,803

Amounts owed to group undertakings are due on demand and interest free.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 29 -
18
Creditors: amounts falling due after more than one year
Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
Notes
£
£
£
£
Bank loans
19
10,177
20,833
10,177
20,833
Other borrowings
19
597,793
1,109,754
-
0
175,000
607,970
1,130,587
10,177
195,833

 

19
Loans and overdrafts
Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
£
£
£
£
Bank loans
20,177
30,833
20,177
30,833
Other borrowings
1,010,878
1,429,452
125,000
250,000
1,031,055
1,460,285
145,177
280,833
Payable within one year
423,085
329,698
135,000
85,000
Payable after one year
607,970
1,130,587
10,177
195,833

Bank loans - the Bounce Back loan of £30,833 with Barclays Bank Plc was first drawn down on 9 October 2020 and repayments commenced on 9 November 2021, with the final repayment falling due in October 2026. The UK Government met the interest due under this loan for the first 12 months. Thereafter, interest accrues at 2.5% per annum, fixed for the duration of the loan.

 

Other borrowings comprises:

Loan notes - the 2021 loan note instrument of £250,000 is due for repayments of not less than £75,000 due on 5 July 2023 and 2024 with any remaining balance due on 5 July 2025. The scheduled repayments may be greater depending on the performance of the group (measured against certain financial targets based on earnings before interest, tax, depreciation, and amortisation ("EBITDA")). The loan notes are non-interest bearing and are secured by intercompany cross guarantees with group undertakings, Boost Juice Bars (UK) Limited and TD4 Milkshakes Limited.

 

Loan facilities - the subsidiary undertaking Boost Juice Bars (UK) Limited entered into loan agreements totalling £1,566,615 in 2022 with facilities expiring in March 2026 and May 2028, with amounts outstanding of £259,125 (2023: £395,295) and £626,753 (2023: £784,157), respectively, at the period end. The loans bear interest at 7% and 3.04% per annum with capital and interest paid on a monthly basis. The total interest cost in the period was £45,505 (2023: £59,963). The loans are guaranteed by the parent company, TD4 Brands Limited, and fellow subsidiary undertaking, TD4 Milkshakes Limited.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 30 -
20
Provisions for liabilities
Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
£
£
£
£
Dilapidation provision
718,000
-
-
-
Movements on provisions:
Dilapidation provision
Group
£
Additional provisions in the year
718,000

The dilapidation provision covers expected dilapidation costs to restore the leased stores to the condition and design existing prior to the group's tenancy of each store. The unwind of the provision will be dependent on the directors' decision about when a store may be vacated.

21
Deferred taxation

The following are the major deferred tax liabilities recognised by the group and company, and movements thereon:

Liabilities
Liabilities
25 September 2024
27 September 2023
Group
£
£
Accelerated capital allowances
194,292
43,881
The company has no deferred tax assets or liabilities.
Group
Company
25 September 2024
25 September 2024
Movements in the period:
£
£
Liability at 28 September 2023
43,881
-
Charge to profit or loss
150,411
-
Liability at 25 September 2024
194,292
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 31 -
22
Retirement benefit schemes
Period ended 25 September 2024
Period ended 27 September 2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
46,511
137,241

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions amounting to £10,121 (2023: £4,755) were payable by the group to the fund at the reporting date and are including in creditors.

23
Share capital
Group and company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
Shares classified as equity
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
10,000
10,000
Ordinary D shares of £1 each
1
1
1
1
10,001
10,001
10,001
10,001
25 September 2024
27 September 2023
25 September 2024
27 September 2023
Shares classified as debt
Number
Number
£
£
Issued and fully paid
Ordinary C shares of £1 each
1
1
1
1

The holders of Ordinary shares as a class are non-redeemable and are entitled to one vote in any circumstances. Each Ordinary share is entitled to parri passu to participate in a distribution of dividend payments. The Ordinary shares shall rank after the Ordinary C Shares on capital distribution.

 

The holders of Ordinary C shares as a class shall not be entitled to a vote and have no right to income or distributions. On a return of capital on liquidation or capital reduction or otherwise Ordinary C shareholders will receive priority.

 

The holders of Ordinary D shares as a class are irredeemable and have full rights in the company with regards to voting, dividend and capital distribution. A dividend may be declared on this class of shares to the exclusion of other classes but where a dividend is declared on more than one class of shares the dividend for each class may be fixed individually.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 32 -
24
Reserves

The group's and parent company's capital and reserves are as follows:

 

Called up share capital

Called up share capital reserve represents the nominal value of the shares issued.

 

Share premium

The share premium account includes the premium on the issue of the equity shares, net of any issue costs.

 

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

 

Capital redemption reserve

The capital redemption reserve relates to own shares arising in the connection of shares which have been bought or sold by the company. On 23 March 2023 by way of written resolution of the company, the capital redemption reserve was cancelled, and the amount of the capital redemption reserve was credited to the distributable reserves of the company.

 

 

25
Financial commitments, guarantees and contingent liabilities

Boost Juice Bars (UK) Limited and TD4 Milkshakes Limited have granted a charge to BGF Nominees Limited to secure a guarantee in respect of borrowings owed to BGF Nominees Limited due from the companies, and other group undertaking TD4 Cookies Limited.

 

Boost Juice Bars (UK) Limited has granted a charge, in the form of a rent deposit deed of £19,500, to Stratford City Developments Limited as Trustee for and on Behalf of Stratford City Shopping Centre (No.1) Limited Partnership.

Boost Juice Bars (UK) Limited has granted a charge, in the form of a rent deposit deed of £23,499, to Commerz Real Investmentgesellschaft Mbh.

Boost Juice Bars (UK) Limited has granted a charge, in the form of a rent deposit deed of £23,500, to CSC Lakeside Limited.

Boost Juice Bars (UK) Limited has granted a charge, in the form of a rent deposit deed of £6,250, to Network Rail Infrastructure Limited.

Boost Juice Bars (UK) Limited has granted a charge, in the form of a rent deposit deed, to VCP Nominees No.1 Limited and VCP Nominees No.2 Limited. The amount secured is all the monies due or to become due from Boost Juice Bars (UK) Limited to the Chargee under the terms of the aforementioned instrument creating or evidencing the charge.

The directors' confirm that there are no other commitments, guarantees, or contingent liabilities as at 25 September 2024.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 33 -
26
Operating lease commitments
Lessee

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:

Group
Company
25 September 2024
27 September 2023
25 September 2024
27 September 2023
£
£
£
£
Within one year
1,788,438
1,638,627
-
-
Between two and five years
4,079,615
4,246,946
-
-
In over five years
1,653,673
1,069,315
-
-
7,521,726
6,954,888
-
-
27
Events after the reporting date

TD4 Holdings Limited was incorporated on 22 October 2024 and purchased the majority of the share capital of the parent company. The ultimate controlling party of TD4 Holdings Limited is H A O'Sullivan, owning 100% of the share capital.

28
Related party transactions

Included within other debtors are amounts due from a company with common directors and shareholders of £248,031 (2023: £nil).

 

The key management personnel and directors are the same and the directors' remuneration for the year is disclosed in note 6 to the financial statements. Therefore, the group has taken advantage of the exemption conferred by Section 33.7A of FRS102 not to disclose key management personnel.

29
Controlling party

The directors do not consider there to be one ultimate controlling party.

TD4 BRANDS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 SEPTEMBER 2024
- 34 -
30
Cash generated from group operations
Period ended 25 September 2024
Period ended 27 September 2023
£
£
Profit for the period after tax
787,826
724,520
Adjustments for:
Taxation (credited)/charged
(73,266)
251,408
Finance costs
45,591
60,869
Investment income
(4,547)
(47)
Loss on disposal of tangible fixed assets
3,605
2,764
Depreciation and impairment of tangible fixed assets
349,639
351,432
Increase in provisions
718,000
-
Movements in working capital:
(Increase)/decrease in stocks
(13,236)
78,137
(Increase)/decrease in debtors
(618,605)
580,497
Increase/(decrease) in creditors
228,750
(668,929)
Cash generated from operations
1,423,757
1,380,651
31
Analysis of changes in net funds/(debt) - group
28 September 2023
Cash flows
25 September 2024
£
£
£
Cash at bank and in hand
1,155,651
191,880
1,347,531
Borrowings excluding overdrafts
(1,460,285)
429,230
(1,031,055)
Shares treated as debt
(1)
-
(1)
(304,635)
621,110
316,475
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