The director presents the strategic report for the year ended 31 October 2024.
The director presents his Strategic report together with the audited financial statements for the year ended 31 October 2024. It refers to the performance, operating and trading of the operating companies Pasta Foods Limited and Snack Creations Ltd.
Pasta Foods Limited
Pasta Foods is a vertically integrated pasta manufacturer. The company buys high quality durum wheat which it mills at its own mill and then makes pasta from the semolina. The pasta is sold to a wide variety of customers which make pasta salads, recipe dishes, canned goods, snack pots and to a number of food service distributors and a small number of retail brands. It also sells semolina as an ingredient along with other added value products from the mill.
It has been a difficult year for our UK customer base, as the UK endured long periods of wet weather with a very un- summer like season and consumption of pasta salads was down significantly. That has had a profound impact on our business, along with general weakness in demand in the UK.
Despite poor UK sales, our export business, both direct and indirect, has been more robust with direct export volumes continuing to grow in a highly competitive market.
Sales to retail are in double-digit growth with foodservice being even more significant. Our added value products from the mill continue to grow, albeit at a lower rate.
Pasta Foods has continued to deliver 100% of all customer needs on time, in full. We are winning new business as our quality service and product is appreciated by a wider group of customers. We support a number of charities with donations of pasta in difficult times for many.
Sales of £29.9m whilst down on the record pasta sales of the previous year is well up on earlier years with a creditable Operating Profit of £2.4m.
Given the huge investment made over the last 10 or so years, it is key that we focus on our Return on Invested Capital (ROIC). This year it stands at 8.6%. We need to strive to improve returns on investment in the coming year.
A continuing theme is that we work closely with our customers, both existing and new, to meet their needs. We have also worked successfully to increase the range of suppliers of durum wheat, as our purchased volumes increase over the longer term and as a natural hedge in our buying portfolio.
The business, like all UK businesses, confronts the challenges posed by inflationary pressures including upcoming increases in employers’ NI, minimum wage increases above inflation, interest rates higher for longer and the threats of no/slow economic growth.
Debt is specifically allocated to companies within the group, with the exception of £8.7m that Pasta Foods is holding on behalf of group companies.
Capex in the year was £299k following the significant investment in previous years.
Snack Creations Ltd
The company is a market leader in the development and manufacture of healthy snacks using extruded pellet technology to make snacks from lentil, chickpea, split pea, potato and other ingredients. Snack Creations is a new product development (NPD) led business.
We achieved sales of £27.4m (up 4.5% on 2023 - £26.3m). We achieved 18% sales growth in our export markets as we continue to open up new markets and support new customers. This reflects our ambition to grow the business on a sustainable path over the long term. Our new facility will be producing commercially in early 2025. It has been a challenging period as we invest in the new facility with dual running costs and we strive to grow our sales ahead of opening the facility and maintaining our old facility. The weak demand in the UK market has stunted our growth ambitions in the short term. Our plans are based on long term, sustainable growth and we will continue to invest in our business to deliver against our ambitious targets despite short term bumps on the growth journey.
During the year we started to supply 14 new customers which has been a target as we prepare to open the new factory. The pipeline continues to grow with both new customers and significant opportunities with existing customers. Each year the team develops great, new products. Our ability to deliver what the market needs, whether that is high protein, low salt, low fat, high fibre, or whatever technical challenge, is not just met, but beaten.
Ingredient costs continue upwards and energy costs are volatile. Taken together, our input cost base remains higher than we would like.
This paragraph will appear in every review and I make no apologies. It is the essence of our DNA. Our focus is on delighting our customers with world leading NPD and great service. As our technical capability, through investment in people and processes grows, our ability to offer even more to our customers expands.
Our capex in the year amounted to in excess of £18m which is a very clear indication of our commitment to deliver the next stage of the development of our world class business. Post year end, £10m of the £11m in bank loans was repaid. This was replaced with longer term borrowings due over a 7 year period.
Exceptional costs of £535k, relate to dual running associated with the opening of our new facility. The increase in costs from prior year illustrates the step towards fully opening the site in early 2025. EBITDAE has been included within our financial statements, as this is a key measure at a time we are investing in a new facility, which at present is giving us no return.
The principal risks faced by the group are focused on raw material price movements, energy cost volatility and exchange rate fluctuations.
The business seeks to pass on underlying raw material price increases to customers as appropriate.
The business protects itself with long term agreements, insurance policies and forward contracts where possible.
The group operates using a range of KPIs which are cascaded through the business.
The group reviews health and safety metrics at Board level and acts accordingly upon that information.
HR metrics regarding employee performance and wellbeing are measured and reviewed.
The business focuses on various financial KPIs including operating profit, ROIC, EBITDAE, net assets and cash.
The non-financial KPIs that are reviewed involve production volumes, waste volumes and manufacturing metrics.
Sales volumes are measured against manufacturing volumes. In turn, KPIs regarding customer service levels and efficiency are monitored very closely.
Section 172 statement
As the director of the company, I acknowledge and adhere to the duty under Section 172 of the Companies Act 2006 to act in the best interests of the Company, taking into account the following factors:
Long-term Sustainability:
The Company is dedicated to long-term sustainability, evidenced by our strategic planning that incorporates a forward-looking 5-year model. This model guides our decisions, ensuring they align with our vision for enduring success. Through a comprehensive approach encompassing economic, social, and environmental factors, we aim to navigate challenges and seize opportunities, fostering a resilient and sustainable future for the Company and our stakeholders.
Interests of Employees:
Our employees are at the heart of everything we do, and our commitment to their well-being and growth is unwavering. We foster a supportive work environment, invest in professional development, and fair compensation. Collaborating closely with our union partners, we ensure the collective well-being and growth of our workforce. We recognise the contribution of our employees and remunerate appropriately.
Interests of Other Stakeholders (Suppliers, Customers, and Others):
Acknowledging the importance of diverse stakeholders, inter alia, our suppliers, customers and banking partners, we maintain transparent and collaborative relationships. Fair business practices and timely communication are central to our interactions, ensuring sustained partnerships and stakeholder satisfaction.
Impact on the community and the environment:
We recognise our responsibility to the broader community and environment. Our operations are conducted with a keen awareness of the impact on local communities and ecosystems. Actively engaging in initiatives that contribute positively to society, including our ongoing collaborations with charitable organisations, we aim to make a difference where we can. Simultaneously, we undertake environmentally sustainable practices to minimise our ecological footprint, embodying our commitment to corporate citizenship and environmental stewardship, detailed further in the Director’s report.
High Standards of Business Conduct:
Upholding the highest standards of business conduct is non-negotiable. We prioritise ethics, integrity and transparency in all dealings, including our extensive worldwide trade engagements. Recognising the diverse array of customers, cultures, and partners we engage with globally, we maintain a profound level of respect for their unique perspectives, values and needs. Our commitment to ethical practices extends to every aspect of our operations, fostering trust among stakeholders and maintaining the Company's reputation.
Need to Act Fairly Between Members of the Company:
The Director understands the views of the shareholders and acts in their best interests.
On behalf of the board
The director presents his annual report and financial statements for the year ended 31 October 2024.
The results for the year are set out on page 11.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
The group's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and where necessary through borrowings with third party banks.
The group's exposure to the price risk of financial instruments is therefore minimal. As the counter party to all financial instruments is its bankers, it is also exposed to minimal credit and liquidity risks in respect of these instruments. Its cash flow risk in respect of forward currency purchases is also minimal as it aims to pay suppliers in accordance with their stated terms, matching the maturity of currency purchases.
The director does not consider any other risks attaching to the use of financial instruments to be material to an assessment of its financial position or profit.
At the Statement of Financial Position date, the group had entered into forward foreign exchange contracts. The group does not use hedge accounting.
The development and technical function is focused not only on improving efficiency and quality by use of technology, but also by further development of pasta and snack products offering a point of difference or meeting changed market needs. Resource is allocated to achieve this aim.
As we develop new products and wins new customers, the group will be able to improve its financial results as we utilise our new capacity. Our new facility will be producing commercially in the current year and is the biggest step change ever in the business. It is a really exciting time and will allow our focus on growth to continue and accelerate. We are already developing our plans for the next phase of growth, once the factory opens.
Ensors Accountants LLP were appointed as auditor to the group 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.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per tonne of produce.
The Director is committed to minimising the environmental impact and enhancing energy efficiency across our operations.
In a proactive effort to reduce our carbon footprint, we have successfully implemented an electric car scheme. This initiative aligns with our commitment to environmental responsibility.
We have intensified our efforts to achieve zero-waste-to-landfill. Through a careful selection process of the correct waste partner for the business, we are working towards minimising the amount of waste sent to landfills with a goal to reduce this to nil.
As part of our ongoing commitment to enhancing energy efficiency, whenever new capital expenditure replaces equipment, improved efficiency is always at the forefront of our considerations.
We are continually exploring renewable energy solutions as part of our commitment to sustainable practices and environmental responsibility.
We have audited the financial statements of Milton Webber Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Enquiring of those charged with governance and management, including obtaining and reviewing supporting documentation, concerning the group's internal policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
The internal controls established to mitigate the risks related to fraud or non-compliance with laws and regulations.
Obtaining an understanding, as gathered from accumulated knowledge of the group and the industry, of the legal and regulatory (including reporting framework) environment that the group operates in, focusing on those laws and regulations that could reasonably be expected to have a direct effect on the financial statements or a fundamental effect on the operations of the group. For Milton Webber Ltd and subsidiaries, we consider these to include Companies Act 2006, UK GAAP, Employment Law, Data Protection, Health and Safety Regulations, Foods Hygiene Standards and standard UK tax legislation.
Where available and provided, reviewing all correspondence with regulatory authorities.
Undertaking analytical procedures to identify any unusual or unexpected relationships that may indicate risks or material misstatement due to fraud.
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Additionally, we reviewed the revenue recognition policy and ensured the adopted policy was in line with UK GAAP requirements, we tested the application of this policy throughout our substantive audit procedures over revenue.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
As permitted by s408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £1,067,611 (2023: £428,548).
Milton Webber Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Pasta Foods Limited, Forest Way, New Costessey, Norwich, NR5 0JH.
The group consists of Milton Webber Limited and all of its subsidiaries.
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 investment properties and certain financial instruments at fair value. 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Milton Webber Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 October 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.
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Post year end, £10,133,662 in bank loans was repaid. This was replaced with longer term borrowings due over a 7 year period.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's 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, 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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 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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to 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.
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.
Research and development
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Invoice financing
The group has an invoice discounting arrangement. The amount owed by customers to the group is included within trade debtors and the amount owed to the invoice discounting company is included within other creditors. The amount owed to the invoice discounting company represents the difference between the amounts advanced by the discounting group and the invoices discounted. The interest element of the invoice discounting charges and other related costs are recognised as they accrue and are included in the Statement of Comprehensive Income within 'interest payable and similar expenses'.
Exceptional items
Exceptional items in the current year and prior year relate to costs related to refinancing and dual running costs.
In the application of the group’s accounting policies, the director is 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.
Determine whether there are indicators of impairment of the group's tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such as 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.
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 asset, 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.
Stocks are valued at the lower of cost and net realisable value, after making due allowance for the stock provision. Provision is made for slow moving or obsolete stock that is written down to its original cost without absorbed overheads.
The average monthly number of persons (including directors) employed by the group and company during the year was:
The company had no employees other than the director, who did not receive any remuneration from the company, in the current and prior year.
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 October 2024 are as follows:
*indirect subsidiaries
Pasta Foods Investments Limited - company number 09599872, Pretty 210 Limited - company number 07181848, Pretty 1050 Limited - company number 04734074, Pretty Investments Limited - company number 07181919 and Pretty Properties Limited - company number 07181811, all registered in England and Wales, were entitled to, and have opted to take exemption from the requirement to have an audit of their financial statements for the year ended 31 October 2024 under 479A of the Companies Act 2006 (UK) relating to subsidiary companies.
During the year, the group made sales in US Dollars. To mitigate the exchange rate risk that Sterling may appreciate against the US Dollar between the sale date and the payment date, the group entered into forward agreements to sell US Dollars.
During the year, the group also made purchases in Euros and Swiss Francs. To mitigate the exchange rate risk that Sterling may depreciate against the Euro and Swiss Franc between the purchase date and the payment date, the group entered into forward agreements to buy Euros and Swiss Francs.
As at 31 October 2024 the fair value of the above contracts were determined to be a liability of £51,192 (2023: asset of £20,923). The debit to the Statement of Comprehensive Income was £72,115 (2023: Credit of £50,306).
Bank loans and overdrafts totalling £5,613,633 (2023: £3,195,912) are secured by a fixed and floating charge by way of an Unlimited Multilateral Guarantee over the assets of the following companies; Pretty Investments Limited, Pretty Properties Limited, Pasta Foods Limited, Snack Creations Ltd and Milton Webber Ltd.
Post year end, £10,133,662 in bank loans was repaid. This was replaced with longer term borrowings due over a 7 year period.
Other creditors includes £6,607,014 (2023: £5,787,778) secured on the trade debts of the company, and by way of an Unlimited Multilateral Guarantee over the assets of fellow group undertakings, Pretty Investments limited, Pretty Properties Limited, Pasta Foods Limited and Snack Creations Ltd.
Bank loans totaling £9,420,357 (2023: £11,374,078) are secured by a fixed and floating charge by way of an unlimited multilateral guarantee over the assets of the following companies; Pretty Investments Limited, Pasta Foods Limited, Snack Creations Ltd, Milton Webber Ltd and Pretty Properties Limited.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The profit and loss account represents cumulative profits or losses net of dividends paid and other adjustments.
Merger reserve
The merger reserve represents the share premium acquired on acquisition of subsidiaries.
The company has guaranteed the bank debts of the group. The debts are secured by a fixed and floating charge by way of an Unlimited Multilateral Guarantee over the assets of the following companies: Pretty Investments Limited, Pasta Foods Limited, Snack Creations Ltd and Milton Webber Ltd. The maximum amount payable under this guarantee at 31 October 2024 is £6,865,833 (2023: £7,700,000).
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:
Amounts contracted for but not provided in the financial statements:
Post year end, £10,133,662 in bank loans was repaid. This was replaced with longer term borrowings due over a 7 year period.
Milton Webber Limited
Loan notes totalling £3,200,000 (2023: £3,200,000) owed to the Director of the company remained outstanding at the year end.
The company owed £275,000 (2023: £300,00) to the Director included within other creditors at the year end.
Interest is being accrued at 4% above the Bank of England base rate per annum on both these amounts. Interest of £321,282 (2023: £295,854) was incurred during the year, £114,879 (2023: £158,549) is outstanding at the year end.
The total compensation paid to key management personnel for services provided to the group was £568,019 (2023: £634,262).
During the year, purchases totalling £268,745 (2023: £214,272) were made to a partnership involving a Director. £185,500 (2023: £173,043) were in accruals as at the year end.
Pasta Foods Limited
During the year, sales totalling £906,505 (2023: £657,261) were made to a related company by virtue of a director's common control.
Pasta Foods Limited also made recharges of directly attributable costs and overheads amounting to £498,551 (2023: £487,774) during the year to this company.
At the year end an amount totalling £652,552 (2023: £650,816) was due to this company. Of this, there was £427,000 (2023: £427,000) due after more than one year. There is no interest charged on, or security over, this balance.
During the year, purchases totalling £Nil (2023: £131,158) were made to a partnership involving a Director.
Pretty Investments Limited
At the year end an amounted totalling £21,000 (2023: £21,000) was due to a company related by common control of one of the directors.
During the year, sales totalling £Nil (2023: £14,840) were made to a related party by virtue of one of the director's common control. At the year end there was £Nil (2023: £Nil) owed by this company.
Snack Creations Limited
During the year, purchases totalling £Nil (2023: £26,204) were made to a partnership involving a Director.