Company registration number 04990639 (England and Wales)
ORCHARD VALLEY FOODS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ORCHARD VALLEY FOODS LTD
COMPANY INFORMATION
Directors
A Downs
C H Louwerse
T A Osmundsen
U Osmundsen
Company number
04990639
Registered office
4 Lower Teme Business Park
Burford
Tenbury Wells
Worcestershire
United Kingdom
WR15 8SZ
Auditor
Azets Audit Services
6th Floor, Bank House
8 Cherry Street
Birmingham
United Kingdom
B2 5AL
Solicitors
Addleshaw Goddard LLP
Exchange Tower
19 Canning Street
Edinburgh
United Kingdom
EH3 8EH
ORCHARD VALLEY FOODS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 25
ORCHARD VALLEY FOODS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Fair review of the business
The company's key financial indicators during the year were as follows:
2024
2023
£
£
Turnover
35,810,722
37,140,360
Total operating profit
2,860,078
2,393,094
Profit after tax
1,825,850
1,884,691
Shareholders' funds
7,146,547
5,609,697
The principal activity of the company in the period under review was that of the supply of food ingredients, dry mix blends, decorations and inclusions into bakery, confectionery manufacturers. The company has multi-channel distribution to the industrial, food service and retail markets.
The company operates through five distinct market focused trading styles within a single legal entity currently: Food Ingredients (specialty powders to food manufacturers); Dairy supplies (technical ingredients to fermented milk products) Confections, inclusions & decorations (Confections through multi-channel distribution to the food industry) manufacturing (Manufacture of fudge & chocolate hollows) and repacking (repacking and blending operations).
The business continues with its existing core sales groups across the UK and rest of the world. Sales activities for the European markets has now been delegated to Orchard Valley Foods GmbH, a wholly owned subsidiary of the company to which the company still sells its own manufactured fudge products from the UK.
The company continues with its longer term strategy to invest in market expansion through additional sales/marketing resource and investment in IT systems to support wider growth plans.
Overall the directors are pleased with the underlying performance of the company.
Principal risks and uncertainties
The directors have identified the following risks as those significant to the future prospects of the business: cost inflation in raw materials and energy costs. disruption in its supply chain and labour availability, currency volatility, loss of a key supplier, loss or economic failure of a key customer, contamination and product recall, and longer-term effects from the exit from the European Union (specifically the effect of tariffs and duty changes).
The directors consider that the company has rigorous controls in place to mitigate these risks in so far as possible. The company maintains the highest possible food safety accreditations, suitable insurance policies, hedges currency forward to de-risk sudden currency movements, ensure that no one customer is a disproportionate part of its sales ledger, that suitable supplier contracts are in place and that business continuity planning is carried out. The company is closely monitoring the ongoing uncertainty following the UK's exit from the European Union and remains flexible and agile to be able to react quickly to changing market conditions.
Development and performance
Credit risk
The company has implemented policies that require appropriate credit checks on potential customers before new accounts are accepted. Internal controls are in place to ensure all customer balances are continually monitored and the board closely oversees credit provided by the company to its customers.
Interest rate risk
The company has interest bearing liabilities. Interest bearing liabilities are inter-group borrowing facilities on which interest is charged at a floating and fixed rates respectively.
Liquidity and cash flow risk
Through the retention of profits and use of group treasury facilities the company has sufficient available funds for operations and planned expansions. Any new debt finance would have to be approved by the board of directors before it was taken on. Cash flow is closely monitored, and appropriate facilities are available through Orkla ASA group treasury.
ORCHARD VALLEY FOODS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators
The directors prepare forecasts and budgets that are monitored for variance through management accounts on a monthly basis to maintain and predict the profitability and cash flows of the business.
The company also monitors:
- customer service and delivery levels;
- quality, non-compliances and complaints;
- the introduction of new products, specifically around meeting customer needs, food safety and integrity; and
- sales pipeline from opportunity to order receipt.
Financial risk assessment
The directors mitigate financial risk in the business by the following key controls:
- addressing raw material and energy costs by regular price management reviews and fixing of purchase contracts where desirable.
- careful monitoring of gross margin performance against forecast trends, with corrective action being taken where required on a monthly basis;
- managing customer dependency risk by having no single key customer's profitability being at a level which would severely impact of ongoing profitability;
- controlling inventory at a batch level to minimise obsolete or short shelf life write offs; and
- reviewing aged trade debtors and creditors monthly at senior management level, with all accounts working to pre- agreed credit limits.
C H Louwerse
Director
4 August 2025
ORCHARD VALLEY FOODS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company in the year under review was that of a supplier of food ingredients, dry mix blends, decorations and inclusions to the bakery, confectionery, ice cream/dessert and breakfast cereal manufacturers. The company has multi-channel distribution to the industrial, food service and retail markets, quick service restaurants and coffee shop chains.
Results and dividends
The results for the year are set out on page 8.
Dividends of £289,000 were paid in 2024 (2023: £nil)
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Downs
C H Louwerse
T A Osmundsen
U Osmundsen
T Stromstad
(Resigned 1 July 2025)
Future developments
It is the company's immediate objective to utilise its resources to achieve growth in revenue and continue to improve manufacturing efficiencies.
Auditor
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ORCHARD VALLEY FOODS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Strategic report
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to include the company's future developments in the Director's report.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The directors, after making enquiries and having considered the company's business, its financial plans and the facilities available to finance the business, have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have received confirmation from Orkla Food Ingredients AS, that it will provide ongoing financial support if required to the extent necessary to enable the Company to meet its financial liabilities as they fall due for a period of twelve months from the date of approval of these financial statements. Accordingly, the directors are comfortable with the company's ability to continue as a going concern and continue to adopt the going concern basis in preparing the financial statements.
On behalf of the board
C H Louwerse
Director
4 August 2025
ORCHARD VALLEY FOODS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ORCHARD VALLEY FOODS LTD
- 5 -
Opinion
We have audited the financial statements of Orchard Valley Foods Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of 12 months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
ORCHARD VALLEY FOODS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORCHARD VALLEY FOODS LTD
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
ORCHARD VALLEY FOODS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORCHARD VALLEY FOODS LTD
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material
misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Tom Mullard ACA (Senior statutory auditor)
For and on behalf of Azets Audit Services Ltd
Date:
4 August 2025
Chartered Accountants
Statutory Auditor
6th Floor, Bank House
8 Cherry Street
Birmingham
United Kingdom
B2 5AL
ORCHARD VALLEY FOODS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
35,810,722
37,140,360
Cost of sales
(23,724,716)
(25,387,280)
Gross profit
12,086,006
11,753,080
Administrative expenses
(9,259,459)
(9,391,480)
Other operating income
33,531
31,494
Operating profit
6
2,860,078
2,393,094
Interest receivable and similar income
7
80,877
121,579
Interest payable and similar expenses
8
(223,984)
(465,155)
Profit before taxation
2,716,971
2,049,518
Tax on profit
9
(891,121)
(164,827)
Profit for the financial year
1,825,850
1,884,691
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
ORCHARD VALLEY FOODS LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
1,649,487
1,855,376
Tangible assets
12
7,081,680
7,490,952
Investments
13
426,331
426,331
9,157,498
9,772,659
Current assets
Stocks
15
3,043,525
2,980,999
Debtors
16
6,204,013
6,454,051
Cash at bank and in hand
667,179
1,520,427
9,914,717
10,955,477
Creditors: amounts falling due within one year
17
(9,182,478)
(9,434,006)
Net current assets
732,239
1,521,471
Total assets less current liabilities
9,889,737
11,294,130
Creditors: amounts falling due after more than one year
18
(1,966,994)
(4,929,891)
Provisions for liabilities
Deferred tax liability
20
776,196
754,542
(776,196)
(754,542)
Net assets
7,146,547
5,609,697
Capital and reserves
Called up share capital
22
1,000
1,000
Merger reserves
25
(244,079)
(244,079)
Profit and loss reserves
7,389,626
5,852,776
Total equity
7,146,547
5,609,697
The financial statements were approved by the board of directors and authorised for issue on 4 August 2025 and are signed on its behalf by:
C H Louwerse
Director
Company Registration No. 04990639
ORCHARD VALLEY FOODS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Notes
Share capital
Merger reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
1,000
(244,079)
3,968,085
3,725,006
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,884,691
1,884,691
Balance at 31 December 2023
1,000
(244,079)
5,852,776
5,609,697
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
1,825,850
1,825,850
Dividends
10
-
-
(289,000)
(289,000)
Balance at 31 December 2024
1,000
(244,079)
7,389,626
7,146,547
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information
Orchard Valley Foods Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 4 Lower Teme Business Park, Burford, Tenbury Wells, Worcestershire, United Kingdom, WR15 8SZ.
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 pound.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This 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:
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 each category of financial instrument; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Orchard Valley Foods Ltd is a subsidiary of Orkla ASA and the results of Orchard Valley Foods Ltd are included in the consolidated financial statements of Orkla ASA which are publically available from Orkla ASA Drammensveien 149A Oslo, 0277, Oslo, Norway.
1.2
Going concern
The directors, after making enquiries and having considered the company's businesstrue, its financial plans and the facilities available to finance the business, have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have received confirmation from Orkla Food Ingredients AS, that it will provide ongoing financial support if required to the extent necessary to enable the Company to meet its financial liabilities as they fall due for a period of twelve months from the date of approval of these financial statements. Accordingly, the directors are comfortable with the company's ability to continue as a going concern and continue to adopt the going concern basis in preparing the financial statements.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The company recognises revenue when the amount of revenue can be measured reliably, when it is probably that future economic benefits will flow to the entity and when the significant risks and rewards of ownership have been transferred to the buyer, which is usually on dispatch of goods.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
Straight line over 10 years
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
Not applied
Leasehold land and buildings
10 to 50 years
Leasehold improvements
Over the term of the lease; 3 to 10 years straight line; 15% reducing balance
Plant and equipment
10% to 15% reducing balance; 3 to 25 years straight line
Fixtures and fittings
20% reducing balance
Computers
3 to 10 years straight line
Assets under construction
Not applied
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.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
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.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.16
Government grants
Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as depreciation on the asset to which the grant relates. The deferred element of the grant is included in creditors as deferred income.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.17
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.
1.18
Interest-bearing loans and borrowings
All interest-bearing loans and borrowings, which are basic financial instruments are initially recognised at the present value of cash payable to the bank (including interest). After initial recognition they are measured at amortised cost using the effective interest rate method. The effective interest rate amortisation is included in finance revenue in profit or loss.
2
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. The following are the company's key sources of estimation uncertainty.
In the opinion of the directors there are no material estimates or judgements within the financial statements.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Ingredients
5,814,514
6,332,051
Dairy supplies
2,407,435
2,234,590
Confections
15,569,489
15,765,188
Retail and food service/Manufacturing
10,266,927
10,066,068
Warehousing
89,616
345,681
Easter eggs
1,650,315
2,360,013
Other
12,426
36,769
35,810,722
37,140,360
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 17 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
30,542,223
30,410,749
Europe
4,559,666
5,131,150
United States of America
113,719
390
South America
53,217
126,615
Asia
105,219
5,690
Australia
108,070
485,579
Canada
1,360
702,169
South Africa
327,248
278,018
35,810,722
37,140,360
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Conversion and distribution
101
119
Selling general and administrative
64
62
Total
165
181
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
6,090,837
6,005,510
Social security costs
558,582
523,591
Pension costs
149,158
143,924
6,798,577
6,673,025
5
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
259,999
328,314
Company pension contributions to defined contribution schemes
-
3,110
Compensation for loss of office
51,431
62,228
311,430
393,652
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Directors' remuneration
(Continued)
- 18 -
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
259,999
131,720
6
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
79,669
101,674
Research and development costs
-
4,149
Government grants
(33,531)
(29,066)
Fees payable to the company's auditor for the audit of the company's financial statements
49,500
47,000
Non audit remuneration paid to auditors
31,443
62,969
Depreciation of owned tangible fixed assets
882,093
926,179
(Profit)/loss on disposal of tangible fixed assets
(19,652)
20,435
Amortisation of intangible assets
231,027
229,138
Operating lease charges
536,993
505,525
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
80,877
121,579
8
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
223,984
465,155
9
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
111,759
(286,030)
Group tax relief
757,708
329,298
Total current tax
869,467
43,268
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
2024
2023
£
£
(Continued)
- 19 -
Deferred tax
Origination and reversal of timing differences
(57,814)
176,554
Adjustment in respect of prior periods
79,468
(54,995)
Total deferred tax
21,654
121,559
Total tax charge
891,121
164,827
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:
2024
2023
£
£
Profit before taxation
2,716,971
2,049,518
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
679,243
482,047
Tax effect of expenses that are not deductible in determining taxable profit
20,651
14,410
Adjustments in respect of prior years
191,227
(341,025)
Effect of change in corporation tax rate
10,448
Enhanced capital allowance
(1,053)
Taxation charge for the year
891,121
164,827
Deferred tax has been calculated at a rate of 25% (2023: 25%).
10
Dividends
2024
2023
£
£
Interim paid
289,000
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
11
Intangible fixed assets
Software
£
Cost
At 1 January 2024
2,294,945
Additions
25,138
At 31 December 2024
2,320,083
Amortisation and impairment
At 1 January 2024
439,569
Amortisation charged for the year
231,027
At 31 December 2024
670,596
Carrying amount
At 31 December 2024
1,649,487
At 31 December 2023
1,855,376
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
12
Tangible fixed assets
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2024
213,638
3,558,387
1,053,135
68,133
5,030,247
51,293
107,804
10,082,637
Additions
6,219
133,644
248,280
76,369
8,309
472,821
At 31 December 2024
213,638
3,564,606
1,186,779
316,413
5,106,616
51,293
116,113
10,555,458
Depreciation and impairment
At 1 January 2024
235,909
466,458
1,780,292
51,293
57,733
2,591,685
Depreciation charged in the year
216,609
111,448
540,869
13,167
882,093
At 31 December 2024
452,518
577,906
2,321,161
51,293
70,900
3,473,778
Carrying amount
At 31 December 2024
213,638
3,112,088
608,873
316,413
2,785,455
45,213
7,081,680
At 31 December 2023
213,638
3,322,478
586,677
68,133
3,249,955
50,071
7,490,952
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
426,331
426,331
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Food Ingredients International Ltd
4 Lower Teme Business Park, Burford, Tenbury, Wells, WR15 8SZ
The company does not trade and is dormant
Ordinary
100.00
Orchard Valley Foods GmbH
Wilhelm-Theodor-Römheld-Str. 14, D-55130 Mainz, Germany
Distribution to foodservice and wholesale
Ordinary
100.00
15
Stocks
2024
2023
£
£
Raw materials
2,179,719
1,790,663
Work in progress
433,699
506,972
Finished goods
430,107
683,364
3,043,525
2,980,999
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
4,694,365
5,228,824
Corporation tax recoverable
800,000
619,858
Amounts owed by group undertakings
496,356
432,147
Other debtors
11,010
Prepayments and accrued income
213,292
162,212
6,204,013
6,454,051
Amounts owed from group undertakings are unsecured, interest free and repayable on demand.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
17
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Trade creditors
2,607,604
2,959,749
Amounts owed to group undertakings
5,030,330
4,834,256
Taxation and social security
350,822
736,370
Government grants
13,843
31,494
Other creditors
10,569
11,140
Accruals and deferred income
1,169,310
860,997
9,182,478
9,434,006
Amounts owed to group undertakings are unsecured, interest free and repayable on demand, with the exception of the Orkla Food Ingredients AS loan (note 19).
18
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Loans from group undertakings
19
1,562,490
4,509,506
Government grants
404,504
420,385
1,966,994
4,929,891
19
Loans and overdrafts
2024
2023
£
£
Loans from group undertakings
1,562,490
4,509,506
Payable after one year
1,562,490
4,509,506
Funds were received from the ultimate controlling party, Orkla ASA, for long term funding.
During the prior year, the loan counterparty was transferred from Orkla ASA to one of its subsidiary undertakings, Orkla Food Ingredients AS. All other terms of the loan remain unchanged.
The amount is due for repayment on 15 January 2027. Interest is accrued on a monthly basis and the rate is determined every month by Orkla ASA as being equal to the six month interbank rate plus a margin of 1.00%, increasing on 1 May 2024 to 2.25%, plus a risk mark-up. The amount owed is unsecured.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
776,196
754,542
2024
Movements in the year:
£
Liability at 1 January 2024
754,542
Charge to profit or loss
21,654
Liability at 31 December 2024
776,196
Deferred tax has been calculated at a rate of 25% (2023: 25%).
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
149,158
143,924
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
22
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1,000
1,000
1,000
1,000
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
ORCHARD VALLEY FOODS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
23
Financial commitments, guarantees and contingent liabilities
The company holds a tax deferment account of £100k (2023: £100k) with HMRC.
24
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
405,868
194,725
Between two and five years
1,229,377
76,873
In over five years
1,040,882
2,676,127
271,598
25
Merger reserve
During year ended 31 December 2022, subsequent to hive up, Orchard Valley Foods Limited (OVF) noted apparent impairment on its investment in Food Ingredients International Limited (FII) with FII net assets less than the investment value. This hive up constitutes movement of trade and assets between the legal entities and no change is noted on the net assets that OVF controls, thus, instead of recognising an impairment loss in Statement of comprehensive income, a reduction in cost of investment is recognised with a debit to merger reserve.
26
Related party transactions
The company has taken advantage of the exemptions, available in section 33.1A and 1.12 (e) of the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group and key management personnel compensation.
27
Ultimate controlling party
The immediate parent company is NIC Enterprises Limited, a company incorporated in England and Wales, which holds 100% of the share capital of Orchard Valley Foods Limited.
The ultimate parent company and controlling party is Orkla ASA, a company incorporated in Norway. The accounts are included within the consolidated accounts of Orkla ASA which are publically available from Orkla ASA Drammensveien 149A Oslo, 0277, Oslo, Norway.
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