| REGISTERED NUMBER: 15187310 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 4 October 2023 to 29 October 2024 |
| for |
| PFF Holdco Ltd |
| REGISTERED NUMBER: 15187310 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 4 October 2023 to 29 October 2024 |
| for |
| PFF Holdco Ltd |
| PFF Holdco Ltd (Registered number: 15187310) |
| Contents of the Consolidated Financial Statements |
| for the Period 4 October 2023 to 29 October 2024 |
| Page |
| Company information | 1 |
| Group strategic report | 2 |
| Report of the directors | 3 | to | 4 |
| Report of the independent auditors | 5 | to | 8 |
| Consolidated statement of comprehensive income | 9 |
| Consolidated statement of financial position | 10 |
| Company statement of financial position | 11 |
| Consolidated statement of changes in equity | 12 |
| Company statement of changes in equity | 13 |
| Consolidated statement of cash flows | 14 |
| Notes to the consolidated statement of cash flows | 15 |
| Notes to the consolidated financial statements | 16 | to | 25 |
| PFF Holdco Ltd |
| Company Information |
| for the Period 4 October 2023 to 29 October 2024 |
| Directors: |
| Registered office: |
| Business address: |
| Registered number: |
| Auditors: |
| Bank House |
| Broad Street |
| Spalding |
| Lincolnshire |
| PE11 1TB |
| PFF Holdco Ltd (Registered number: 15187310) |
| Group Strategic Report |
| for the Period 4 October 2023 to 29 October 2024 |
| The directors present their strategic report of the company and the group for the period 4 October 2023 to 29 October 2024. |
| Review of business |
| The company is a specialist supplier of UK-grown cut flowers to UK retail suppliers. |
| Principal risks and uncertainties |
| The business environment in this sector continues to experience price pressure due to constraints on consumer spending, against a background of increasing costs, leading to significant impact on trading margins. In common with others in the horticultural sector, the supply for seasonal labour is a significant challenge, along with strains in the supply chain. |
| The management team have invested heavily again in technologically advanced production facilities to enable the company to expand production capacity and adjust to the labour market. |
| The key risks and uncertainties facing the business are uncertain consumer demand as the cost of living crisis continues, the availability of appropriately skilled labour, the exchange rate and rising fuel, distribution and interest costs. The company has structured its funding in order to provide flexibility and promote sustainable growth. |
| The management have worked closely with customers, suppliers and staff throughout this period to maintain supplies, monitor cashflow and ensure the long term sustainability of the business. |
| Development and performance |
| The company has invested to mitigate its business risk in the last twelve months by: |
| - Investing in further automating the production and packing facilities; |
| - Focussing its product range in line with market demand; |
| - Developing its customer focus and strengthening its relationships; |
| - Strengthening the management team. |
| - Forming closer alliances with key suppliers. |
| Financial key performance indicators |
| We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company, these being gross profit and profit before tax. The gross profit increased by £3,825,716 reflecting the increase in turnover and gross profit as the company improves its labour efficiency through investment and innovation. The company has invested £7,567,904 in fixed assets in the year. This investment has increased overheads by £1,749,573 with net profit of 14.1% of turnover. |
| Future developments |
| The company aims to maintain the management policies that have resulted in the company's growth in recent years, seeking to maintain the gross profit margin and promote the long term development of the business. |
| On behalf of the board: |
| PFF Holdco Ltd (Registered number: 15187310) |
| Report of the Directors |
| for the Period 4 October 2023 to 29 October 2024 |
| The directors present their report with the financial statements of the company and the group for the period 4 October 2023 to 29 October 2024. |
| Incorporation |
| The group was incorporated on 4 October 2023 . |
| Dividends |
| The total distribution of dividends for the period ended 29 October 2024 will be £ 20,800 . |
| During the year dividends were paid amounting to £20,800. |
| Directors |
| The directors who have held office during the period from 4 October 2023 to the date of this report are as follows: |
| Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Group strategic report, the Report of the directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group 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; |
| - | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| PFF Holdco Ltd (Registered number: 15187310) |
| Report of the Directors |
| for the Period 4 October 2023 to 29 October 2024 |
| Auditors |
| The auditors, Moore Thompson, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| On behalf of the board: |
| Report of the Independent Auditors to the Members of |
| PFF Holdco Ltd |
| Opinion |
| We have audited the financial statements of PFF Holdco Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 29 October 2024 which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows and Notes to the consolidated statement of cash flows, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 29 October 2024 and of the group's profit for the period then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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. |
| Report of the Independent Auditors to the Members of |
| PFF Holdco Ltd |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group strategic report and the Report of the directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Report of the directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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 Statement of directors' responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| PFF Holdco Ltd |
| Auditors' 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 a Report of the auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| The extent to which the audit was considered capable of detecting irregularities including fraud |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - we identified the laws and regulations applicable to the company through discussions with directors and other management; |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
| - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions; |
| - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
| - investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; |
| Report of the Independent Auditors to the Members of |
| PFF Holdco Ltd |
| - reading the minutes of meetings of those charged with governance; |
| - enquiring of management as to actual and potential litigation and claims; |
| - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the auditors. |
| 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 a Report of the auditors 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. |
| for and on behalf of |
| Bank House |
| Broad Street |
| Spalding |
| Lincolnshire |
| PE11 1TB |
| PFF Holdco Ltd (Registered number: 15187310) |
| Consolidated Statement of Comprehensive Income |
| for the Period 4 October 2023 to 29 October 2024 |
| Notes | £ |
| Turnover | 4 | 22,162,852 |
| Cost of sales | 15,535,863 |
| Gross profit | 6,626,989 |
| Administrative expenses | 3,289,903 |
| 3,337,086 |
| Other operating income | 4,243 |
| Operating profit | 7 | 3,341,329 |
| Interest receivable and similar income | 50 |
| 3,341,379 |
| Interest payable and similar expenses | 8 | 217,119 |
| Profit before taxation | 3,124,260 |
| Tax on profit | 9 | 840,921 |
| Profit for the financial period |
| Other comprehensive income | - |
| Total comprehensive income for the period |
2,283,339 |
| Profit attributable to: |
| Owners of the parent | 2,283,339 |
| Total comprehensive income attributable to: |
| Owners of the parent | 2,283,339 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Consolidated Statement of Financial Position |
| 29 October 2024 |
| Notes | £ | £ |
| Fixed assets |
| Intangible assets | 12 | 160,000 |
| Tangible assets | 13 | 11,117,249 |
| Investments | 14 | - |
| 11,277,249 |
| Current assets |
| Stocks | 15 | 2,219,707 |
| Debtors | 16 | 1,221,943 |
| Cash at bank and in hand | 1,692,239 |
| 5,133,889 |
| Creditors |
| Amounts falling due within one year | 17 | 5,868,966 |
| Net current liabilities | (735,077 | ) |
| Total assets less current liabilities | 10,542,172 |
| Creditors |
| Amounts falling due after more than one year |
18 |
(2,186,040 |
) |
| Provisions for liabilities | 21 | (915,074 | ) |
| Net assets | 7,441,058 |
| Capital and reserves |
| Called up share capital | 22 | 10,000 |
| Retained earnings | 23 | 7,431,058 |
| Shareholders' funds | 7,441,058 |
| The financial statements were approved by the Board of Directors and authorised for issue on 1 August 2025 and were signed on its behalf by: |
| D M Pickford - Director |
| PFF Holdco Ltd (Registered number: 15187310) |
| Company Statement of Financial Position |
| 29 October 2024 |
| Notes | £ | £ |
| Fixed assets |
| Intangible assets | 12 |
| Tangible assets | 13 |
| Investments | 14 |
| Current assets |
| Debtors | 16 |
| Creditors |
| Amounts falling due within one year | 17 |
| Net current liabilities |
| Total assets less current liabilities |
| Capital and reserves |
| Called up share capital | 22 |
| Shareholders' funds |
| Company's profit for the financial year | - |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PFF Holdco Ltd (Registered number: 15187310) |
| Consolidated Statement of Changes in Equity |
| for the Period 4 October 2023 to 29 October 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 10,000 | - | 10,000 |
| Dividends | - | (20,800 | ) | (20,800 | ) |
| Total comprehensive income | - | 2,283,339 | 2,283,339 |
| Balance at 29 October 2024 | 10,000 | 2,262,539 | 2,272,539 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Company Statement of Changes in Equity |
| for the Period 4 October 2023 to 29 October 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Balance at 29 October 2024 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Consolidated Statement of Cash Flows |
| for the Period 4 October 2023 to 29 October 2024 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 7,082,567 |
| Interest paid | (27,886 | ) |
| Interest element of hire purchase payments paid |
(189,233 |
) |
| Tax paid | (80,811 | ) |
| Net cash from operating activities | 6,784,637 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (200,000 | ) |
| Purchase of tangible fixed assets | (7,567,904 | ) |
| Sale of tangible fixed assets | 72,500 |
| Cash on acquisition of subsidiary | 1,314,405 |
| Interest received | 50 |
| Net cash from investing activities | (6,380,949 | ) |
| Cash flows from financing activities |
| Loan repayments in year | 1,680 |
| Capital repayments in year | 1,297,671 |
| Share issue | 10,000 |
| Equity dividends paid | (20,800 | ) |
| Net cash from financing activities | 1,288,551 |
| Increase in cash and cash equivalents | 1,692,239 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
1,692,239 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Statement of Cash Flows |
| for the Period 4 October 2023 to 29 October 2024 |
| 1. | Reconciliation of profit before taxation to cash generated from operations |
| £ |
| Profit before taxation | 3,124,260 |
| Depreciation charges | 1,016,915 |
| Loss on disposal of fixed assets | 28,373 |
| Finance costs | 217,119 |
| Finance income | (50 | ) |
| 4,386,617 |
| Increase in stocks | (643,317 | ) |
| Decrease in trade and other debtors | 4,550,788 |
| Decrease in trade and other creditors | (1,211,521 | ) |
| Cash generated from operations | 7,082,567 |
| 2. | Cash and cash equivalents |
| The amounts disclosed on the Statement of cash flows in respect of cash and cash equivalents are in respect of these Statement of financial position amounts: |
| Period ended 29 October 2024 |
| 29.10.24 | 4.10.23 |
| £ | £ |
| Cash and cash equivalents | 1,692,239 | - |
| 3. | Analysis of changes in net debt |
| At 4.10.23 | Cash flow | At 29.10.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | - | 1,692,239 | 1,692,239 |
| - | 1,692,239 | 1,692,239 |
| Debt |
| Finance leases | - | (2,881,527 | ) | (2,881,527 | ) |
| Debts falling due within 1 year | - | (52,619 | ) | (52,619 | ) |
| Debts falling due after 1 year | - | (96,031 | ) | (96,031 | ) |
| - | (3,030,177 | ) | (3,030,177 | ) |
| Total | - | (1,337,938 | ) | (1,337,938 | ) |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements |
| for the Period 4 October 2023 to 29 October 2024 |
| 1. | Statutory information |
| PFF Holdco Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | Statement of compliance |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| 3. | Accounting policies |
| Basis of preparing the financial statements |
| 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. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. |
| Estimation of useful life |
| The useful economic life used to amortise intangible assets and depreciate tangible fixed assets relates to the expected future performance of the assets acquired and management's estimate of the period over which economic benefit will be derived from the asset. |
| Estimation of residual value |
| The residual value of an asset is the estimated fair value of that asset at the end of its useful economic life and therefore is also dependent upon the estimation of that life span. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Goodwill |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 3. | Accounting policies - continued |
| Tangible fixed assets |
| Depreciation |
| Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows: |
| Freehold property | - | Not depreciated / 2%, 4%, 5% straight line |
| Glasshouses | - | 5% straight line |
| Plant and machinery | - | 4, 5, 10, 15 years straight line / 20% reducing balance |
| Fixtures and fittings | - | 4 years straight line |
| Equipment | - | 3 years straight line |
| Motor Vehicles | - | 25% reducing balance |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Financial instruments |
| 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 entity after deducting all of its financial liabilities. |
| Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. |
| Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 3. | Accounting policies - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Provisions |
| Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. |
| Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises. |
| 4. | Turnover |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| £ |
| Sale of goods | 22,162,852 |
| 22,162,852 |
| 5. | Employees and directors |
| £ |
| Wages and salaries | 1,898,364 |
| Social security costs | 182,859 |
| Other pension costs | 29,729 |
| 2,110,952 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 5. | Employees and directors - continued |
| The average number of employees during the period was as follows: |
| Management staff | 3 |
| Administrative staff | 3 |
| Production staff | 60 |
| 6. | Directors' emoluments |
| 2024 |
| £ |
| Director's | 128,300 |
| Director's retirement benefits | - |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 |
| 7. | Operating profit |
| The operating profit is stated after charging: |
| £ |
| Depreciation - owned assets | 976,915 |
| Loss on disposal of fixed assets | 28,373 |
| Goodwill amortisation | 40,000 |
| Auditors' remuneration | 15,400 |
| 8. | Interest payable and similar expenses |
| £ |
| Bank interest | 1,529 |
| Loan | 26,357 |
| Hire purchase | 189,233 |
| 217,119 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 9. | Taxation |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 861,011 |
| Deferred tax | (20,090 | ) |
| Tax on profit | 840,921 |
| 10. | Individual statement of comprehensive income |
| As permitted by Section 408 of the Companies Act 2006, the Income statement of the parent company is not presented as part of these financial statements. |
| 11. | Dividends |
| £ |
| Ordinary A shares shares of £1 each |
| Final | 20,800 |
| 12. | Intangible fixed assets |
| Group |
| Goodwill |
| £ |
| Cost |
| Additions | 200,000 |
| At 29 October 2024 | 200,000 |
| Amortisation |
| Amortisation for period | 40,000 |
| At 29 October 2024 | 40,000 |
| Net book value |
| At 29 October 2024 | 160,000 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 13. | Tangible fixed assets |
| Group |
| Improvements |
| Freehold | to | Plant and |
| property | property | machinery |
| £ | £ | £ |
| Cost |
| At 4 October 2023 | 385,625 | - | 7,688,484 |
| Additions | 3,648,418 | 719,646 | 3,176,981 |
| Disposals | (60,000 | ) | - | (109,700 | ) |
| At 29 October 2024 | 3,974,043 | 719,646 | 10,755,765 |
| Depreciation |
| At 4 October 2023 | 9,884 | - | 3,439,208 |
| Charge for period | 16,982 | 17,991 | 937,916 |
| Eliminated on disposal | - | - | (68,827 | ) |
| At 29 October 2024 | 26,866 | 17,991 | 4,308,297 |
| Net book value |
| At 29 October 2024 | 3,947,177 | 701,655 | 6,447,468 |
| At 3 October 2023 | 375,741 | - | 4,249,276 |
| Fixtures |
| and | Motor | Computer |
| fittings | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| Cost |
| At 4 October 2023 | 2,982 | - | 7,566 | 8,084,657 |
| Additions | - | 22,327 | 532 | 7,567,904 |
| Disposals | - | - | - | (169,700 | ) |
| At 29 October 2024 | 2,982 | 22,327 | 8,098 | 15,482,861 |
| Depreciation |
| At 4 October 2023 | 2,982 | - | 5,450 | 3,457,524 |
| Charge for period | - | 2,791 | 1,235 | 976,915 |
| Eliminated on disposal | - | - | - | (68,827 | ) |
| At 29 October 2024 | 2,982 | 2,791 | 6,685 | 4,365,612 |
| Net book value |
| At 29 October 2024 | - | 19,536 | 1,413 | 11,117,249 |
| At 3 October 2023 | - | - | 2,116 | 4,627,133 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 14. | Fixed asset investments |
| Company |
| Shares in |
| group |
| undertaking |
| £ |
| Cost |
| Additions |
| At 29 October 2024 |
| Net book value |
| At 29 October 2024 |
| The above investment represents the acquisition of 100% of the share capital of Poplar Farm Flowers Limited, Aps Pierson Way Enterprise Campus, Alconbury Weald, Huntingdon, Cambridgeshire, England, PE28 4YA |
| 15. | Stocks |
| Group |
| £ |
| Stocks | 2,219,707 |
| 16. | Debtors: amounts falling due within one year |
| Group | Company |
| £ | £ |
| Trade debtors | 917,922 |
| VAT | 269,106 |
| Called up share capital not paid | - |
| Prepayments and accrued income | 34,915 |
| 1,221,943 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 17. | Creditors: amounts falling due within one year |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 19) | 52,619 |
| Hire purchase contracts (see note 20) | 791,518 |
| Trade creditors | 1,808,857 |
| Corporation tax | 860,988 |
| Social security and other taxes | 27,091 |
| Other creditors | 7,610 |
| No description | 2,217,459 | - |
| Accruals and deferred income | 102,824 |
| 5,868,966 |
| HSBC UK hold a debenture dated December 2024 which contains a fixed charge and floating charges over all property and undertakings of the company. |
| 18. | Creditors: amounts falling due after more than one year |
| Group |
| £ |
| Bank loans (see note 19) | 96,031 |
| Hire purchase contracts (see note 20) | 2,090,009 |
| 2,186,040 |
| 19. | Loans |
| An analysis of the maturity of loans is given below: |
| Group |
| £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 52,619 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 47,619 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 48,412 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 20. | Leasing agreements |
| Minimum lease payments fall due as follows: |
| Group |
| Hire |
| purchase |
| contracts |
| £ |
| Net obligations repayable: |
| Within one year | 791,518 |
| Between one and five years | 2,090,009 |
| 2,881,527 |
| 21. | Provisions for liabilities |
| Group |
| £ |
| Deferred tax | 915,074 |
| Group |
| Deferred |
| tax |
| £ |
| Provided during period | (20,090 | ) |
| Subsidiary at acquisition | 935,164 |
| Balance at 29 October 2024 | 915,074 |
| 22. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| Ordinary A shares | £1 | 7,000 |
| Ordinary B shares | £1 | 1,500 |
| Ordinary A shares | £1 | 1,500 |
| 10,000 |
| PFF Holdco Ltd (Registered number: 15187310) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 4 October 2023 to 29 October 2024 |
| 23. | Reserves |
| Group |
| Retained |
| earnings |
| £ |
| At 4 October 2023 | 5,168,519 |
| Profit for the period | 2,283,339 |
| Dividends | (20,800 | ) |
| At 29 October 2024 | 7,431,058 |
| 24. | Related party disclosures |
| During the year, the group made sales of £nil (2023: £nil) to and purchases of £2,085,870 (2023: £4,741,565) from other related parties. At the year end a balance of £2,217,459 (2023:-£1,808,169) was owed to these entities. |
| 25. | Ultimate controlling party |
| The ultimate parent undertaking is AMC Group, Fresh & Juices SA, a company incorporated in Spain. Consolidated accounts are available from Apartado 4090, 30080 Murcia, Spain. AMC Group, Fresh & Juices is ultimately controlled by Alvaro Munoz Beraza. |