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Registered number: 04818995
BELL FLAVOURS & FRAGRANCES LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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BELL FLAVOURS & FRAGRANCES LIMITED
REGISTERED NUMBER: 04818995
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 2 to 10 form part of these financial statements.
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Bell Flavours & Fragrances Limited (the 'Company') is a private company limited by shares and incorporated in England and Wales. Its registered office is Salisbury House, Salisbury Villas, Station Road, Cambridge, CB1 2LA. Its principal trading address is The Atrium and Barn Roof, 63 High Street, Ketton, PE9 3TE.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The Company made a loss of £21,423 for the year (2023 - £11,716) and had net liabilities of £184,364 at the year end (2023 - £162,941). The Company is heavily dependent on regular funding from its parent undertaking, Bell Flavors & Fragrances GmbH. The Company will need to receive further funding to continue for the foreseeable future.
The director has prepared forecasts to December 2026, which indicate that the Company needs additional finance in the short term to be able to meet its liabilities as they fall due and to continue to operate at budgeted spend without taking alternative measures to reduce the cost base to remain a going concern. The Company does not intend to renew the lease on its UK premises that is due to expire in December 2025, and there is uncertainty around how operations in the UK will continue after that date. Management of the parent undertaking, Bell Flavors & Fragrances GmbH, are actively evaluating strategic options, including relocation and restructuring.
The parent undertaking, Bell Flavors & Fragrances GmbH, has indicated that any decision regarding any potential changes to the UK operations are not expected to be effective until at least 12 months from the approval of these accounts. Furthermore, the parent undertaking has provided written confirmation that it intends to provide sufficient resources to support the Company so that it can meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months following the signing of these financial statements. As such, the director has concluded that the accounts should continue to be prepared on the going concern basis. However, there are indications that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern due to the uncertainty surrounding the future of UK operations.
No adjustments have been made relating to the recoverability and classification of recorded asset values and to the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in Other Comprehensive Income as qualifying cash flow hedges.
Foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'Administrative Expenses'.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Services and Marketing
Services and marketing revenue is recognised in the period in which the services are provided and in accordance with the underlying agreement that is in place.
Commissions
Commission revenue is recognised by the Company in line with revenue it generates for its parent company during the period, based on a fixed percentage of the sales value.
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OPERATING LEASES: THE COMPANY AS LESSEE
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
The Company operates a defined contribution pension scheme for its employees. A defined contribution pension scheme is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including amounts owed to group undertakings, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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FINANCIAL INSTRUMENTS (CONTINUED)
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Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as other debtors, trade and other creditors, and amounts owed to group undertakings.
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The average monthly number of employees, including directors, during the year was 2 (2023 - 2).
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Prepayments and accrued income
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Other creditors include contributions of £NIL (2023 - £872) payable to the Company's defined contribution pension scheme at the balance sheet date.
Amounts owed to group undertakings are unsecured and repayable on demand. These balances bear interest following the Euro Interbank Offered Rate (Euribor). The interest rate prevalent at the year end was 2.92%.
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ALLOTTED, CALLED UP AND FULLY PAID
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500 (2023 - 500) Ordinary shares of £1.00 each
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COMMITMENTS UNDER OPERATING LEASES
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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BELL FLAVOURS & FRAGRANCES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
There is no ultimate controlling party.
The immediate and ultimate parent undertaking of the Company is Bell Flavors & Fragrances GmbH, a company registered in Germany, based at Schimmelstrasse 1, 04205 Leipzig, Germany.
Bell Flavors & Fragrances GmbH prepares consolidated financial statements which can be obtained from the registered office of Bell Flavors & Fragrances GmbH, which is Schimmelstrasse 1, 04205 Leipzig, Germany. The results of Bell Flavours & Fragrances Limited have been excluded from these consolidated financial statements due to the size of the Company relative to the Group.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
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In their report, the auditor included a material uncertainty related to going concern section:
We draw attention to note 2.2 in the financial statements, which indicates that the Company made a loss of £21,423 for the year (2023 - £11,716) and had net liabilities of £184,364 at the year end (2023 - £162,941). The Company has a history of losses and current funding is insufficient to ensure the Company can meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months following the signing of these financial statements for the year ended 31 December 2024. Additional funding will be required from either the parent undertaking, or other sources. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 6 August 2025 by Thomas Hamilton (Senior Statutory Auditor) on behalf of Peters Elworthy & Moore.
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