| MORECO GROUP LIMITED |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| MORECO GROUP LIMITED |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 7 |
| Report of the Independent Auditors | 11 |
| Income Statement | 14 |
| Other Comprehensive Income | 15 |
| Balance Sheet | 16 |
| Statement of Changes in Equity | 17 |
| Notes to the Financial Statements | 18 |
| MORECO GROUP LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| First Floor, Woburn Court |
| 2 Railton Road |
| Woburn Rd Ind Est |
| Kempston |
| Bedfordshire |
| MK42 7PN |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| The Directors present their strategic report on the affairs of Moreco Group Limited, also known and trading as Milk and More ("the Company") for the year ended 28 December 2024. |
| REVIEW OF BUSINESS |
| Moreco Group Ltd operates Milk & More, a direct-to-door grocery and dairy delivery service powered by one of the UK's largest electric vehicle fleets in the sector. The business delivers sustainable, refillable goods to households before 7am, aligning with evolving consumer demands. Freshways owners acquired the business from Müller at the end of 2023. 2024 marked a pivotal turnaround year for Moreco Group Ltd. Under the Freshways management team, the business underwent a strategic and operational transformation that led to a £20.3 million year-on-year EBITDA improvement, swinging from a loss of £18.4 million in FY23 to a profit of £1.9 million in FY24. Despite a drop in revenue due to the volume contraction and portfolio reshaping, the business significantly improved margins, reduced costs, and restructured to a sustainable long term business model. |
| Importantly, after nine months of sustained effort, the business successfully halted customer decline and has since returned to growth. As of year-end 2024, Milk & More was adding approximately 2,000 new customers per week, driven by the introduction of a canvassing team of over 100 door-to-door salespeople -a key investment in revitalising customer acquisition and expanding the brand's reach. |
| Financial Analysis (2024) |
| - Revenue: £121.97 million (down 13.8% YoY) |
| - Gross Profit: £77.9 million (down 9.9% YoY) |
| - EBITDA: £1.9 million (vs. £18.4 million loss in FY23) |
| - Gross Margin: 63.8% (up from 61.0%) |
| Key drivers of performance included: |
| - Significant COGS reduction due to vertical integration with Freshways |
| - £13.5M reduction in direct costs (logistics, fuel, vehicles, staff) |
| - £15M reduction in overheads |
| - Investment in new routing, CRM, and EV fleet optimisation |
| Ownership and Strategic Changes The Freshways acquisition has provided the business with the opportunity to overhaul cost structures and supply chains. Core changes included: |
| - Elimination of legacy overheads and management fees |
| - Milk supply shifted to in-house sourcing |
| - Reinvestment in tech platforms and vehicle tracking |
| - Implementation of lean staffing and operational excellence |
| Turnaround Strategy and Impact |
| - £20.3 million EBITDA swing achieved via cost discipline and system improvements |
| - Supply chain and routing digitalisation improved delivery efficiency |
| - Reallocation of spend from corporate overheads to customer-facing services |
| - Tight control of cash and capex to maintain operational liquidity |
| Outlook and Conclusion FY24 was a foundational turnaround year under new ownership. The management team delivered substantial cost reductions, reversed EBITDA performance, and stabilised operations. With a clear path to profitability, Moreco Group is strategically positioned for sustainable growth in 2025 and beyond. Its owners take confidence in the sharp trajectory improvement and look forward to the continued execution of a credible and disciplined transformation plan. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Company operates in a highly competitive market, facing competition from both traditional retailers and emerging online grocery delivery services during a very challenging period for the food and grocery industry, with widespread labour and supply chain challenges and high inflation at the beginning of the year. |
| The primary operational risks of the Company includes environmental, health and safety and IT / power failures. Documented procedures are in place to manage all these risks. Disaster recovery procedures exist in the event of power and IT outages and are implemented when required. |
| The primary commercial risks include secure sourcing of raw materials, fluctuations in oil price and commodity priced by-products and regulatory compliance. All of these areas are proactively managed to ensure risks are identified and mitigated at the earliest opportunity. |
| The Company has a small percentage of its business concentrated in a small number of multiple retailers which is reflected in our trade receivables balance. The credit risk associated with this is limited as the customers are either schools or businesses with high credit ratings or the Company has credit insurance in place to mitigate the risk of exposure. Individual customers pay when ordering, in advance of products being delivered, this removes any risk of customers not paying after the delivery of goods. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| STATEMENT BY THE DIRECTORS RELATING TO THEIR STATUTORY DUTIES UNDER SECTION 172 |
| The Directors, in line with their duties under s172 of the Companies Act 2006, act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to factors (a) to (e): |
| a. the likely consequences of any decision in the long term; |
| b. the interests of the Company's employees; |
| c. the need to foster the Company's business relationships with suppliers, customers and others; |
| d. the impact of the Company's operations on the community and the environment, and; |
| e. the desirability of the Company maintaining a reputation for high standards of business conduct. |
| Long term consequences of business decisions: |
| Consideration of long term consequences are an inherent part of the Company's decision making processes. As a privately-owned Company, the Directors consider that the interests of the Company and its ultimate owners are aligned in seeking sustainable value creation over the longer term through the Company's operations, promoting long term strategic decision |
| Interests of the Company's employees: |
| The Directors promote a culture of upholding the highest standards of business conduct and regulatory conduct. The Directors ensure these core values are communicated to the Company's employees and embedded in the |
| Company's policies and procedures, employee induction and training programmes and its risk control and oversight framework. |
| Identification of, and engagement with, stakeholder groups: |
| The Directors recognise the importance of maintaining strong relationships with its stakeholders in order to create sustainable long term value, and the Directors encourage active dialogue and transparency with all its stakeholder groups. The Company's key stakeholders are: |
| - Employees |
| - Shareholders |
| - Customers |
| - Suppliers |
| - Community and Environment |
| - Regulators |
| The views of and the impact of the Company's activities on those stakeholders are an important consideration for the Directors when making relevant decisions. The size and spread of the Company means that stakeholder engagement takes place at an operational and Group level. |
| Employees - the Directors encourage a culture that embraces difference and seeks to empower people so that they can thrive. Employees are key to the success of our business. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our team's productivity and our individual employees' potential within the business. The in-house Learning and Development team have developed an internal learning management system offering a variety of online courses available to all employees. |
| We continually invest in employee development and wellbeing to create and encourage an inclusive culture within the organisation. Our employee appraisal programme encourages employee feedback and facilities the opportunity for both employees and managers to set performance goals on an annual basis. The Directors are committed to the health and safety of all our employees and maintains systems and processes to ensure everyone is able to work safely. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| Shareholders - we aim to provide clear information to our ultimate shareholders, being honest and transparent as to the performance of the business. |
| Customers - The Directors believe that the Company's long term sustainability is driven by understanding customer needs and acting in their best interests. We regularly monitor consumer trends, continue to promote the health benefits provided by our products and continue to focus on new product development. |
| Suppliers - Our suppliers are fundamental to the quality of our products and to ensuring that as a business we meet the high standards of conduct that we set ourselves. We work with a wide range of suppliers both in the UK and the European Union. We remain committed to being fair and transparent in our dealings with all of our suppliers. |
| Community and the Environment - the Company has a Group Environmental Policy committing us to reducing our environmental impacts, including climate change. There is an environmental management systems certified to BE EN ISO 14001 and the Company measures our carbon footprint and reports on these each period. |
| Regulators - We work with our regulators in an open and proactive manner to help develop regulations that meet the needs of all our stakeholders. The Directors intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards and good governance expected of a regulated business like ours. In doing so, we believe we will achieve our long-term business strategy and further develop our reputation in our sector. We have an internal legal department to ensure that the Company complies with all legal and regulatory requirements. |
| Political Donations |
| No donations were made for political purposes (2023: NIL). |
| KEY PERFORMANCE INDICATORS |
| The Directors monitor the performance of the business both financially and operationally with a comprehensive suite of Key Performance Indicators (KPI) which cover all areas of the business are shared with all staff and customers as appropriate. |
| Financial: Sales, net profit/(loss), gross margin, capital expenditure and debtor ageing. |
| Customer: Complaints/million units and service levels. |
| The directors are of the opinion that analysis using KPI's is not necessary in the report for an understanding of the development, performance, or state of the business. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| SUSTAINABILITY |
| Moreco Group Limited actively embraces corporate and social responsibility, maintaining a positive attitude towards the environment, nutritional needs and the effect of its operations on the community at large. A zero-waste and no pointless plastic policy is maintained. The business supports a circular economy approach, operating return logistics collection on an expanded number of product lines in addition to its glass milk bottles, which are already collected, washed and reused on average 28 times, saving on average 1,600 tons of plastic every year. Additionally, we believe the Company is operating one of the UKs largest EV fleet significantly reducing carbon emissions. |
| Milk and More glass bottles are reused on average 28 times |
| Eighty per cent of Milk and More products are also sold in Zero Waste packaging. |
| 97% of all Milk and More's volume sold, is in packaging that is either reusable, recyclable or compostable. |
| Milk and More has over 500 electric vehicles. Our electric fleet travels approximately 10 million miles a period or 400 times around the world / saving 4,335 tonnes of carbon vs if we used diesel vehicles. |
| ON BEHALF OF THE BOARD: |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the period 1st January 2024 to 28th December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the Company is the provision of a curated selection of sustainable, refill focused products, delivered to customer doorsteps by 7am in the morning. The range they offer covers milk, milk alternatives and a variety of other grocery and home products. The mission is to provide UK consumers convenience coupled with eco-friendly options for regular, recurring orders as well as one-off top-up orders. |
| The concept of regular deliveries on localised, optimised routes helps drive down both food waste and unnecessary food miles, and is delivered via our own vehicles including a fleet of electric vehicles. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 28th December 2024. |
| FUTURE DEVELOPMENTS |
| The Company is continuing the development of the milestones outlined in the Review of the Business in the Strategic Report (page 2). |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report. |
| RISK MANAGEMENT |
| The credit risk is managed internally and via an external insurance provider. |
| GENERAL INFORMATION |
| Moreco Group Limited is a Company incorporated in the United Kingdom on 29 July 2021. |
| During the year, the Directors considered the ultimate controlling parties of the Company to be Mr A Hussain and Mr RS Nijjar. |
| During the year, the Directors considered the ultimate controlling Company to be Moreco Holdco Limited, whose principal place of business is Second Floor Park View, Riverside Way, Camberley, GU15 3YL |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| GOING CONCERN |
| The Directors have conducted a comprehensive review of the Company's financial position and its ability to continue as a going concern, in accordance with the principles set out in UK GAAP (FRS 102, Section 3.8). This assessment has considered the Company's operations, cash flows, liquidity, and broader financial arrangements within the context of the business environment in which it operates. |
| The Company has moved to sourcing its milk directly, supported by the parent company's logistics network, enhancing both cost-effectiveness and supply chain reliability. |
| - Management and administrative overhaul - achieved cost savings through the reduction of previous Parent management charges, a head office restructure, and the optimisation of the Company call centre operations through relocation. |
| - Operational efficiencies - focused on the removal of non-value-added activities and overheads, alongside a strategic reduction in intensive capital expenditure, to streamline operations and improve financial performance. |
| The Directors are confident that these measures have positioned the Company on a path to profitability in the second half of FY25 and ensure its long-term success. The positive impacts of these initiatives have already begun to materialize, with improved operational efficiencies and reduced costs contributing to the financial stability of the Company. |
| Furthermore, in assessing the Company's ability to continue as a going concern, the Directors have prepared cash flow forecasts for a period of not less than twelve months from the date of signing these accounts. These forecasts take into account the Company's current financial position, the expected impact of the strategic measures implemented, and the continued support from our parent company. Based on these forecasts and current financial indicators, the Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. |
| Accordingly, the financial statements have been prepared on a going concern basis, reflecting the Directors' belief that the Company will continue to meet its liabilities as they fall due. |
| On this basis, the Directors of the Company believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements. |
| DISABLED PERSON |
| The company is committed to promoting equal opportunities in all aspects of employment, including recruitment, pay and conditions, training, appraisal, promotion, conduct at work, disciplinary and grievance procedures and termination of employment. We commit to ensuring employees are not discriminated for reason relating to their disability. |
| We will take reasonable steps to ensure: |
| - Recruitment processes and terms of employment do not discriminate for reasons related to disability; |
| - Opportunities offered for promotion, transfer, training or other benefits are the same for all employees; |
| - A disabled person is not put at a disadvantage because of their disability and all reasonable adjustments are reviewed. |
| Where an employee becomes disabled whilst employed by the Company, arrangements are made, wherever possible, for re-training in order to perform a job identified as appropriate to the aptitudes and abilities of the individual concerned. Involvement in the performance of the Company is encouraged by means of incentive schemes linked to the performance of the Company on a number of measures. The Company places considerable value on the involvement of its employees and keeps them informed on matters affecting them as employees and on the various factors affecting the performance of the business. Communication is made via regular meetings with senior management, notice boards and the Company intranet. |
| CARBON REPORTING |
| During the financial year, the Company has produced 6,657 tonnes (T) of carbon, at a rate of 0.00005 T/£revenue, and used 26,531,333 kWh of energy. The data is obtained from all the Company's energy sources and is calculated using the GHG Reporting Protocol - Corporate Standard and latest UK Government Conversion Factors. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| Emissions with CO2 equivalent |
| Scope 1 |
| Emissions Type | kWh | Tonnes CO2 e |
| Gas consumption | 274,789 | 50.26 |
| Owned Transport Class III | 13,933,556 | 3,330.40 |
| Total | 4,111.66 |
| Scope 2 |
| Emissions Type | kWh | Tonnes CO2 e |
| Purchased electricity | 12,295,727 | 2,545.83 |
| Total | 2,545.83 |
| Tonnes CO2 e |
| Total Emissions | 6,657.49 |
| Intensity ratio |
| Turnover (£) | £121,973,168 |
| Total Tonnes CO2 | 6,657.49 |
| Intensity ratio (Tonnes CO2 per £1 Turnover) | 0.00005 |
| Intensity ratio (Tonnes CO2 per Employee) | 6.68 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the 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). 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 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. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 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 company'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 company's auditors are aware of that information. |
| AUDITORS |
| The auditors, HW Bedford Limited, 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 |
| MORECO GROUP LIMITED |
| Qualified opinion |
| We have audited the financial statements of Moreco Group Limited (the 'company') for the period ended 28th December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements: |
| - give a true and fair view of the state of the company’s affairs as at 28 December 2024 and of the company's financial performance for the year then ended; |
| - have been properly prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRSs); and |
| - have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for qualified opinion |
| The company underwent an extensive administrative reorganisation process after the Company was sold to Moreco Holdco Limited, a transaction completed during the prior year. During the year under review, the Company transitioned from a legacy accounting system to a new system, with limited access to the former. A limitation of scope arose during the year under review which resulted in limited audit evidence available regarding revenue and journals for the period before the transition. Despite the above limitations, we found no material uncertainty that would cast significant doubt on the Company's ability to continue as a going concern for at least the next 12 months. In addition, were any adjustments to the revenue to be required, the strategic report would also need to be amended. |
| The opening balances of retained earnings include transactions from the prior period for which a limitation of scope was evident. As a result, we were unable to determine whether adjustment were necessary to correct these balances. Consequently, we were unable to verify the impact of these balances brought forward on the financial position for the current period under review. |
| 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 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 qualified 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 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. |
| Key audit matters |
| Except for the matters described in the basis for qualified opinion section, we have determined that there are no key audit matters to be communicated in our report. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MORECO GROUP LIMITED |
| Other information |
| The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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. |
| As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the revenue and journals. We have concluded that where the other information refers to revenue, it may be materially misstated for the same reason. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the 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. |
| Matters on which we are required to report by exception |
| Except for the matter described in the basis for qualified opinion section of our report, 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. |
| Arising solely from the limitation of scope of our work highlighted in the basis for opinion paragraph: |
| - we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
| - we were unable to determine whether adequate accounting records have been kept. |
| 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, or returns adequate for our audit have not been received from branches |
| not visited by us; |
| - 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MORECO GROUP LIMITED |
| 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. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| * Identifying and assessing the controls management has in place to prevent and detect fraud; |
| * Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; |
| * Challenging assumptions and judgments made by management in its significant accounting estimates and judgments pertaining to the assessment and evaluation of potential fixed asset impairment indicators, fixed asset dilapidation estimates and deferred tax recognition. |
| * Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and |
| * Assessing the extent of compliance with the relevant laws and regulations. |
| There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions. |
| 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 |
| First Floor, Woburn Court |
| 2 Railton Road |
| Woburn Rd Ind Est |
| Kempston |
| Bedfordshire |
| MK42 7PN |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| INCOME STATEMENT |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| Period | Year Ended |
| 1/1/24 to 28/12/24 | 31/12/23 |
| as restated |
| Notes | £ | £ | £ |
| TURNOVER | 5 |
| Cost of sales |
| GROSS PROFIT |
| Distribution costs |
| Administrative expenses |
| 83,156,957 | 121,322,185 |
| (5,283,856 | ) | (34,925,289 | ) |
| Other operating income |
| OPERATING LOSS | 7 | ( |
) | ( |
) |
| Income from shares in group undertakings |
| Interest receivable and similar income |
| 283 | 13,292,109 |
| (5,283,573 | ) | (21,589,789 | ) |
| Interest payable and similar expenses | 9 |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 10 |
| LOSS FOR THE FINANCIAL PERIOD | ( |
) | ( |
) |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| Notes | £ | £ |
| LOSS FOR THE PERIOD | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME |
| Group reconstruction investment in sub |
| Income tax relating to other comprehensive income |
| OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
( |
) |
| Note |
| Prior year adjustment | 11 | ( |
) |
| TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
(10,495,267 |
) |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| BALANCE SHEET |
| 28TH DECEMBER 2024 |
| 2024 | 2023 | 2023 |
| as restated |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 12 |
| Tangible assets | 13 |
| Investments | 14 |
| CURRENT ASSETS |
| Stocks | 15 |
| Debtors | 16 | 7,720,042 |
| Cash at bank and in hand |
| 10,726,238 |
| CREDITORS |
| Amounts falling due within one year | 17 | ( |
) | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year | 18 | ( |
) |
| PROVISIONS FOR LIABILITIES | 22 | ( |
) | ( |
) | ( |
) |
| NET ASSETS/(LIABILITIES) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 23 |
| Share premium | 24 |
| Other reserves | 24 |
| Retained earnings | 24 | ( |
) | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| Called up |
| share | Retained | Share | Other | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1st January 2023 | ( |
) | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31st December 2023 | ( |
) |
| Prior year adjustment | - | ( |
) | - | - | ( |
) |
| As restated | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 28th December 2024 | ( |
) |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Moreco Group Limited is a |
| 2. | STATEMENT OF COMPLIANCE |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. |
| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| 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. |
| The company has further taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| * the requirements of Section 7 Statement of Cash Flows; |
| * the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; and |
| * the requirement of paragraph 33.7. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of 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. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Revenue recognition |
| Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for the sale of goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Revenue is recognised when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the company retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; (d) it is probably that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the company's sales channels have been met, as described below. Sale of goods are recognised on sale to the customer, which it considered the point of delivery. Payment is collected for Residential customers in advance of goods being delivered. |
| Intangible assets |
| Intangible assets are stated at historical cost less amortisation. Amortisation is provided at rates calculated to write off the cost less residual value of each asset on the following basis: |
| Software | 20% straight line |
| Customer List | 10% to 20% straight line |
| Where factors, such as technological advancement or changes in market price indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. |
| Tangible fixed assets |
| Tangible fixed assets are stated at historical cost less accumulated depreciation. Historical cost includes the original purchase price and expenditure 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. |
| The company adds to the carrying amount of any item of tangible fixed assets the cost of replacing parts of such an item when the cost is incurred if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the period in which they are incurred. Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use. |
| Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on the following basis: |
| Land | not depreciated |
| Freehold property | up to 50 years straight line |
| Plant and machinery | 20% straight line |
| Fixtures, fittings and equipment | 20% straight line |
| Motor vehicles | 12.5% straight line |
| Assets under construction | not depreciated |
| The assets residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period, the effect of any change is accounted for prospectively. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised. Cost is determined on the average cost method. Costs comprises bought in goods and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Provision is made for obsolete, slow moving or defective items where necessary. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its estimated selling price less cost to complete and sell; the impairment loss is recognised immediately in the income statement. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous periods. |
| Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date. |
| A deferred tax asset is recognised only to the extent that it is probably that future taxable profits will be available against which the temporary difference can be utilised. |
| 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. |
| Foreign currency translation |
| Transactions denominated in foreign currencies are translated at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the statement of financial position date. All differences are taken to the statement of comprehensive income. |
| Pension costs and other post-retirement benefits |
| The company contributes to the personal pension schemes of certain employees. These are defined contribution pension schemes held in a separate entity and the company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior period. Pension costs are charged to the income statement as incurred. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Share capital |
| Ordinary shares are classified as equity. |
| Cash and cash equivalents |
| Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. Cash in transit is treated as cash and cash equivalent on transaction date. |
| Hire purchase and leasing commitments |
| The classification of such leases as operating or finance leases requires the company to determine, based on the evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the leases requires an asset and liability to be recognised in the statement of financial position. Rentals payable under operating leases are charged against income on a straight line basis over the lease term. |
| Trade receivables |
| Trade receivables are recognised initially at the transaction price. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. |
| Trade payables |
| Trade payables are recognised at the transaction price and subsequently measured at amortised cost using the effective interest method. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. |
| i) Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, 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. |
| Such assets are subsequently carried at amortised cost using the effective interest method. |
| At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
| ii) Financial liabilities |
| Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, 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 receipts discounted at a market rate of interest. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one period or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| Going concern |
| The Directors have conducted a comprehensive review of the Company's financial position and its ability to continue as a going concern, in accordance with the principles set out in UK GAAP (FRS 102, Section 3.8). This assessment has considered the Company's operations, cash flows, liquidity, and broader financial arrangements within the context of the business environment in which it operates. |
| The Company has focused on strategic and operational changes to enhance efficiency and profitability: |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| - Supply chain transformation - The Company has moved to sourcing its milk directly, supported by the parent company's logistics network, enhancing both cost-effectiveness and supply chain reliability. |
| - Management and administrative overhaul - achieved cost savings through the reduction of previous Parent management charges, a head office restructure, and the optimisation of the Company call centre operations through relocation. |
| - Operational efficiencies - focused on the removal of non-value-added activities and overheads, alongside a strategic reduction in intensive capital expenditure, to streamline operations and improve financial performance. |
| The Directors are confident that these measures have positioned the Company on a path to profitability in the second half of FY25 and ensure its long-term success. The positive impacts of these initiatives have already begun to materialize, with improved operational efficiencies and reduced costs contributing to the financial stability of the Company. |
| Furthermore, in assessing the Company's ability to continue as a going concern, the Directors have prepared cash flow forecasts for a period of not less than twelve months from the date of signing these accounts. These forecasts take into account the Company's current financial position, the expected impact of the strategic measures implemented, and the continued support from our parent company. Based on these forecasts and current financial indicators, the Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. |
| At the period end the company has net assets of £15,619k (2023: £23,711k). The company is supported by available financing from Moreco HoldCo Limited, which is underpinned by support from its shareholders through additional appointments held. |
| Accordingly, the financial statements have been prepared on a going concern basis, reflecting the Directors' belief that the Company will continue to meet its liabilities as they fall due. |
| On this basis, the Directors of the Company believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements. |
| 4. | JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| i) Impairment of intangible assets and tangible fixed assets |
| The company tests whether intangible assets and tangible fixed assets are impaired where there are indications that there is a risk of impairment. This requires an estimation of the value in use of the cash-generating units in which these assets reside. The assessment of the value in use is compared to the carrying value of assets. This requires estimation of future cash flows. |
| ii) Dilapidations |
| The company provides for dilapidation that are probably to result in an outflow of economic costs that can be reliably measured. The determination of whether to record a provision requires a judgement of the probability of the obligation. The estimation of future costs is made based on an assessment of the condition of each property at the reporting or resultant cost of returning it to a previous condition. |
| iii) Deferred tax |
| Deferred tax assets are recognised to the extent that their realisation through the generation of taxable income in the near future is probably (usually 5 periods). Management use their judgement to forecast future profits based on their knowledge of the business and commercial planning and these forecasts are used as the basis for assessing future taxable income and the recognition of deferred tax assets. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 5. | TURNOVER |
| The total revenue of the company for the period has been derived from its principal activities wholly undertaken in the United Kingdom. |
| 6. | EMPLOYEES AND DIRECTORS |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the period was as follows: |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| Administrative and support | 109 | 134 |
| Core operations | 888 | 1,023 |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| Following the Company's restructuring, no remuneration was paid by the Company to the directors appointed thereafter. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 7. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| £ | £ |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Customer lists amortisation |
| Computer software amortisation |
| Foreign exchange differences | ( |
) |
| Auditor's remuneration |
| Inventory recognised as an expense |
| 8. | EXCEPTIONAL ITEMS |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| £ | £ |
| Redundancy costs | (1,145,731 | ) | - |
| During the prior year, the Company undertook a strategic restructuring initiative to enhance operational efficiency and align its resources with long-term business objectives. As a result, redundancy costs amounting to £1,145,731 were incurred during the current year, primarily related to severance packages and associated employee transition support. These costs have been classified as exceptional items due to their non-recurring nature and significant impact on financial performance. The restructuring was executed in accordance with applicable labor regulations, with a focus on minimising disruption and ensuring affected employees received appropriate support. |
| 9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| £ | £ |
| Interest on intragroup cashpooling |
| Interest payable |
| Hire purchase interest |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 10. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the period was as follows: |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax |
| Tax on loss |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1/1/24 |
| to | Year Ended |
| 28/12/24 | 31/12/23 |
| as restated |
| £ | £ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of (2023 - |
( |
) |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) | ( |
) |
| Depreciation in excess of capital allowances | - |
| Adjustments to tax charge in respect of previous periods |
| Effect from changes in tax rates | - | (12,593 | ) |
| Tax effect of capital investment tax incentive | - | (12,935 | ) |
| Adjustment to timing differences for prior periods | - | 183,171 |
| Group relief | 438,112 | 4,428,690 |
| Movement on losses c/f | (364,238 | ) | - |
| Movement on deferred tax | 1,911,415 | - |
| Total tax charge | 1,911,415 | 3,669,119 |
| Tax effects relating to effects of other comprehensive income |
| There were no tax effects for the period ended 28th December 2024. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 10. | TAXATION - continued |
| 2023 |
| Gross | Tax | Net |
| £ | £ | £ |
| Group reconstruction investment in sub | - | 16,630,001 |
| 11. | PRIOR YEAR ADJUSTMENT |
| During the current financial year, management identified an erroneous understatement of a liability which was due to Muller UK & Ireland Group LLP. The liability relates to funds which was due to be repaid to Muller UK & Ireland Group LLP. The effect of the restatement on the financial statements is summarised below: |
| (Increase) / decrease in creditors | (£2,402,710 | ) |
| (Increase) / decrease in accumulated deficit | (£2,402,710 | ) |
| 12. | INTANGIBLE FIXED ASSETS |
| Customer | Computer |
| lists | software | Totals |
| £ | £ | £ |
| COST |
| At 1st January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| Reclassification/transfer |
| At 28th December 2024 |
| AMORTISATION |
| At 1st January 2024 |
| Amortisation for period |
| Eliminated on disposal | ( |
) | ( |
) |
| At 28th December 2024 |
| NET BOOK VALUE |
| At 28th December 2024 |
| At 31st December 2023 |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 13. | TANGIBLE FIXED ASSETS |
| Assets |
| Land and | under | Plant and |
| Buildings | construction | machinery |
| £ | £ | £ |
| COST |
| At 1st January 2024 |
| Additions |
| Reclassification/transfer | ( |
) |
| At 28th December 2024 |
| DEPRECIATION |
| At 1st January 2024 |
| Charge for period |
| At 28th December 2024 |
| NET BOOK VALUE |
| At 28th December 2024 |
| At 31st December 2023 |
| Fixtures |
| and | Motor | Computer |
| fittings | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1st January 2024 |
| Additions |
| Reclassification/transfer | ( |
) |
| At 28th December 2024 |
| DEPRECIATION |
| At 1st January 2024 |
| Charge for period |
| At 28th December 2024 |
| NET BOOK VALUE |
| At 28th December 2024 |
| At 31st December 2023 |
| The carrying amount of the company's tangible fixed assets includes an amount of £2,326,589 (2023: £nil) in respect of assets held under finance leases. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 14. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1st January 2024 |
| and 28th December 2024 |
| NET BOOK VALUE |
| At 28th December 2024 |
| At 31st December 2023 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Second Floor Park View, Riverside Way, Camberley, GU15 3YL |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the period/year |
| The directors believe that the investment is correctly valued and that no indication of impairment is present. |
| 15. | STOCKS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Stocks |
| There is no material difference between the statement of financial position value and the replacement cost. Stocks are stated after a provision for impairment of £nil (2023: £160,365). |
| 16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Trade debtors |
| Other debtors |
| Deferred Tax | - | 258,584 |
| VAT |
| Prepayments and accrued income |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Bank loans and overdrafts (see note 19) |
| Hire purchase contracts (see note 20) |
| Trade creditors |
| Amounts owed to participating interests |
| Amounts owed to group undertakings | 4,112,293 | 4,206,517 |
| Social security and other taxes |
| Other creditors |
| Deferred income |
| Accruals and provisions |
| 18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Hire purchase contracts (see note 20) |
| 19. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| 20. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase contracts |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 20. | LEASING AGREEMENTS - continued |
| Non-cancellable operating | leases |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| 21. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Hire purchase contracts | 2,155,500 | - |
| The vehicles financed under the HP agreements are listed as security for the loans. At year end, the total net book value of these vehicles amount to £2,326,589. |
| 22. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Deferred tax | 1,652,831 | - |
| Other provisions | 1,885,041 | 2,026,104 |
| Dilapidati |
| Deferred | on |
| tax | provision |
| £ | £ |
| Balance at 1st January 2024 |
| Provided during period |
| Charge to Income Statement during period |
| Utilised during period | ( |
) |
| Balance at 28th December 2024 |
| The dilapidation provision comprises vehicle dilapidations and property dilapidations. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 23. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | as restated |
| £ | £ |
| Ordinary shares | 1 | 50,630,640 | 50,630,640 |
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. |
| 24. | RESERVES |
| Retained | Share | Other |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1st January 2024 | ( |
) | (24,516,817 | ) |
| Prior year adjustment | ( |
) | ( |
) |
| ( |
) | (26,919,527 | ) |
| Deficit for the period | ( |
) | ( |
) |
| At 28th December 2024 | ( |
) | (35,012,084 | ) |
| Retained earnings represents reserves available for distribution to the holders of ordinary shares. |
| Share premium represents non-distributable reserves as a premium received by the company upon the issue of shares. |
| Capital contribution reserve represents non-distributable reserves acquired as part of the group restructuring process. |
| 25. | PENSION COSTS |
| The company contributes to the personal pension schemes of certain employees. The assets of the schemes are held separately from those of the company in independently administered funds. The pension cost charge represents contributions payable by the company to the funds. |
| Actual contributions payable by the company was £2,013,203 (2023: £2,953,445). |
| Payments outstanding at the period-end amounted to £219,954 (2023: £267,684). |
| 26. | ULTIMATE PARENT AND CONTROLLING PARTIES |
| The immediate Parent Company of Moreco Group Limited is Moreco Holdco Limited, a Company registered in the United Kingdom. The Directors consider the ultimate controlling Parties to be Mr A Hussain and Mr RJ Nijjar. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 27. | RELATED PARTY TRANSACTIONS |
| All transactions are conducted under normal commercial terms. |
| The company has adopted the Financial Reporting Standard (FRS) 102 and has applied the Reduced Disclosure Framework in regards to related party transactions. These financial statements are consolidated within the consolidated financial statements of Moreco Holdco Limited, a Company incorporated in the United Kingdom. |
| During the year, the Company made purchases and sales of £25,407,545 and £36,129 respectively with Nijjar Dairies Limited, a Company with mutual directors. At year end, an amount of £426,503 was due to them. |
| In addition, company has taken a loan from Nijjar Dairies Limited. At year end, an amount of £480,00 was due to them. |
| The Company also had recharge of £2,128,388 from RSN Property Limited, a Company with mutual directors. At year end, an amount of £nil was due. |
| The Company further incurred rental charges and other charges of £2,073,054 and £71,605 respectively from Moreco Property Limited, a subsidiary of Moreco Group Limited. At year end, an amount of £4,112,293 was due to them. |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| 28. | PRIOR YEAR ADJUSTMENT - FIXED ASSETS |
| During 2022, an error was made in the cost and accumulated depreciation of fixed assets transferred to the company. The assets were erroneously carried over at net book value instead of the separate cost and accumulated depreciation amounts, which resulted in an understatement of cost and accumulated depreciation. The comparative amounts for 2023 have been restated. The effect of the restatement on the financial statements is summarised below: |
| Increase / (Decrease) in tangible fixed assets - cost | £11,397,384 |
| (Increase) / Decrease in tangible fixed assets - accumulated depreciation | (£11,397,384 | ) |
| Increase / (Decrease) in intangible fixed assets - cost | £242,356 |
| (Increase) / Decrease in intangible fixed assets - accumulated depreciation | (£242,356 | ) |
| The comparative disclosure of intangible fixed assets - before restated amounts, was as follows: |
| Software | Customer Lists | Total |
| £ | £ | £ |
| COST |
| At 1st January 2023 | 634,117 | 13,589 | 647,766 |
| Additions | 399,909 | - | 399,909 |
| Reclassification/transfer | 638,774 | - | 638,774 |
| At 31st December 2023 | 1,672,860 | 13,589 | 1,686,449 |
| AMORTISATION |
| At 1st January 2023 | 102,347 | 11,600 | 113,947 |
| Amortisation for year | 357,246 | 1,989 | 359,235 |
| At 31st December 2023 | 459,593 | 13,589 | 473,182 |
| NET BOOK VALUE |
| At 31st December 2023 | 1,213,267 | - | 1,213,267 |
| The comparative disclosure of tangible fixed assets - before restated amounts, was as follows: |
Land and Buildings |
AUC |
Plant and Machinery |
| £ | £ | £ |
| COST |
| At 1st January 2023 | 221,855 | 1,134,113 | 2,669,943 |
| Additions | - | 654,477 | 1,045,253 |
| Disposals | (33,218 | ) | (480,613 | ) | (279,829 | ) |
| Reclassification/transfer | - | (878,511 | ) | 245,046 |
| At 31st December 2023 | 188,637 | 429,466 | 3,680,413 |
| DEPRECIATION |
| At 1st January 2023 | - | - | 186,302 |
| Charge for the year | 75,001 | - | 649,221 |
| Eliminated on disposal | (75,001 | ) | - | (180,225 | ) |
| At 31st December 2023 | - | - | 655,298 |
| MORECO GROUP LIMITED (REGISTERED NUMBER: 13537233) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1ST JANUARY 2024 TO 28TH DECEMBER 2024 |
| NET BOOK VALUE |
| At 31st December 2023 | 188,637 | 429,466 | 3,025,115 |
| Fixtures and fittings |
Motor Vehicles |
Totals |
| £ | £ | £ |
| COST |
| At 1st January 2023 | 5,595,485 | 12,578,803 | 22,200,199 |
| Additions | 219,141 | - | 1,918,871 |
| Disposals | (1,460,221 | ) | (687,194 | ) | (2,941,075 | ) |
| Reclassification/transfer | - | (5,309 | ) | (638,774 | ) |
| At 31st December 2023 | 4,354,405 | 11,886,300 | 20,539,221 |
| DEPRECIATION |
| At 1st January 2023 | 1,369,475 | 1,703,065 | 3,258,842 |
| Charge for the year | 1,816,564 | 1,986,898 | 4,527,684 |
| Eliminated on disposal | (1,326,153 | ) | (587,967 | ) | (2,169,346 | ) |
| At 31st December 2023 | 1,859,886 | 3,101,996 | 5,617,180 |
| NET BOOK VALUE |
| NBV at 31st December 2023 | 2,494,519 | 8,784,304 | 14,922,041 |
| 29. | CHANGE IN ESTIMATE - FIXED ASSETS |
| During the year, the Company performed a review of the remaining useful lives of fixed assets - with reference to the original date of purchase, which resulted in changes in the expected usage and depreciation charges of certain fixed assets. |
| Software was previously written off at a rate of 10% to 33%, and has been reassessed to a rate of 20%. Motor vehicles was previously written off at a rate of 7% to 25%, and has been reassessed to a rate of 12.5%. Plant and machinery was previously written off at a rate of 5% to 17%, and has been reassessed to a rate of 20%. Fixtures and fittings was previously written off at a rate of 8% to 33%, and has been reassessed to a rate of 20%. |
| The effect of these changes on actual depreciation charges, included in administrative expenses, was as follows: |
| Increase / (Decrease) in depreciation charges | £604,504 |