| MORECO HOLDCO LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| MORECO HOLDCO LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 9 |
| Consolidated Income Statement | 13 |
| Consolidated Other Comprehensive Income | 14 |
| Consolidated Balance Sheet | 15 |
| Company Balance Sheet | 16 |
| Consolidated Statement of Changes in Equity | 17 |
| Company Statement of Changes in Equity | 18 |
| Consolidated Cash Flow Statement | 19 |
| Notes to the Consolidated Cash Flow Statement | 20 |
| Notes to the Consolidated Financial Statements | 21 |
| MORECO HOLDCO LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 13TH NOVEMBER 2023 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 HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| The directors present their strategic report of the company and the group for the period 13th November 2023 to 28th December 2024. |
| REVIEW OF BUSINESS |
| The Group 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 Group delivers sustainable, refillable goods to households before 7am, aligning with evolving consumer demands. Freshways owners acquired acquired the Group from Müller at the end of 2023. 2024 marked a pivotal turnaround for the Group. Under the Freshways management team, the Group underwent a strategic and operational transformation that led to a EBITDA of £3.6 million in FY24. Despite a drop in revenue in its subsidiaries - due to volume contraction and portfolio reshaping, the Group significantly improved margins, reduced costs, and restructured to a sustainable long term business model. |
| Importantly, after nine months of sustained effort, the Group successfully halted customer decline and has since returned to growth. As of year-end 2024, the Group 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 |
| - Gross Profit: £77.9 million |
| - EBITDA: £3.6 million |
| - Gross Margin: 63.8% |
| 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 Group 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 |
| - £3.6 million EBITDA 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, and stabilised operations. With a clear path to profitability, the 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 HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Group 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 Group 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 Group 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 Group 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. |
| KEY PERFORMANCE INDICATORS |
| The Directors monitor the performance of the Group 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 Group. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| SUSTAINABILITY |
| The Group 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 Group 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 Group 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 HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the period 13th November 2023 to 28th December 2024. |
| INCORPORATION |
| The group was incorporated on 13th November 2023 and commenced trading on 30th December 2023. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the period under review was that of The principal activity of the Group 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 Group is continuing the development of the milestones outlined in the Review of the Business in the Strategic Report (page 2). |
| DIRECTORS |
| The directors who have held office during the period from 13th November 2023 to the date of this report are as follows: |
| Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
| GENERAL INFO |
| Moreco Holdco Limited is a Company incorporated in the United Kingdom on 13 November 2023. |
| Moreco Holdco Limited was party to a restructuring process whereby Muller UK & Ireland Group LLP ceased to be a party with significant control over the Group. The restructuring process was finalised on 31 December 2023. |
| Risk management |
| The credit risk is managed internally and via an external insurance provider. |
| POLITICAL DONATIONS AND EXPENDITURE |
| During the period charitable contributions totalling £nil were made. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| GOING CONCERN |
| The Directors have conducted a comprehensive review of the Group'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 Group's operations, cash flows, liquidity, and broader financial arrangements within the context of the business environment in which it operates. |
| The Group 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 Group 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 Group 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 Group. |
| Furthermore, in assessing the Group'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 Group's current financial position,and the expected impact of the strategic measures implemented. Based on these forecasts and current financial indicators, the Directors believe that the Group 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 Group will continue to meet its liabilities as they fall due. |
| On this basis, the Directors of the Group believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements. |
| DISABLED PERSON |
| The Group 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 Group, 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 Group is encouraged by means of incentive schemes linked to the performance of the Group on a number of measures. The Group 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 Group intranet. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| CARBON REPORTING |
| During the financial year, the Group 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 Group's energy sources and is calculated using the GHG Reporting Protocol - Corporate Standard and latest UK Government Conversion Factors. |
| 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 Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | 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. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| 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 HOLDCO LIMITED |
| Qualified opinion |
| We have audited the financial statements of Moreco Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 28th December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Group's affairs as at 28 December 2024 and of the Group's financial |
| performance for the period 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 Group underwent an extensive administrative reorganisation process after the Group Companies were sold to Moreco Holdco Limited, a transaction completed during the prior year. During the year under review, the Group 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 Group'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. |
| 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| 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 HOLDCO LIMITED |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| 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. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MORECO HOLDCO LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on pages seven and eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| 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, deferred income, prepayments, 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MORECO HOLDCO LIMITED |
| 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 HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| Notes | £ | £ |
| TURNOVER | 3 | 121,973,168 |
| Cost of sales | 44,100,067 |
| GROSS PROFIT | 77,873,101 |
| Distribution costs | 3,947,780 |
| Administrative expenses | 74,858,673 |
| 78,806,453 |
| OPERATING LOSS | 5 | (933,352 | ) |
| Interest receivable and similar income | 283 |
| (933,069 | ) |
| Interest payable and similar expenses | 7 | 897,569 |
| LOSS BEFORE TAXATION | (1,830,638 | ) |
| Tax on loss | 8 | 1,911,415 |
| LOSS FOR THE FINANCIAL PERIOD | ( |
) |
| Loss attributable to: |
| Owners of the parent | (3,742,053 | ) |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| Notes | £ |
| LOSS FOR THE PERIOD | (3,742,053 | ) |
| OTHER COMPREHENSIVE INCOME |
| Revaluation surplus | 12,082,648 |
| Income tax relating to other comprehensive income |
(3,020,662 |
) |
| OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
9,061,986 |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
5,319,933 |
| Total comprehensive income attributable to: |
| Owners of the parent | 5,319,933 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| CONSOLIDATED BALANCE SHEET |
| 28TH DECEMBER 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 | (8,599,650 | ) |
| Tangible assets | 11 | 29,774,215 |
| Investments | 12 | - |
| 21,174,565 |
| CURRENT ASSETS |
| Stocks | 13 | 591,327 |
| Debtors | 14 | 16,453,741 |
| Cash at bank | 986,860 |
| 18,031,928 |
| CREDITORS |
| Amounts falling due within one year | 15 | 25,666,690 |
| NET CURRENT LIABILITIES | (7,634,762 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
13,539,803 |
| CREDITORS |
| Amounts falling due after more than one year | 16 | (1,661,334 | ) |
| PROVISIONS FOR LIABILITIES | 20 | (6,558,534 | ) |
| NET ASSETS | 5,319,935 |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 2 |
| Revaluation reserve | 22 | 9,061,986 |
| Retained earnings | 22 | (3,742,053 | ) |
| SHAREHOLDERS' FUNDS | 5,319,935 |
| The financial statements were approved by the Board of Directors and authorised for issue on 11th August 2025 and were signed on its behalf by: |
| R S Nijjar - Director |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| COMPANY BALANCE SHEET |
| 28TH DECEMBER 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 14 |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 10,898,329 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| Called up |
| share | Retained | Revaluation | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | 2 | - | - | 2 |
| Total comprehensive income | - | (3,742,053 | ) | 9,061,986 | 5,319,933 |
| Balance at 28th December 2024 | 2 | (3,742,053 | ) | 9,061,986 | 5,319,935 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - |
| Balance at 28th December 2024 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 24,095,105 |
| Interest paid | (874,661 | ) |
| Interest element of hire purchase payments paid |
(22,908 |
) |
| Net cash from operating activities | 23,197,536 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (3,102,256 | ) |
| Purchase of tangible fixed assets | (23,042,292 | ) |
| Acquisition of subsidiaries | 1,716,077 |
| Interest received | 283 |
| Net cash from investing activities | (24,428,188 | ) |
| Cash flows from financing activities |
| Amount introduced by directors | (2 | ) |
| Share issue | 2 |
| HP loans acquired | 2,878,963 |
| HP loans repaid | (754,832 | ) |
| Net cash from financing activities | 2,124,131 |
| Increase in cash and cash equivalents | 893,479 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period | 2 | 893,479 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Loss before taxation | (1,830,638 | ) |
| Depreciation charges | 2,787,511 |
| Non-cash flow: Goodwill additions | 12,549,043 |
| Non-cash flow: Transfers of IFA | (376,588 | ) |
| Non-cash flow: Transfers of TFA | 376,588 |
| Finance costs | 897,569 |
| Finance income | (283 | ) |
| 14,403,202 |
| Increase in stocks | (591,327 | ) |
| Increase in trade and other debtors | (17,432,323 | ) |
| Increase in trade and other creditors | 27,715,553 |
| Cash generated from operations | 24,095,105 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 28th December 2024 |
| 28/12/24 | 13/11/23 |
| £ | £ |
| Cash and cash equivalents | 986,860 | - |
| Bank overdrafts | (93,381 | ) | - |
| 893,479 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 13/11/23 | Cash flow | At 28/12/24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | - | 986,860 | 986,860 |
| Bank overdrafts | - | (93,381 | ) | (93,381 | ) |
| - | 893,479 | 893,479 |
| Debt |
| Finance leases | - | (2,155,500 | ) | (2,155,500 | ) |
| - | (2,155,500 | ) | (2,155,500 | ) |
| Total | - | (1,262,021 | ) | (1,262,021 | ) |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Moreco Holdco Limited is a |
| 2. | 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. |
| Basis of consolidation |
| The group accounts consolidate the accounts of Moreco Holdco Limited and its subsidiary undertakings for the period end, 28 December 2024. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Acquisitions are accounted for under the acquisition method with goodwill, representing any excess of fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, being amortised over the expected useful life. |
| In the group accounts, interests in associated and joint venture undertakings are accounted for using the equity method of accounting. The consolidated profit and loss account includes the group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings based on approved financial statements. In the consolidated balance sheet, the interests in associated undertakings are shown as the groups' share of identifiable net assets including any unamortised premium paid on acquisition. |
| 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. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting 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 Group 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 Group 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. |
| Turnover |
| 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 Group 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 Group'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. |
| Rental income is recognised on an accrual basis. |
| Goodwill |
| Goodwill arising on the acquisition of subsidiary undertakings represent any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its estimated useful life. |
| Goodwill is amortised as follows: |
| - Business acquisition in 2024, is being amortised evenly over its estimated useful life of 5 years. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 |
| Land and freehold property are measured using the revaluation model in accordance with FRS 102. These assets are carried at fair value, based on periodic valuations carried out by a professionally qualified and independent valuer. In line with management’s policy, revaluations are performed every five years to ensure that the carrying amounts do not differ materially from the fair value. Revaluation gains are recognised in other comprehensive income and accumulated in equity, unless they reverse a previous revaluation decrease recognised in profit or loss. Revaluation losses are recognised in profit or loss unless they offset a previous revaluation surplus. Depreciation is charged on the revalued amount, excluding land which is not depreciated. |
| All other 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 group 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 group. 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. |
| 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. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The group 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. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| 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 fo financial position date. All differences are taken to the statement of comprehensive income. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 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. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| 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. |
| Share capital |
| Ordinary shares are classified as equity. |
| 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 group will not be able to collect all amounts due according to the original terms of the receivables. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Trade payables |
| Trade payables are recognised at the transaction price and subsequently measured at amortised cost using the effective interest method. |
| Going concern |
| The Directors have conducted a comprehensive review of the group'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 group's operations, cash flows, liquidity, and broader financial arrangements within the context of the business environment in which it operates. |
| The group has focused on strategic and operational changes to enhance efficiency and profitability: |
| - Supply chain transformation - The group 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 call group 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 group 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 group. |
| Furthermore, in assessing the group'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 group's current financial position, and the expected impact of the strategic measures implemented. Based on these forecasts and current financial indicators, the Directors believe that the group has adequate resources to continue in operational existence for the foreseeable future. At the period end the group has net assets of £9.5m. The group 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 group will continue to meet its liabilities as they fall due. |
| On this basis, the Directors of the group believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements. |
| 3. | TURNOVER |
| The total revenue of the group for the period has been derived from its principal activities wholly undertaken in the United Kingdom. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 4. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 37,459,364 |
| Social security costs | 314,553 |
| Other pension costs | 2,013,203 |
| 39,787,120 |
| The average number of employees during the period was as follows: |
| Administrative and support | 109 |
| Core operations | 888 |
| The average number of employees by undertakings that were proportionately consolidated during the period was 997 . |
| £ |
| Directors' remuneration | - |
| Following the Group's restructuring, no remuneration was paid by the Group to the directors appointed thereafter. |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| £ |
| Depreciation - owned assets | 5,954,901 |
| Goodwill amortisation | (2,853,024 | ) |
| Computer software amortisation | 666,398 |
| Auditors' remuneration | 64,000 |
| Foreign exchange differences | (3,644 | ) |
| Charge written back | (980,764 | ) |
| Inventory recognised as an expense | 44,100,067 |
| 6. | EXCEPTIONAL ITEMS |
| Redundancy cost | (1,145,731 | ) |
| During December 2023, the Group 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 period, 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. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Interest payable | 874,661 |
| Hire purchase interest | 22,908 |
| 897,569 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the period was as follows: |
| £ |
| Deferred tax | 1,911,415 |
| Tax on loss | 1,911,415 |
| 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: |
| £ |
| Loss before tax | (1,830,638 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % | (457,660 | ) |
| Effects of: |
| Expenses not deductible for tax purposes | 823,781 |
| Income not taxable for tax purposes | (68,497 | ) |
| Depreciation in excess of capital allowances | 66,613 |
| Movement on deferred tax | 1,911,415 |
| Movement on group losses | (364,237 | ) |
| Total tax charge | 1,911,415 |
| Tax effects relating to effects of other comprehensive income |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation surplus | 12,082,648 | (3,020,662 | ) | 9,061,986 |
| 9. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Computer |
| Goodwill | licences | software | Totals |
| £ | £ | £ | £ |
| COST |
| Additions | (14,265,120 | ) | - | 3,102,256 | (11,162,864 | ) |
| Disposals | - | (13,589 | ) | - | (13,589 | ) |
| Reclassification/transfer | - | - | 376,588 | 376,588 |
| At 28th December 2024 | (14,265,120 | ) | (13,589 | ) | 3,478,844 | (10,799,865 | ) |
| AMORTISATION |
| Amortisation for period | (2,853,024 | ) | - | 666,398 | (2,186,626 | ) |
| Eliminated on disposal | - | (13,589 | ) | - | (13,589 | ) |
| At 28th December 2024 | (2,853,024 | ) | (13,589 | ) | 666,398 | (2,200,215 | ) |
| NET BOOK VALUE |
| At 28th December 2024 | (11,412,096 | ) | - | 2,812,446 | (8,599,650 | ) |
| The goodwill arose on the acquisition of the entire share capital of Moreco Group Limited and its subsidiary Moreco Property Limited during December 2023 as part of the restructuring process - see Note 25. |
| Goodwill has been released to the profit and loss account on a systematic basis over the remaining average useful lives of the non-monetary assets acquired. This approach reflects the pattern in which the economic benefits of the underlying assets are expected to be consumed. |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Long | Plant and |
| property | leasehold | machinery |
| £ | £ | £ |
| COST OR VALUATION |
| Additions | 4,445,450 | 429,466 | 3,327,317 |
| Revaluations | 12,082,648 | - | - |
| Reclassification/transfer | - | (429,466 | ) | 52,878 |
| At 28th December 2024 | 16,528,098 | - | 3,380,195 |
| DEPRECIATION |
| Charge for period | 81,417 | - | 1,445,122 |
| Charge written back | (980,764 | ) | - | - |
| At 28th December 2024 | (899,347 | ) | - | 1,445,122 |
| NET BOOK VALUE |
| At 28th December 2024 | 17,427,445 | - | 1,935,073 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixtures |
| and | Motor | Computer |
| fittings | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST OR VALUATION |
| Additions | 3,609,285 | 11,177,914 | 52,860 | 23,042,292 |
| Revaluations | - | - | - | 12,082,648 |
| Reclassification/transfer | - | - | - | (376,588 | ) |
| At 28th December 2024 | 3,609,285 | 11,177,914 | 52,860 | 34,748,352 |
| DEPRECIATION |
| Charge for period | 1,496,095 | 2,929,981 | 2,286 | 5,954,901 |
| Charge written back | - | - | - | (980,764 | ) |
| At 28th December 2024 | 1,496,095 | 2,929,981 | 2,286 | 4,974,137 |
| NET BOOK VALUE |
| At 28th December 2024 | 2,113,190 | 8,247,933 | 50,574 | 29,774,215 |
| The carrying amount of the group's tangible fixed assets includes an amount of £2,326,589 in respect of assets held under finance leases. |
| The charge written back for Freehold property of (£980,764) is due to the effects of a prior period error and change in estimate indicated on the separate accounts of Moreco Property Limited. The charge written back was required to revise the current year depreciation charge to align with the revised fixed asset register. The prior period error does not have a direct impact on the consolidated group accounts as the period under review represents the first period of existence of the group. |
| Cost or valuation at 28th December 2024 is represented by: |
| Fixtures |
| Freehold | Plant and | and |
| property | machinery | fittings |
| £ | £ | £ |
| Valuation in 2024 | 12,082,648 | - | - |
| Cost | 4,445,450 | 3,380,195 | 3,609,285 |
| 16,528,098 | 3,380,195 | 3,609,285 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| Valuation in 2024 | - | - | 12,082,648 |
| Cost | 11,177,914 | 52,860 | 22,665,704 |
| 11,177,914 | 52,860 | 34,748,352 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Group |
| The freehold properties, which are owned by Moreco Property Limited, were controlled by the Moreco Holdco Group from 31 December 2023 when the shares were acquired. The properties were initially recognised at historical cost and have been revalued to reflect their current fair value. 5 Properties were revalued in 2023 by Colliers International Property Consultants Limited on 30 November 2023. The other properties were revalued by CBRE Limited on 20 June 2025. The revaluation uplift has been recognised in other comprehensive income in the revaluation reserve net of deferred tax - see Note 26. |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 28th December 2024 |
| NET BOOK VALUE |
| At 28th December 2024 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Second Floor Park View, Riverside Way, Camberley, United Kingdom, GU15 3YL |
| Nature of business: |
| % |
| Class of shares: | holding |
| 28/12/24 |
| £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) |
| On 31 December 2023, Moreco Holdco Limited acquired 100% interest in Moreco Group Limited for an amount of £10,898,329 which was pursuant to an option agreement. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| Registered office: Second Floor Park View, Riverside Way, Camberley, England, GU15 3YL |
| Nature of business: |
| % |
| Class of shares: | holding |
| 28/12/24 |
| £ |
| Aggregate capital and reserves |
| Profit for the year |
| On 31 December 2023, Moreco Group Limited acquired an additional investment in Moreco Property Limited as part of the group restructuring process. The restructuring formed part of the sale arrangement of Moreco Group Limited to Moreco Holdco Limited. The additional investment is based on the market value of properties held by Moreco Property Limited as prepared by an independent valuator before year end. |
| Registered office: Second Floor Park View, Riverside Way, Camberley, United Kingdom, GU15 3YL |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31/12/24 |
| £ |
| Profit for the year |
| On 18 September 2024, Moreco Holdco Limited acquired 100% interest in Watson's Pantry Limited for an amount of £1. |
| 13. | STOCKS |
| Group |
| £ |
| Stocks | 591,327 |
| 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. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Trade debtors | 1,405,769 |
| Amounts owed by participating interests | 11,280,000 | - |
| Other debtors | 220,155 |
| Directors' loan accounts | 2 | 2 |
| VAT | 2,302,725 |
| Prepayments and accrued income | 1,245,090 |
| 16,453,741 |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 17) | 93,381 |
| Hire purchase contracts (see note 18) | 494,166 |
| Trade creditors | 4,378,887 |
| Amounts owed to participating interests | 12,186,503 | - |
| Social security and other taxes | 1,488,689 |
| Other creditors | 257,929 |
| Accruals and deferred income | 6,767,135 |
| 25,666,690 |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| £ |
| Hire purchase contracts (see note 18) | 1,661,334 |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| £ |
| Amounts falling due within one year or on | demand: |
| Bank overdrafts | 93,381 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire |
| purchase |
| contracts |
| £ |
| Net obligations repayable: |
| Within one year | 494,166 |
| Between one and five years | 1,661,334 |
| 2,155,500 |
| Group |
| Non- cancellable | operating leases |
| £ |
| Within one year | 1,763,175 |
| Between one and five years | 5,295,675 |
| In more than five years | 5,028,796 |
| 12,087,646 |
| 19. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| £ |
| Hire purchase contracts | 2,155,500 |
| The vehicles financed under the HP agreements are listed as security for the loans. At period end, the total net book value of these vehicles amounted to £2,326,589. |
| 20. | PROVISIONS FOR LIABILITIES |
| Group |
| £ |
| Deferred tax | 4,673,493 |
| Other provisions | 1,885,041 |
| Aggregate amounts | 6,558,534 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 20. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred | Other |
| tax | provisions |
| £ | £ |
| Provided during period | - | 1,885,041 |
| Charge to Income Statement during period | 1,652,831 | - |
| Charge to OCI during year | 3,020,662 | - |
| Balance at 28th December 2024 | 4,673,493 | 1,885,041 |
| The dilapidation provision comprises vehicle dilapidations and property dilapidations. |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| Ordinary | 1 | 2 |
| 2 Ordinary shares of 1 each were allotted and fully paid for |
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. |
| 22. | RESERVES |
| Group |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| Deficit for the period | (3,742,053 | ) | (3,742,053 | ) |
| Surplus on revaluation | - | 9,061,986 | 9,061,986 |
| At 28th December 2024 | (3,742,053 | ) | 9,061,986 | 5,319,933 |
| Company |
| Retained |
| earnings |
| £ |
| Profit for the period |
| At 28th December 2024 |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 22. | RESERVES - continued |
| Retained earnings represents reserves available for distribution to the holders of ordinary shares. |
| The revaluation reserve arises from the periodic revaluation of freehold property and land and reflects unrealised gains; as such, it is not distributable to shareholder. |
| 23. | PENSION COMMITMENTS |
| The Group contributes to the personal pension schemes of certain employees. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds. |
| Actual contributions payable by the Group was £2,013,203. |
| Payments outstanding at the period-end amounted to £219,954. |
| 24. | RELATED PARTY DISCLOSURES |
| All transactions are conduced under normal commercial terms |
| The Group has adopted the Financial Reporting Standard (FRS) 102 and has applied the Reduced Disclosure Framework in regards to related party transactions. |
| During the period, the Group made purchases and sales of £25,407,545 and £36,129 respectively with Nijjar Dairies Limited, a Company with mutual directors. At period end, an amount of £426,503 was due to them. |
| In addition, the Group has taken a loan from Nijjar Dairies Limited. At period end, an amount of £480,000 was due to them. |
| The Group also had recharges of £2,128,388 from RSN Property Limited, a Company with mutual directors. At year end, amount of £nil was due. |
| In addition, the Group received a loan from a Company with common directors, which was advanced to another Company with common directors. At year end, an amount of £11,280,000 was due to/from the Companies with common directors. |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 25. | ACQUISITION OF SUBSIDIARY UNDERTAKINGS |
| Acquisition of Moreco Group Limited and its subsidiary Moreco Property Limited |
| On 31 December 2023, the Moreco Holdco Limited obtained control over Moreco Group Limited - a UK Company which is a retailer and seller of milk- and related grocery products, and its subsidiary Moreco Property Limited - a UK property management Company, by acquiring 100% of the shares and voting rights of the Company. |
| The interest in Moreco Group Limited was acquired for a consideration of £10,898,329 which was pursuant to a novation agreement. |
| The interest in Moreco Property Limited was acquired for a consideration of £16,630,001 which comprised a cash amount of £1 and an additional premium of £16,630,000 in line with the fair value of the properties held by the Company. |
| The interest acquired was pursuant to an option agreement as part of the restructuring process which was finalised during December 2023. |
| Acquisition of Watson's Pantry Limited |
| On 18 September 2024, the Moreco Holdco Limited obtained control over Watson's Pantry Limited - a UK Company which is a retailer and seller of milk- and related grocery products, by acquiring 100% of the shares and voting rights of the Company. |
| The interest in Watson's Pantry Limited was acquired for a consideration of £1. |
| The interest was acquired upon incorporation of the Company. |
| In calculating the goodwill arising on the acquisitions, the fair value of the net assets of subsidiaries have been assessed and no adjustment was deemed necessary. |
| Carrying value pre acquisition (£ |
) |
Fair value adjustments (£ |
) |
Final fair value (£ |
) |
| Net assets of Moreco Group Limited | 34,609,442 | - | 34,609,442 |
| Net assets of Moreco Property Limited | 7,184,008 | - | 7,184,008 |
| Net assets of Watson's Pantry Limited | 1 | - | 1 |
| 41,793,451 |
| Consideration | 27,528,331 |
| Less: Net asset value | (41,793,451 | ) |
| Value of goodwill - see Note 10 | (14,265,120 | ) |
| MORECO HOLDCO LIMITED (REGISTERED NUMBER: 15281074) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 13TH NOVEMBER 2023 TO 28TH DECEMBER 2024 |
| 26. | EVENTS AFTER THE END OF THE REPORTING PERIOD |
| Subsequent to the reporting date, an independent valuation of the Group's freehold properties was carried out which reflects market conditions which existed at 28 December 2024. The valuation indicated an uplift in the fair value of certain properties relative to their previously recorded carrying amounts. As the valuation provides additional evidence of conditions that existed at the reporting date, the financial statements have been adjusted to reflect the revised valuation in accordance with Section 32 of FRS 102. The revaluation has resulted in an increase in the carrying value of freehold properties, and a corresponding adjustment to the valuation reserve within equity. Further details of the revaluation and its impact on the carrying value of freehold properties are disclosed in Note 11 to the financial statements. |