| REGISTERED NUMBER: |
| ReFood UK Limited |
| Strategic Report, Report of the Directors and |
| Audited Financial Statements for the Year Ended 31 December 2024 |
| REGISTERED NUMBER: |
| ReFood UK Limited |
| Strategic Report, Report of the Directors and |
| Audited Financial Statements for the Year Ended 31 December 2024 |
| ReFood UK Limited (Registered number: 06561170) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 6 |
| Report of the Independent Auditors | 8 |
| Income Statement | 11 |
| Other Comprehensive Income | 12 |
| Balance Sheet | 13 |
| Statement of Changes in Equity | 14 |
| Notes to the Financial Statements | 15 |
| ReFood UK Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Unit 2 Silkwood Park |
| Fryers Way |
| Ossett |
| West Yorkshire |
| WF5 9TJ |
| BANKERS: |
| City Office |
| 33 Park Row |
| Leeds |
| West Yorkshire |
| LS1 1LD |
| SOLICITORS: |
| 7 King Street |
| Mirfield |
| West Yorkshire |
| WF14 8AW |
| ReFood UK Limited (Registered number: 06561170) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| Business Overview |
| ReFood UK Limited (ReFood) is a wholly owned subsidiary of SARIA Limited; SARIA operates in a wide range of sectors associated with the food chain, renewable energy, and recycling. |
| ReFood operates SARIA's services in the collection and processing of food chain by-products for recycling via anaerobic digestion (AD) to produce renewable energy and organic fertilisers. |
| The development of ReFood's AD plants has enabled the Group to offer a wide range of new solutions to the UK Food Industry to adopt more sustainable outlets for food wastes and to reduce the agricultural sector's reliance on imported and/or fossil-fuel based fertilisers; the AD plants offer a better environmental option at a reduced cost compared to landfill. |
| The company operates three large scale AD plants located at Doncaster, Widnes, and Dagenham (East London), supported by depots located in strategic locations across the UK. The AD plants provide recycling services to a wide variety of customers from the food manufacturing, retailing and hospitality sectors; the company has also created a large customer base within the public sector, including Local Authorities, Hospitals, Prisons and Schools. |
| The development of ReFood AD plants has enhanced the group's service offering in the food waste recycling market and will increase the level of renewable energy generated by the group, both long term strategic goals for the business. The ReFood AD plants are in areas which provide a large local source of food wastes along with agricultural markets for fertiliser. The proximate location of each end of the 'business chain' enables ReFood to reduce its environmental impact caused by road transportation as well as delivering the most cost-effective supply chain. |
| ReFood has invested heavily in new recycling facilities; in addition to infrastructure investments the company has also developed a market-leading education program to highlight the environmental and financial benefits to waste producers who choose to recycle their food wastes rather than send them to landfill. |
| During this period, the business was adversely affected by lower energy export values, reduced plant availability, and declining market demand for green energy certificates. |
| The UK commitment to carbon reduction and the generation of increased levels of secure domestic energy sources, together with mandatory food-waste separation rules provides the company with long-term opportunities for further growth. |
| Section 172(1) Companies Act 2006 Statement |
| The Directors of SARIA Limited consider both collectively and individually that they have acted in good faith, and in a manner most likely to create and promote the success of the company for the benefit of its members as a whole as defined by s172(1) Companies Act 2006 during the year ended 31st December 2024 supported by delivery of the long-term business plan ("the plan"). |
| In developing and implementing the plan, the directors have considered the following key objectives as defined by s172 of the Companies Act: |
| 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 |
| e) The desirability of the company maintaining a reputation for high standards of business conduct, and |
| f) The need to act fairly as between members of the company. |
| The implementation of the plan is underpinned by the introduction of the SARIA SE & Co. KG Group global policies on corporate compliance which set out our obligations in the following key areas: |
| 1) Appropriate working conditions |
| The company respects human rights and employment law, without exception. |
| ReFood UK Limited (Registered number: 06561170) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The board of directors' respects human rights in strict accordance with the European Convention on Human Rights (ECHR). We reject all forms of forced or compulsory labour. Equally, we are opposed to all forms of child labour. The minimum age for admission to employment shall be as set out in the respective national legislation or collective bargaining agreements - provided these comply with the Minimum Age Convention adopted by the International Labour Organisation (ILO). |
| The company promotes equal opportunities and equal treatment of employees, rejecting all forms of discrimination on any ground whatsoever, e.g., race, ethnic origin, gender, religion, political or other opinion, disability, age, or sexual identity. The company recruits and promotes employees solely based on professional qualifications and performance. |
| The company seeks to ensure that every employee, without exception, is treated equally and fairly and that all employees are aware of their responsibilities. Our policies and procedures fully support our disabled colleagues. |
| The Group is responsive to the needs of its employees. As such, should any employee of the Group become disabled during their time with us, we will actively retrain that employee and make reasonable adjustments to their working environment where possible, in order to keep the employee with the Group. It is the policy of the Group that the recruitment, training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. |
| SARIA is a 'Disability Confident' registered employer as per Stage 1 of the Disability Confident Scheme - https://disabilityconfident.campaign.gov.uk/ - which is an ongoing commitment to ensuring inclusion and diversity within the workplace. |
| 2) Health and safety |
| The promotion of high standards of health, safety and welfare at work is a prime objective for the company, its employees and business partners (such as contractors and other service providers). The Board of Directors therefore affirm the company will do all that is reasonably practicable to protect its employees and other people who meet the company or its products from personal injury or hazards to health, arising from any foreseeable risks. |
| 3) Fair competition and integrity in our business dealings |
| As the board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible and sustainable manner, both financially and environmentally. |
| Collectively we will continue to operate to the high standards of integrity expected of a business such as ours, and to employ a system of continuous improvement with training and development in line with our commitment to responsible behaviour. |
| When dealing with all partners, whether they are suppliers, customers, or other stakeholders, we will ensure the relationship is always maintained in a professional and responsible manner. A principal objective from our plan is the delivery of long-term successful returns for the company and our business partners. |
| 4) Cooperation with the authorities |
| The company is committed to maintaining a constructive relationship with all the relevant authorities while safeguarding its own interests and rights. |
| 5) Correct payment of taxes and duties |
| The company's parent, SARIA Group, has a presence in many countries and is a stakeholder in the local economies in which it operates. The payment of taxes is essential for the stability and infrastructure of an economy, and therefore also has a direct impact on factors that are important for our success. |
| Declaring and paying taxes and duties in time and in accordance with legal requirements is a social responsibility that we take very seriously. |
| We aim to fulfil our tax obligations in an accurate and timely manner, to pay the appropriate amount due and always act in good faith in our dealings with the tax authorities in the countries in which we operate. To achieve this aim, we have put in place an internal control system that can prevent or detect material errors. |
| ReFood UK Limited (Registered number: 06561170) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| 6) Processing and using our products in accordance with the law |
| Compliance with legal regulations on the production and use of our products is essential. |
| The SARIA Group specialises in the recycling of animal by- products and other materials of organic origin. These raw materials are often subject to statutory requirements governing both their processing and future applications. |
| All processing of materials by the company is carried out in strict compliance with this legislation, without any exceptions. Our company is careful to ensure that the products we supply to our customers are used solely in accordance with their legally defined specific purpose. |
| The plan involves a fundamental commitment to enhancing our environmental performance in key areas, including but not restricted to - emissions to air, water and land, carbon-intensity of our operations, reductions in our supply chain carbon impact alongside efficiency improvements. |
| Key Performance Indicators (KPIs) |
| As shown in the company's income statement on page 11, the company has made a profit of £1,289,387 from a profit of £8,205,239 (restated) in the previous year. At the year end the shareholder's funds were £25,610,536 (2023 - £24,321,149 restated). |
| SARIA manages its operations on a divisional basis. For this reason, the company's directors believe that further key performance indicators for the company are not necessary or appropriate for an understanding of the development, performance, or position of the business. |
| Risk |
| With businesses active across a wide variety of sectors and operating large-scale processing operations always entails risk. Beside market developments, we are also affected by global events such as commodity market price changes driven by weather patterns; such events entail risks but also present us with new opportunities. |
| The Group is faced with challenges when conducting analyses and making decisions. If we do not incorporate market developments or if we evaluate them incorrectly, they may pose serious business risks. The risks affecting ReFood are largely dealt with on a group basis, apart from the ones highlighted below: |
| Business Unit/Area | Risk | Mitigation Factor |
| Increasing market costs for energy | Increased market price for electricity and/or gas. |
Increase in-house generation of energy from AD and Biomass Power Generation plants to benefit from rise in market price and offset cost impact on other elements of the business. |
| Health & Safety | Health & safety incidents could result in harm to the company's employees, contractors or local communities. Ensuring safety and wellbeing is an ethical obligation for the company. Poor safety records or serious accidents could have a serious impact on the company's production and reputation. |
The company focuses on identifying, mitigating and managing the safety risks inherent across its operations. The company's objective is to create a safety culture through regular training and awareness campaigns for employees and contractors. The company operates a 'best practice' system of in-house training to develop an embedded health & safety culture. |
| Employees |
| Details of the number of employees can be found in note 4 to the financial statements on page 18. The company participates in the group's policies and practices about Health & Safety at work, pension, and health care schemes. |
| ReFood UK Limited (Registered number: 06561170) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| Developments |
| The UK Government has confirmed the timetable for compulsory food waste collections in England. Under the 2021 Environment Act, food waste collections are mandatory for businesses generating over 5kg of waste from 31 March 2025, collections from all other premises (domestic) will be introduced from March 2026. The legislation also bans the use of food waste macerators (equipment which disposes of food waste via the municipal sewage network). |
| The directors believe the implementation of the new legislation will further enhance the prospects for the operations of ReFood and provide certainty to support current and future investments. |
| ON BEHALF OF THE BOARD: |
| ReFood UK Limited (Registered number: 06561170) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTORS |
| The directors who have held office during the period from 1 January 2024 to the date of this report are as follows: |
| QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
| The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| Covering energy use and associated greenhouse gas emissions relating to gas, electricity and transport, intensity ratios and information relating to energy efficiency actions. |
| Current reporting year (Jan 24 - Dec 24) |
| Key Performance Indicator (KPI) | Amount '24 | Amount '23 | Unit |
| Electricity Usage | 15,170,680 | 14,999,956 | kWh |
| Gas Usage | 9,131,639 | 6,541,096 | kWh |
| Diesel Usage | 1,094,416 | 1,091,204 | litres |
| Total emissions generated through use of purchased electricity | 3,141 | 3,106 | tCO2e |
| Total emissions generated through combustion of gas | 1,670 | 1,197 | tCO2e |
| Total emissions generated through business travel | 2,913 | 2,902 | tCO2e |
| Total gross emissions | 7,724 | 7,205 | tCO2e |
Intensity ratio (total gross emissions) |
0.0219 |
0.0196 |
tCO2e per tonne of material processed |
| Energy efficiency actions |
| We are committed to responsible energy management and will practice energy efficiency throughout our organisation, wherever it is cost effective. We recognize that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions. |
| We have implemented the policies below for the purpose of increasing the businesses energy efficiency in the relevant financial year. |
| - Upgrade vehicles to more energy efficient models where possible |
| - Introduction of hybrid/fully electric vehicles into the car portfolio |
| - Upgrade plant & machinery to improve on energy performance where possible |
| - Servicing and adjustment to existing plant & machinery to improve on energy performance where possible |
| - Increased availability and encouraged use of video conferencing. |
| - Reduced travel costs by reducing number of face to face meetings with clients and suppliers |
| The following energy efficiency measures are being implemented or are under consideration for implementation during 2025 |
| ReFood UK Limited (Registered number: 06561170) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| - Carbon reduction by biomass combustion |
| - Continued investment in low energy processes and techniques |
| - Continue to replace/upgrade vehicles and plant & machinery for more energy efficient options |
| Methodology used in the calculation of disclosures |
| ESOS methodology (as specified in Complying with the Energy Savings Opportunity Scheme version 6, published by the Environment Agency 28/10/2019) used in conjunction with Government GHG reporting conversion factors. |
| 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. |
| 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, Paylings, 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 |
| ReFood UK Limited |
| Opinion |
| We have audited the financial statements of ReFood UK Limited (the 'company') for the year ended 31 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 the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the 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. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| ReFood UK Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not |
| visited by us; or |
| - the financial statements are not in agreement with the accounting records and returns; or |
| - certain disclosures of directors' remuneration specified by law are not made; or |
| - we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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. |
| 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 Auditor's that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. |
| 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. |
| Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to |
| identify or recognise non-compliance with applicable laws and regulations; |
| - We identified the laws and regulations applicable to the company through discussions with directors and other management, and |
| from our commercial knowledge and experience of the industry; |
| - We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements |
| or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, |
| employment and health and safety legislation; |
| - We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management |
| and inspecting legal correspondence; and |
| - We remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - Making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, |
| suspected and alleged fraud; and |
| - Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| Report of the Independent Auditors to the Members of |
| ReFood UK Limited |
| To address the risk of fraud through management bias and override of controls, we: |
| - Performed analytical procedures to identify any unusual or unexpected relationships; |
| - Tested journal entries to identify unusual transactions; |
| - Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
| and |
| - Investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we identified procedures which included, but were not limited to: |
| - Agreeing financial statements disclosures to underlying supporting documentation; |
| - Reading the minutes of meetings of those charged with governance; |
| - Enquiring of management as to actual and potential litigation and claims; and |
| - Reviewing correspondence with HMRC, relevant regulators and the Company's legal advisors. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulation s are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of your Report of the Auditor's. |
| 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 |
| Unit 2 Silkwood Park |
| Fryers Way |
| Ossett |
| West Yorkshire |
| WF5 9TJ |
| ReFood UK Limited (Registered number: 06561170) |
| Income Statement |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| as restated |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 662,803 | 10,348,267 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income | 6 |
| 1,662,969 | 10,858,124 |
| Interest payable and similar expenses | 7 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 |
| PROFIT FOR THE FINANCIAL YEAR |
| ReFood UK Limited (Registered number: 06561170) |
| Other Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| as restated |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| ReFood UK Limited (Registered number: 06561170) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 10 |
| CURRENT ASSETS |
| Stocks | 11 |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 16 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ReFood UK Limited (Registered number: 06561170) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| ReFood UK Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. The presentational currency is GBP and the financial statements are rounded to the nearest pound. |
| Going concern |
| The entity is profit making and has positive reserves, which is expected to continue for at least 12 months from signing of these financial statements, therefore the going concern basis of preparation is deemed appropriate by management. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemption 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. |
| 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. |
| Significant judgements and estimates |
| In respect of depreciation, the entity is largely governed by the Rethmann accounting policies (issued by the parent group). These policies/rates are followed, to the extent that they are reflective of the average economic consumption of the asset type. Where the actual consumption of a class of asset differs materially from this policy, a more appropriate rate is applied. |
| The Rethmann policy of bad debt provision is applied, being 100% for debts over 365 days old, 50% for debts over 180 days old and 1% against all other debts. |
| Stock ageing is reviewed regularly by management to assess the requirement for a slow moving/obsolescence provision, however any such provision is not currently deemed necessary. |
| Turnover |
| Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| Specifically in relation to revenue on sale of Green Gas Certificates (GGC's), that have been generated in a period, the significant risks and rewards of ownership are only deemed to have been transferred on signing of a sales contract. |
| Turnover from the performance of services, such as waste collection and transport/logistics services, is recognised as and when those services are carried out. |
| Other income |
| Other income arises from government energy incentive schemes and the recharge of operating costs incurred by an entity, where the facility of that entity is used by other group companies. |
| Straight recharge of costs that can be allocated directly to another group company are treated as recharges only, and the cost is passed directly to the other entity. No income is recognised in this instance. |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Plant & machinery - 2 - 15 years straight line |
| Fixtures & fittings - 3 - 13 years straight line |
| Motor vehicles - 25% reducing balance, 5 - 11 years straight line and 2 - 6 years estimated useful life (specific to used vehicles) |
| Assets under - not provided |
| construction |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Financial instruments |
| The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
| Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement. |
| Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforecable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Taxation |
| Taxation for the year 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 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. |
| 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 year 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. |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of posting the transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company has members in the SARIA Group Pension Schemes, funded defined benefit schemes. |
| The above defined benefit schemes have been closed to new members. Alternative provision is made for new employees in the form of a defined contribution scheme. |
| The pension charge represents contributions payable to the funds in respect of the accounting period. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the principal activities of the company. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| United Kingdom |
| Europe |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| as restated |
| Administration | 31 | 35 |
| Production | 133 | 127 |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Directors' remuneration |
| The wages and salaries figure includes £278,975 of temporary staff costs (2023: £382,766). |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Hire of plant and machinery |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) | ( |
) |
| Operating leases |
| 6. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Intercompany interest |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Bank interest |
| Intercompany interest |
| Other Interest |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Under (over) provision | (38,356 | ) | (82,525 | ) |
| Total current tax |
| Deferred tax: |
| Deferred tax | ( |
) | ( |
) |
| Under (over) provision | (80,556 | ) | 79,499 |
| Total deferred tax | ( |
) | ( |
) |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Adjustments to tax charge in respect of previous periods | ( |
) | ( |
) |
| Change in rate from a previous year | - | (9,271 | ) |
| review |
| Superdeduction | - | (5,593 | ) |
| Total tax charge | 293,889 | 2,588,065 |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 9. | PRIOR YEAR ADJUSTMENT |
| A prior year adjustment has been recognised in the period, due to an overstatement of accrued income in 2023. Management reviewed underlying contracts with customers in relation to the accrued income, and realised that the minimum contracted orders to purchase a specific financial instrument were less than previously thought. The adjustment correctly realigns the revenue recognition point to the accounting policy. |
| The impact of the adjustment has been to reduce prior year turnover in the income statement and note 3 to the financial statements by £3,368,489, as well as to reduce tax expense in the income statement and note 8 to the financial statements by £842,122. This in turn has reduced prior year retained earnings by £2,526,367 in the balance sheet, the statement of changes in equity and note 18 to the financial statements. |
| The corresponding entries were to decrease prior year accrued income and decrease intercompany payables in both the balance sheet and notes 12 & 13 to the financial statements. |
| 10. | TANGIBLE FIXED ASSETS |
| Fixtures | Assets |
| Plant & | and | Motor | under |
| machinery | fittings | vehicles | construction | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Transfers of assets between group companies have been done using gross cost and gross depreciation, rather than using net book value as the cost to the acquirer. This has been done in order to preserve historical information in relation to the properties of the group, in particular previous revaluations. This is considered to be the most appropriate method both from an accounting and tax perspective. |
| 11. | STOCKS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Stocks |
| Plant spares in inventory | 638,227 | 542,623 |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Retention account | 44,659 | 42,739 |
| VAT |
| Accrued income |
| Prepayments |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| VAT | - | 54,729 |
| Other creditors |
| Accrued expenses |
| Amounts owed to group undertakings represents money owed to the parent entity via the cashpooling facility. This loan is interest bearing at a variable amount, based on the subsidiaries share of the overall group debt each period. It is repayable on demand should the parent entity require it. |
| 14. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 15. | FINANCIAL INSTRUMENTS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Financial assets |
| Cash and cash equivalents | 1,340 | 926 |
| Financial assets that are debt instruments measured at amortised cost | 11,472,554 | 12,401,974 |
| Financial liabilities |
| Financial liabilities measured at amortised cost | (8,611,531 | ) | (12,885,599 | ) |
| Financial assets measured at amortised cost comprise trade debtors, amounts owed by group and related entities, other debtors (inc tax debtors) and accrued income. |
| Financial liabilities measured at amortised cost comprise amounts owed to group and related entities, trade creditors, other creditors (inc deferred tax creditors) and accruals. |
| 16. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 1,483,226 | 1,959,489 |
| Other timing differences | (7,717 | ) | (6,816 | ) |
| 1,475,509 | 1,952,673 |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2024 |
| Credit to Income Statement during year | ( |
) |
| Balance at 31 December 2024 |
| Deferred tax has been provided for at 25%, the prevailing rate of corporation tax since 1st April 2023. The balance at 1 January 2024 has been restated. |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | as restated |
| £ | £ |
| Ordinary | £1 | 1 | 1 |
| All shares are voting shares. They are entitled to dividends as declared. They are entitled to participate in a distribution including on winding up. All shares are non redeemable. |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 18. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| At 31 December 2024 |
| The balance at 1 January 2024 has been restated. |
| 19. | EMPLOYEE BENEFIT OBLIGATIONS |
| There are two defined benefit arrangements operated by the SARIA Limited group, which are managed via |
| independent trusts, of which some employees are members. Contributions are no longer being made to these schemes due to their surplus position. |
| The company is unable to identify its share of the underlying assets and liabilities of the schemes therefore the schemes are accounted for in the balance sheet of the parent entity only. |
| During 2022, the trustees of the schemes made the investment decision to use some of the schemes assets to purchase insurance policies/annuities, to guarantee the funding of the associated liabilities and thereby remove some of the risk from the Group. (Pension Buy-In). As a result the remaining net assets of the schemes are now much lower. |
| At the balance sheet date the FRS 102 value of the liabilities was £72,660,000 (2023 - £73,923,000) and the market value of the assets was £71,518,000 (2023 - £77,049,000) giving a net liability of £1,142,000 (2023 - £3,126,000 asset ) held in the balance sheet of the parent entity. |
| The above schemes have been closed to new members. The group has made alternate provision, in the form of a defined contribution scheme, for new employees or those not eligible to join the above schemes. This scheme is also administered on a group basis independently of any group company or director. |
| Total contributions payable by the company to the defined contribution scheme during the year amounted to £412,073, (2023 - £375,003). There were no accrued or prepaid pension contributions at the balance sheet date (2023 - £nil). |
| 20. | CAPITAL COMMITMENTS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| ReFood UK Limited (Registered number: 06561170) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 21. | RELATED PARTY DISCLOSURES |
| APC(GB) Limited |
| Company in which Saria Limited holds an interest. |
| Sales of goods and services £2,203 (2023: £2,649) and purchase of goods and services £3,680 (2023: £nil). |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Amount due from related party at the balance sheet date | - | 421 |
| SPF (United Kingdom) Limited |
| Company in which Saria Limited holds an interest. |
| Sales of goods and services £2,163 (2023: £1,148). |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Amount due from related party at the balance sheet date | 2,058 | - |
| 22. | ULTIMATE CONTROLLING PARTY |
| The immediate parent company of Refood UK Limited is SARIA Limited. Saria Limited is indirectly owned by the ultimate parent entity, Rethmann SE & Co. KG. The ultimate parent entity is incorporated in Germany and is ultimately controlled by the Rethmann family. |
| The largest and only group for which group accounts including the company are drawn up, are the Rethmann SE & Co. KG group. A copy of the consolidated accounts are filed at Companies House alongside the accounts of Saria Limited (immediate parent entity). |