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REGISTERED NUMBER: 13222244 (England and Wales)






















Inga Group Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st December 2024






Inga Group Limited (Registered number: 13222244)






Contents of the Consolidated Financial Statements
for the year ended 31st December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Notes to the Consolidated Financial Statements 15


Inga Group Limited

Company Information
for the year ended 31st December 2024







DIRECTORS: A Short
W Appelgren
P J Warnstrom
N P Sanderson





REGISTERED OFFICE: Walton Wood Farm
Thorpe Audlin
Pontefract
WF8 3HQ





REGISTERED NUMBER: 13222244 (England and Wales)





AUDITORS: Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

Inga Group Limited (Registered number: 13222244)

Group Strategic Report
for the year ended 31st December 2024

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS
The group performed well in 2024 with organic revenue and associated volumes continuing to grow year on year, whilst continuing to provide customers with a creative, innovative, and safe approach to ingredient solutions.

Acquisitions

The Group continues to practically support its strategy of driving growth through targeted acquisitions. This approach was demonstrated in 2024 by the acquisition of MSK Ingredients & Equipment, a business that not only reinforces the Group's commitment to its core target sectors but also brings a complementary and dynamic addition to the Group's portfolio.

Financial Key Performance Indicators

The key performance indicators for the company are consolidated group revenue and EBITDA.
Revenue for the Group increased to £34.0 million, reflecting a 5% growth compared to the prior year. This growth was primarily driven by organic revenue expansion alongside the acquisition of MSK Ingredients in October 2024. EBITDA for the Group decreased to £3.7 million (2023: £5.4 million), which is attributable exclusively to strategic investments in operating costs, all of which are intended to support and facilitate future revenue growth.

Structured Acquisition Borrowing

Whilst cash generation within the group remains strong (+£1.5m vs 2023) , the group continues to utilise structured borrowing within its overall acquisition strategy, to both optimise operational cash usage, whilst supporting overall shareholder value creation. An additional £6.5m of structured borrowing was issued during the financial year,

Goodwill

Non-cash amortisation of goodwill increased in the year as planned, in line with the acquisition of MSK Ingredients & Equipment. As per prior years, Goodwill Amortization remains a significant contributor to the published net loss for 2024, however constitutes a non cash adjustment in line with goodwill treatment under FRS102.

Sustainability

Sustainability is one of our key principles and we were proud to continue on our sustainability journey with the United Nations Global Compact, of which we have been a member since 2022. The business is committed to building a sustainable future for all our stakeholders, and has long term initiatives, measures and commitments in place across the group to achieve this.


Inga Group Limited (Registered number: 13222244)

Group Strategic Report
for the year ended 31st December 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The Board actively monitors and manages risks and uncertainties that the Company faces and implements proportional controlling and mitigating measures. The principle risks the board has identified include:

Volatility in the supply and demand environment relating to global market conditions and other socio-political factors. These risks are mitigated through structured procurement programmes and an ability to remain flexible to market pricing conditions. The group also makes consideration for further compatible acquisitions, to generate efficiencies, strengthen market positions and spread group risk across different market sectors and geographies.

Competition - The group manages competitive threats through product development and innovation, strong brand development the adherence to high product quality and customer service standards. The business committed further costs within 2024 to support our development of the next generation of ingredients and applications.

Currency Risk - This is managed through a variety of intra-group hedging and matching methods.
Regulatory risks are actively monitored, and derive from changing food safety and other social & political factors - e.g. HFSS

Credit & Liquidity Risk - The groups credit risk is primarily attributable to trade debtors and structured variable rate loans from the parent company. The group actively monitors credit risk relating to macro market conditions and ensures a high level of liquidity within the business to allow us to absorb market led fluctuations.

ON BEHALF OF THE BOARD:





A Short - Director


30th April 2025

Inga Group Limited (Registered number: 13222244)

Report of the Directors
for the year ended 31st December 2024

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2024.

PRINCIPAL ACTIVITY
The principal activities of the group are the provision of innovative ingredient solutions to market sectors predominantly in the UK and Western Europe.

DIVIDENDS
No dividends will be distributed for the year ended 31st December 2024.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

A Short
W Appelgren
P J Warnstrom
N P Sanderson

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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Inga Group Limited (Registered number: 13222244)

Report of the Directors
for the year ended 31st December 2024


AUDITORS
The auditors, Smailes Goldie, will be proposed for re-appointment in accordance with Section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:





A Short - Director


30th April 2025

Report of the Independent Auditors to the Members of
Inga Group Limited

Opinion
We have audited the financial statements of Inga Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st 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 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 group's and of the parent company affairs as at 31st December 2024 and of the group's loss 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Inga Group Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Limited Company, including the Companies Act 2006, FRS 102, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

Report of the Independent Auditors to the Members of
Inga Group Limited

We assessed the susceptibility of the Limited Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were
indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the members and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




William Cowell ACA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

30th April 2025

Inga Group Limited (Registered number: 13222244)

Consolidated Income Statement
for the year ended 31st December 2024

2024 2023
Notes £    £   

TURNOVER 3 33,952,680 32,467,007

Cost of sales 19,510,274 18,928,748
GROSS PROFIT 14,442,406 13,538,259

Administrative expenses 15,919,531 13,197,361
OPERATING (LOSS)/PROFIT 5 (1,477,125 ) 340,898

Interest receivable and similar income 10,025 9,054
(1,467,100 ) 349,952

Interest payable and similar expenses 6 1,303,748 1,191,453
LOSS BEFORE TAXATION (2,770,848 ) (841,501 )

Tax on loss 7 1,000,995 1,041,845
LOSS FOR THE FINANCIAL YEAR (3,771,843 ) (1,883,346 )
Loss attributable to:
Owners of the parent (3,771,843 ) (1,883,346 )

Inga Group Limited (Registered number: 13222244)

Consolidated Other Comprehensive Income
for the year ended 31st December 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (3,771,843 ) (1,883,346 )


OTHER COMPREHENSIVE INCOME
Foreign exchange differences (585,905 ) (790,310 )
Income tax relating to other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(585,905

)

(790,310

)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(4,357,748

)

(2,673,656

)

Total comprehensive income attributable to:
Owners of the parent (4,394,715 ) (2,673,656 )
Non-controlling interests 36,967 -
(4,357,748 ) (2,673,656 )

Inga Group Limited (Registered number: 13222244)

Consolidated Balance Sheet
31st December 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 39,400,460 38,051,292
Tangible assets 10 1,259,773 451,676
Investments 11 - -
40,660,233 38,502,968

CURRENT ASSETS
Stocks 12 4,412,090 4,412,399
Debtors 13 5,686,368 5,619,024
Cash at bank and in hand 7,696,804 6,222,688
17,795,262 16,254,111
CREDITORS
Amounts falling due within one year 14 24,865,707 21,978,594
NET CURRENT LIABILITIES (7,070,445 ) (5,724,483 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

33,589,788

32,778,485

PROVISIONS FOR LIABILITIES 16 45,048 24,305
NET ASSETS 33,544,740 32,754,180

CAPITAL AND RESERVES
Called up share capital 17 21,231 19,072
Share premium 18 40,933,010 35,823,828
Other reserves 18 (766,862 ) (180,957 )
Retained earnings 18 (6,679,606 ) (2,907,763 )
SHAREHOLDERS' FUNDS 33,507,773 32,754,180

NON-CONTROLLING INTERESTS 19 36,967 -
TOTAL EQUITY 33,544,740 32,754,180

The financial statements were approved by the Board of Directors and authorised for issue on 30th April 2025 and were signed on its behalf by:





A Short - Director


Inga Group Limited (Registered number: 13222244)

Company Balance Sheet
31st December 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 62,987,855 54,464,800
62,987,855 54,464,800

CURRENT ASSETS
Debtors 13 580,252 431,573
Cash at bank 524,680 131,093
1,104,932 562,666
CREDITORS
Amounts falling due within one year 14 21,318,141 21,185,823
NET CURRENT LIABILITIES (20,213,209 ) (20,623,157 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

42,774,646

33,841,643

CAPITAL AND RESERVES
Called up share capital 17 21,231 19,072
Share premium 18 40,933,010 35,823,828
Retained earnings 18 1,820,405 (2,001,257 )
SHAREHOLDERS' FUNDS 42,774,646 33,841,643

Company's profit/(loss) for the financial
year

3,821,664

(1,198,909

)

The financial statements were approved by the Board of Directors and authorised for issue on 30th April 2025 and were signed on its behalf by:





A Short - Director


Inga Group Limited (Registered number: 13222244)

Consolidated Statement of Changes in Equity
for the year ended 31st December 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1st January 2023 19,072 (1,024,417 ) 35,823,828

Changes in equity
Total comprehensive income - (1,883,346 ) -
Balance at 31st December 2023 19,072 (2,907,763 ) 35,823,828

Changes in equity
Issue of share capital 2,159 - 5,109,182
Total comprehensive income - (3,771,843 ) -
Balance at 31st December 2024 21,231 (6,679,606 ) 40,933,010
Other Non-controlling Total
reserves Total interests equity
£    £    £    £   
Balance at 1st January 2023 609,353 35,427,836 - 35,427,836

Changes in equity
Total comprehensive income (790,310 ) (2,673,656 ) - (2,673,656 )
Balance at 31st December 2023 (180,957 ) 32,754,180 - 32,754,180

Changes in equity
Issue of share capital - 5,111,341 - 5,111,341
Total comprehensive income (585,905 ) (4,357,748 ) 36,967 (4,320,781 )
Balance at 31st December 2024 (766,862 ) 33,507,773 36,967 33,544,740

Inga Group Limited (Registered number: 13222244)

Company Statement of Changes in Equity
for the year ended 31st December 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st January 2023 19,072 (802,348 ) 35,823,828 35,040,552

Changes in equity
Total comprehensive income - (1,198,909 ) - (1,198,909 )
Balance at 31st December 2023 19,072 (2,001,257 ) 35,823,828 33,841,643

Changes in equity
Issue of share capital 2,159 - 5,109,182 5,111,341
Total comprehensive income - 3,821,664 - 3,821,664
Balance at 31st December 2024 21,231 1,820,407 40,933,010 42,774,648

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements
for the year ended 31st December 2024

1. STATUTORY INFORMATION

Inga Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions
The group 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.

Basis of consolidation
The consolidated financial statements include the financial statements of the company and all of its
subsidiary undertakings made up to 31st December 2024. The results of companies acquired are included from the effective date of acquiring control.

Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods
Turnover from the sale of clean food is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is
probable that the economic benefits associated with the transaction will flow to the group and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

Interest receivable
Interest income is recognised using the effective interest method.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of businesses in 2021, 2022 and 2024, is being amortised evenly over its estimated useful life of ten years. Goodwill associated with investments in foreign operations is restated annually using the appropriate foreign exchange rate at the year end.

Intangible assets
Intangible assets represent the fair value of the trade marks and computer software acquired by the
group. The value is amortised through the income statement account over its estimated useful
economic life, not exceeding 10 years. The directors regard 10 years as reasonable estimate of useful economic life of trademarks.

Trade marks and computer software are tested for impairment at least annually. Any impairment is
recognised immediately in the profit and loss account.

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Long leasehold - 10% on cost
Plant and machinery - 15% on cost
Fixtures and fittings - 20% on cost
Motor vehicles - 20% on cost
Computer equipment - 33% on cost

Stocks
Cost is calculated using a replacement cost method. Provision is made for damaged, obsolete and
slow-moving stock where appropriate.

Financial instruments
The Group mainly enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade, other accounts receivable and payable and loans from related parties.

Debt instruments with no stated interest rate that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Debt instruments such as loans, borrowings and other accounts receivable and payable over more than one year are initially measured at the transaction price including transaction cost. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Where material to the financial statements, derivative financial instruments are initially measured at fair value at the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss.

Hedge accounting
When an unrecognised firm commitment or highly probably forecast transaction is designated as a hedged item with a corresponding hedging instrument in place, hedge accounting is used to recognise the fair value gain or loss on the hedged item. The cumulative hedging gain or loss is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. Fair value is measured using observable market data.

Gains or losses relating to hedges of a net investment in a foreign operation are recognised in other comprehensive income to the extent they are effective, and profit and loss to the extent they are ineffective. The cumulative gains or losses on the effective portion are shown separately within other reserves in equity.


Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

2. ACCOUNTING POLICIES - continued
Taxation
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or
recovered using the tax rates and laws that have been enacted or substantively enacted by the
balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the
financial statements of current and previous periods. It is recognised in respect of all timing
differences, with certain exceptions. Timing differences are differences between taxable profits and
total comprehensive income as stated in the financial statements that arise from the inclusion of
income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively
enacted by the balance sheet date that are expected to apply to the reversal of timing differences.
Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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 transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the
group's pension scheme are charged to profit or loss in the period to which they relate.

Provisions
Provisions are recognised when the company has an obligation at the balance sheet date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated.

Debtors and creditors receivable/payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are
recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 15,566,136 12,675,751
Europe 15,564,694 17,652,585
Rest of the world 2,821,850 2,138,671
33,952,680 32,467,007

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 6,518,800 4,960,380
Social security costs 371,335 269,247
Other pension costs 185,459 66,833
7,075,594 5,296,460

The average number of employees during the year was as follows:
2024 2023

Management 6 4
Administration 81 76
87 80

2024 2023
£    £   
Directors' remuneration 348,126 315,204
Directors' pension contributions to money purchase schemes 31,650 22,447

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 255,626 265,204
Pension contributions to money purchase schemes 20,000 20,947

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

5. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024 2023
£    £   
Depreciation - owned assets 340,925 131,001
Profit on disposal of fixed assets (5,605 ) -
Goodwill amortisation 4,722,513 4,666,190
Trade marks, patents & licences amortisation 390 519
Computer software amortisation 75,808 33,426
Auditors' remuneration 47,300 43,000
Foreign exchange differences 20,332 97,877

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Loan interest 1,271,576 1,191,453
Other Interest 32,172 -
1,303,748 1,191,453

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 900,670 1,019,399
Prior year underprovision 97,772 -
Total current tax 998,442 1,019,399

Deferred tax 2,553 22,446
Tax on loss 1,000,995 1,041,845

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Loss before tax (2,770,848 ) (841,501 )
Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 25 %)

(692,712

)

(210,375

)

Effects of:
Expenses not deductible for tax purposes 8,251 19,882
Income not taxable for tax purposes - (3,625 )
Capital allowances in excess of depreciation (1,830 ) -
Depreciation in excess of capital allowances - 6,896
Adjustments to tax charge in respect of previous periods 97,772 -
Change in tax rate 69 (59,971 )
Foreign exchange difference 145,119 122,490
Amortisation of goodwill 1,195,371 1,166,548
Deferred tax asset not recognised 248,955 -
Total tax charge 1,000,995 1,041,845

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Foreign exchange differences (585,905 ) - (585,905 )

2023
Gross Tax Net
£    £    £   
Foreign exchange differences (790,310 ) - (790,310 )

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

9. INTANGIBLE FIXED ASSETS

Group
Trade
marks,
patents & Computer
Goodwill licences software Totals
£    £    £    £   
COST
At 1st January 2024 46,310,030 33,082 409,873 46,752,985
Additions 6,890,024 5,048 16,241 6,911,313
Disposals - (285 ) - (285 )
Exchange differences (862,161 ) (832 ) - (862,993 )
At 31st December 2024 52,337,893 37,013 426,114 52,801,020
AMORTISATION
At 1st January 2024 8,642,452 25,815 33,426 8,701,693
Amortisation for year 4,722,513 390 75,808 4,798,711
Eliminated on disposal - (285 ) - (285 )
Exchange differences (98,972 ) (587 ) - (99,559 )
At 31st December 2024 13,265,993 25,333 109,234 13,400,560
NET BOOK VALUE
At 31st December 2024 39,071,900 11,680 316,880 39,400,460
At 31st December 2023 37,667,578 7,267 376,447 38,051,292

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

10. TANGIBLE FIXED ASSETS

Group
Improvements
Long to Plant and
leasehold property machinery
£    £    £   
COST
At 1st January 2024 202,121 - 1,279,492
Additions - 43,245 163,103
Disposals - - (41,941 )
Acquisition of subsidiary - 204,041 55,316
Exchange differences - - (38,780 )
At 31st December 2024 202,121 247,286 1,417,190
DEPRECIATION
At 1st January 2024 114,533 - 1,053,309
Charge for year 19,496 6,689 62,647
Eliminated on disposal - - (41,098 )
Acquisition of subsidiary - 129,105 22,222
Exchange differences - - (32,652 )
At 31st December 2024 134,029 135,794 1,064,428
NET BOOK VALUE
At 31st December 2024 68,092 111,492 352,762
At 31st December 2023 87,588 - 226,183

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

10. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1st January 2024 229,455 121,422 190,080 2,022,570
Additions 6,169 - 936,471 1,148,988
Disposals (168,811 ) (133,222 ) (122,201 ) (466,175 )
Acquisition of subsidiary 27,481 98,238 49,569 434,645
Exchange differences - (3,818 ) (6,029 ) (48,627 )
At 31st December 2024 94,294 82,620 1,047,890 3,091,401
DEPRECIATION
At 1st January 2024 170,642 89,220 143,190 1,570,894
Charge for year 4,707 16,580 230,806 340,925
Eliminated on disposal (130,434 ) (99,397 ) (47,587 ) (318,516 )
Acquisition of subsidiary 17,683 62,942 46,475 278,427
Exchange differences - (2,802 ) (4,648 ) (40,102 )
At 31st December 2024 62,598 66,543 368,236 1,831,628
NET BOOK VALUE
At 31st December 2024 31,696 16,077 679,654 1,259,773
At 31st December 2023 58,813 32,202 46,890 451,676

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakin
£   
COST
At 1st January 2024 54,464,800
Additions 8,523,055
At 31st December 2024 62,987,855
NET BOOK VALUE
At 31st December 2024 62,987,855
At 31st December 2023 54,464,800

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

11. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Ulrick & Short Limited
Registered office: Walton Wood Farm, Thorpe Audlin, Pontefract, WF8 3HQ
Nature of business: Design and supply of clean label products
%
Class of shares: holding
Ordinary 99.60

Ulrick & Short BV
Registered office: Dorpsstraat 34, 2902BD Capelle aan den Ijssel, Netherlands
Nature of business: Design and supply of clean label products
%
Class of shares: holding
Ordinary 100.00

Louis Francois
Registered office: 17 rue des Vieilles Vignes - ZA Pariest - BP 86 Croissy-Beaubourg, France
Nature of business: Manufacture and sale of ingredients
%
Class of shares: holding
Ordinary 98.00

MSK Ingredients Limited
Registered office: Office Suite A, Sheepbridge Business Park, Sheepbridge Lane, Chesterfield, Derbyshire, England S41 9RX
Nature of business: Design and supply of clean label products
%
Class of shares: holding
Ordinary 100.00

MSK Ingredients & Equipment Limited
Registered office: Office Suite A, Sheepbridge Business Park, Sheebridge Lane, Chesterfield, Derbyshire, England, S41 9RX
Nature of business: Holding Company
%
Class of shares: holding
Ordinary 100.00


12. STOCKS

Group
2024 2023
£    £   
Stocks 4,412,090 4,412,399

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 4,362,443 4,037,845 - -
Amounts owed by group undertakings - - 376,498 147,029
Other debtors 55,361 135,521 - -
Tax 222,708 162,984 - -
VAT 90,118 135,503 - 61,086
Prepayments 955,738 1,147,171 203,754 223,458
5,686,368 5,619,024 580,252 431,573

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade creditors 1,896,325 1,666,298 22,943 77,071
Amounts owed to group undertakings 21,168,281 18,663,095 21,168,281 21,032,009
Tax 749,204 177,695 - -
Social security and other taxes 732,657 748,188 - -
VAT - - 11,441 -
Other creditors 53,071 5,823 - -
Accrued expenses 266,169 717,495 115,476 76,743
24,865,707 21,978,594 21,318,141 21,185,823

15. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
£    £    £    £   
Owed to group undertakings 21,168,281 18,663,095 21,168,281 18,663,095

Group borrowings are secured by a fixed charge in favour of the ultimate lender, on shares held in, and distribution rights of, Ulrick & Short Limited.

16. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 45,048 24,305

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

16. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1st January 2024 24,305
Provided during year 20,743
Balance at 31st December 2024 45,048

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
4,216 Ordinary £1 5,416 4,216
14,856 Novax Ordinary £1 15,815 14,856
21,231 19,072

The following fully paid shares were allotted during the year at a premium as shown below:

1,200 Ordinary shares of £1 each at £2,424.73 per share
959 Novax Ordinary shares of £1 each at £2,492.27 per share

18. RESERVES

Group
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1st January 2024 (2,907,763 ) 35,823,828 (180,957 ) 32,735,108
Deficit for the year (3,771,843 ) - - (3,771,843 )
Issue of new shares - 5,109,182 - 5,109,182
Exchange rate difference - - (585,905 ) (585,905 )
At 31st December 2024 (6,679,606 ) 40,933,010 (766,862 ) 33,486,542

Company
Retained Share
earnings premium Totals
£    £    £   

At 1st January 2024 (2,001,259 ) 35,823,828 33,822,569
Profit for the year 3,821,664 3,821,664
Issue of new shares - 5,109,182 5,109,182
At 31st December 2024 1,820,405 40,933,010 42,753,415

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

18. RESERVES - continued

Retained earnings
Retained earnings represents cumulative profits and losses net of dividends and other adjustments.

Share premium
The share premium account represents the premium arising on the issue of shares net of issue costs.

Other reserves
Other reserves represent the cumulative foreign exchange differences on consolidation of investments in foreign operations together with any related hedging instruments entered into.

19. NON-CONTROLLING INTERESTS

Non-controlling interest represents minority shareholdings in Louis Francois and Ulrick & Short Limited.

20. RELATED PARTY DISCLOSURES

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.

Entities with control, joint control or significant influence over the entity
2024 2023
£    £   
Amount due to related party 21,168,281 18,663,095

21. POST BALANCE SHEET EVENTS

On 1st April 2025, the company acquired 100% of the ordinary share capital J M Posner Limited. The anticipated cost of the acquisition is £25.5m of which approximately £5m relates to net cash acquired in the target business. The acquisition was partially funded through new equity issued of £17m.

22. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Axel Johnson Holding AB, a company registered in Sweden.

Inga Group Limited (Registered number: 13222244)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2024

23. ACQUISITION OF BUSINESS

On 1st October 2024, the company acquired 100% of the share capital of MSK Ingredients Limited and MSK Ingredients and Equipment Limited. This has been consolidated using the acquisition method. The assets and liabilities obtained are set out below.

Net assets acquired £

Tangible fixed assets 156,218
Intangible fixed assets -
Stock 651,068
Debtors 814,280
Cash at bank 630,383
Creditors (618,918 )
1,633,031
Goodwill 6,890,024
8,523,055

Satisfied by
Cash 8,523,055