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Ginger Acquisition Company Limited
Registered number: 10442691
Annual report and
financial statements
For the year ended 31 December 2024
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GINGER ACQUISITION COMPANY LIMITED
COMPANY INFORMATION
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M E Burden (appointed 30 July 2024)
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J B Fonts Cavestany (appointed 10 September 2024)
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Chartered Accountants & Statutory Auditor
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GINGER ACQUISITION COMPANY LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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GINGER ACQUISITION COMPANY LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report for the year ending 31 December 2024.
In the year ended 31 December 2024 the business reported further significant progress building on the excellent foundations for growth which have been established in the previous two years. In 2024 the business delivered progress across a range of performance metrics, with growth in production levels, sales, profitability and employee numbers which underpin the future growth aspirations of the business, providing an excellent platform for the future. The Directors are pleased to report that the business has continued to move forward during 2024 and in to the current year.
The year to 31 December 2024 represented a significant change for the business with the transition of ownership into the Cerealto Group and the Board of Directors regard that there are substantial future opportunities for Hill Biscuits to work with both Cerealto UK and with the wider international presence of Cerealto Group in order to continue to deliver excellent customer service, continued investment and improvements in operational efficiencies and to introduce new and exciting products to the market. The combination of Hill Biscuits and Cerealto UK into a single business is progressing as planned, and Hill Biscuits, as part of the enlarged UK business, has access to additional capacity and capabilities which enhance the product offering, production capability and scale of the business. The combined Cerealto UK business unit is striving to be the partner of choice for our combined customer base across a broad range of sweet biscuits, savoury crackers and rice cakes.
The revenue in the year ended 31 December 2024 was 14.9% higher than the comparative in 2023, driven by a combination of both volume growth and increases in average selling prices in order to recover cost inflation from both raw materials and labour. Revenue growth was reported in both private label and Hill brand, with the Hill brand accounting for over 30% of total sales. The business continues to work with a range of customers across discount retail, foodservice, wholesale and business to business in order to maintain a broad spread of business together with a balance between Hill brand and private label sales. The revenue growth, combined with the broad based improvements across operations resulted in a further year on year improvement in profitability, with the EBITDA % of sales improving from 9.75% in 2023 to 10.89% in 2024.
In the year ended 31 December 2024 the business continued to deliver improvements, in operational efficiencies and waste reduction initiatives, building on the excellent progress made in the previous two years, with like for like improvements in the average output per day of 7.4%. The operational improvements and the combined UK manufacturing operations of Cerealto UK and Hill Biscuits provide both operational resilience and enhanced capabilities, providing a platform for the business to continue to grow and develop its market share across the sweet biscuits, savoury crackers and rice cake categories.
As a business the year ended 31 December 2024 represented a significant step forward across all key metrics of operating and financial performance, with a sustained increase in production output levels, a further increase in revenue and a resultant increase in profitability as the efficiency programmes, revenue growth, price increases, and some stabilisation in commodity inflation all combined to enhance the financial results of the business.
The business has continued to drive further growth in production, revenue and financial performance in the current year. The directors consider that the alignment of the business with, amongst others, the key discount channels and the growing food service sector will present further opportunities in the context of continuing inflation and the squeeze on living standards as consumers are likely to continue the shift seen in the recent past towards better value own label and challenger brand products.
The Group has continued to develop its strategy of spreading sales over a number of key market areas in order to reduce risk and balance the business between Hill brand and private label by increasing the distribution of the Hill brand across retail, discount channels, wholesale, cash and carry and food service.
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GINGER ACQUISITION COMPANY LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group continues to focus on delivering excellent customer service, manufacturing high quality every-day biscuits and ensuring that it retains a commercial balance between the importance of driving forward the growth in the Hill Biscuits brand and working in partnership with our valued private label customers.
The directors consider that the business has continued to demonstrate incredible resilience and adaptability, and we are pleased to report that the business has continued to provide customers with excellent levels of service and product availability. During the 2025 the business will be celebrated 170 years of history which the directors regard as a remarkable achievement and a series of events are planned to publicise this milestone through a combination of celebrations, public events and special packaging on key Hill Biscuits branded products. The Directors wish to once again extend their heartfelt thanks to the dedicated workforce who are the backbone of the business.
The business has continued to work closely with its key customers to build on the strength and longevity of our trading relationships to position the business for further growth into the future.
The directors look forward to the continued investment and development of Hill Biscuits under the ownership of Cerealto.
The Directors are pleased to report that the business has continued to move forward in 2024 and in to the current year.
Following the acquisition of the Group on 30 July 2024, the future financing of the Group will be provided by a combination of operating cashflow, external debt providers and the support of the Cerealto Group as required in order to provide the Group with the financial resources required to continue to implement the growth plans and to ensure that it is able to supply high quality everyday biscuits at competitive prices. The Group continues to see opportunities to pursue further UK and international sales growth of its current portfolio and to capitalise on the new product development including through close collaboration with the wider Cerealto Group to address developing market trends, including new products, new pack formats and to further develop the Hill brand. The ability to be agile and to quickly implement new offerings once opportunities are identified is a key strength of the business, further driving its competitive edge.
The directors consider that the Group is well placed to take advantage of growth opportunities both in the UK and Internationally. The directors remain confident that the business will continue to develop both its sales and profitability in the coming years with implementation of the strategic plans supported by the Cerealto Group.
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GINGER ACQUISITION COMPANY LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
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The year ended 31 December 2024 was a year in which despite challenges resulting from continued commodity inflation, the business reported further significant improvement in its financial performance.
The results for the year ended 31 December 2024 also included a number of one off and restructuring costs. Further details of the one-off costs incurred can be found in the notes to the accounts.
A selection of the Group's key performance indicators is detailed below:
* (pre exceptional, monitoring, other group expenses, exchange gain/loss and bank charges)
Other key performance indicators
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The Group has a very strong and diverse customer base and carefully controls its potential credit risks. The use of business information, along with the support of credit insurance providers, significantly reduces the risk of bad debts.
The turnover movements by region were as follows:
Principal risks and uncertainties, other information and explanations
Business performance
The market in which the Group operates is fiercely competitive with a range of pricing and promotional strategies being adopted by competitors that may impact on the future business performance.
Mitigation
The Group continues to focus on operational efficiencies and strategic improvement initiatives in order to remain competitive. In addition, raw material market trends are constantly monitored to ensure that the finished goods, raw material inventories and forward cover remain appropriate. The Group works closely with its customers and suppliers to adapt to changes in the operating environment and the commodity markets.
Commodity price risks
Future commodity prices are always unpredictable, and any significant upward movements will inevitably have a short to medium term impact on the business. Raw materials remain volatile which continue to result in price inflation presenting challenges to all food producers as the commodity price and wage cost increases have been broadly based. It is currently difficult to predict the likely levels and trends in commodity prices. Commodity price volatility has continued into 2024, albeit not to the same levels seen in the preceding two years.
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GINGER ACQUISITION COMPANY LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Mitigation
Commodity prices are closely monitored and the business seeks to put in place forward cover for its raw material requirements with key suppliers in order to reduce volatility. Changes in commodity prices may create pressure on margins given the competitive trading environment which makes securing price increases to recover commodity price inflation challenging. However, the Group endeavours to keep ahead of the trends and attempts to level out the fluctuations through careful forward planning, agreements with key raw material suppliers, targeted procurement initiatives and close monitoring of commodity prices.
Directors' statement of compliance with duty to promote the success of the Group
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In accordance with the requirements of Section 172 of the Companies Act 2006, The board of directors of Ginger Acquisition Company Limited consider that both individually and collectively for the year ended 31 December 2024, they have acted in a way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and in doing so have regard (amongst other matters) to the matters set out in s17 (1)(a-f) as below:
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 between members of the Company.
The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders of the Company.
The likely consequences of any decision in the long term
The directors have regard to the likely consequences of their decisions on the long term objectives and sustainability of the Company, its stakeholders and the community whilst also preserving its values and culture.
Investment in skills, the recruitment of suitable employees and training is an area where initial costs are more than outweighed by long term benefits. We strive to train our employees they are our greatest investment.
We are a business built on our standards, long established brand and reputation and would not take a decision which would have a detrimental impact on these matters whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose, with a particular focus on ensuring the longevity of the Hill Biscuits brand.
The interests of the Company’s employees
Our employees represent our business so it is very important that they have the right skills, attitude and the drive to create ideas and set high standards. All employees are encouraged to be honest and regular communication is embedded in the way in which the business operates.
The board receives reports from the Executives each month which includes health and safety key performance indicators, quality and food safety performance indicators, and details of staffing by functional areas, and any areas within the business requiring the attention of the board are discussed as part of the monthly board meetings.
The directors make every effort in keeping regular contact with employees and to listen to the employees as part of their oversight of the business operations which gives the opportunity to hear and discuss ideas openly and experience first hand where any improvements can be made.
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GINGER ACQUISITION COMPANY LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The need to foster the Company’s business relationships with suppliers, customers and others.
The business has a long established brand and a key element of ensuring that the business continues to adapt and thrive is the loyalty of our customers and the strong working relationships with our suppliers. We strive to form strong and lasting partnerships with our customers, suppliers and other stakeholders in order to continue to develop the business for the long term.
The board recognises the importance of having the right culture. Our long-term success depends on achieving our strategic goals in the right way, so we look after the best interests of our employees, customers and other stakeholders.
The impact of the Company’s operations on the community and the environment.
We are proud to be part of the local and wider communities. It is our aim to create opportunities to recruit and develop local people and to understand the local issues that are important to the community. Hill Biscuits has been operating from the same location for over 130 years, celebrating 170 years of trading in 2025, and the majority of our employees reside in the local area around the Biscuit Works. We are committed to energy efficiency improvement and continue to take steps in a continuous improvement strategy.
The desirability of the Company maintaining a reputation for high standards of business conduct.
All new employees get an Employee Handbook which sets out the Company’s commitments and core values, along with the Company policies and procedures and all employees, contractors and visitors receive a site induction to ensure that everyone who attends site is appropriately briefed and understands the key safety and operating standards operated by the Company. Within the Employee Handbook all employees have access to our Operating Procedures and Codes of Conduct and to aid understanding of the requirement for them to comply with the Company’s high standards of business. Any issues of non-compliance with any of our policies are taken seriously and investigated.
The need to act fairly between members of the Company.
The Company aims to act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the Company. The Company has various reporting and communication avenues for individuals to use to seek guidance and to report any wrong doing.
This report was approved by the board on 22 September 2025 and signed on its behalf.
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GINGER ACQUISITION COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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.
The profit for the year, after taxation, amounted to £703,733 (2023 - £57,088).
The directors who served during the year were:
S Wetherby (resigned 30 July 2024)
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R C Powell (resigned 30 July 2024)
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S Worth (resigned 30 July 2024)
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F E Bird (resigned 19 December 2024)
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M E Burden (appointed 30 July 2024)
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J B Fonts Cavestany (appointed 10 September 2024)
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S F Greenhalgh (resigned 30 July 2024)
The directors consider that the business is well placed to take advantage of growth opportunities both in the UK and internationally by continuing to work closely with its customer base and to extend the reach of the Hill Biscuits brand.
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GINGER ACQUISITION COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Research and development activities
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Research and development is undertaken by the Group in relation to efficiencies of the biscuit manufacturing process.
Engagement with employees
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At Ginger Acquisition Company Limited we value all our staff and their contribution irrespective of age, sex, disability, race, colour, religion or ethnic origin. We believe in the fair treatment of all people at all times and the continued development of our employees.
Health and safety issues are continually reviewed and improved as necessary to ensure a comfortable and safe working environment for all our staff.
Works committee meetings with noted actions are held where staff representatives can discuss with directors and factory general management any areas for concern and also be made aware of current and future Group developments.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Whilst the Group has reported a profit of £0.704m (2023: profit of £0.057m) and has net liabilities of £9.586m (2023: £10.283m) Hill Biscuits Limited continues to be in a net asset position £11.025m (2023: £8.063m). The consolidated results reflect non cash goodwill amortisation of £0.515m (2023: £0.515m) and interest of £1.658m (2023: £1.380m).
These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.
The directors have confirmed that they believe that the Group will be operating on a going concern basis. The Group has access to finance to cover any additional funding requirements from any reasonably foreseeable scenarios.
Based on this assessment, the directors consider that the Group maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Group's assets are assessed for recoverability on a regular basis, the directors consider that the Group is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.
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GINGER ACQUISITION COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Group is committed to manufacturing in the most energy efficient manner it can with the constraints of the infrastructure and production requirements of the biscuit products we produce. We have initiatives in place to target energy utilisation and to comply with our Climate Change Levy energy reduction plans. The Group has worked hard to reduce the level of waste from the production processes and to improve the efficiency of the plant and machinery we utilise.
The below table sets out a summary of energy usage and CO2 emissions for both of the 2 years ended 31 December 2024.
Gas, Electricity and CO2/Carbon KPI's
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Total primary energy (kWhp)
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CO2 emissions (tonnes CO2e)
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The overall energy utilisation of the site increased slightly in FY2024 relative to FY2023, however the relative usage of gas and electricity showed a substantial improvement year on year as demonstrated in the 6.2% improvement in performance of primary energy usage per tonne and by the 0.5% decrease in the CO2 emissions per tonne.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
This report was approved by the board on 22 September 2025 and signed on its behalf.
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GINGER ACQUISITION COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GINGER ACQUISITION COMPANY LIMITED
Opinion
We have audited the financial statements of Ginger Acquisition Company Limited (the 'Parent Company') and its subsidiaries (the ‘Group’) for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows 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 FRS 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 Parent Company’s affairs as at 31 December 2024 and of the Group's 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 "Auditor’s responsibilities for the audit of the financial statements" section of our report. We are independent of the Group and the Parent 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 Group's and 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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GINGER ACQUISITION COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GINGER ACQUISITION COMPANY LIMITED
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 course of 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Directors' Report.
We have nothing to report in respect of the following matters in relation to which 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.
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GINGER ACQUISITION COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GINGER ACQUISITION COMPANY LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 is 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 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 intend either to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor’s report 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.
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.
Based on our understanding of the Group and the Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and the Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and the Parent Company which were contrary to applicable laws and regulations, including fraud.
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GINGER ACQUISITION COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GINGER ACQUISITION COMPANY LIMITED
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
We evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition
(which we pinpointed to the cut off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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 an auditor's report 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.
John Daly (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
22 September 2025
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GINGER ACQUISITION COMPANY LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Exceptional administrative expenses
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 19 to 39 form part of these financial statements.
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GINGER ACQUISITION COMPANY LIMITED
REGISTERED NUMBER: 10442691
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2025.
The notes on pages 19 to 39 form part of these financial statements.
- 14 -
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GINGER ACQUISITION COMPANY LIMITED
REGISTERED NUMBER: 10442691
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: Amounts falling due within one year
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Creditors: Amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The loss after tax of the Parent Company for the year was £1,738,311 (2023 - £1,269,821).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2025.
The notes on pages 19 to 39 form part of these financial statements.
- 15 -
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GINGER ACQUISITION COMPANY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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The notes on pages 19 to 39 form part of these financial statements.
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- 16 -
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GINGER ACQUISITION COMPANY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Contributions by and distributions to owners
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The notes on pages 19 to 39 form part of these financial statements.
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- 17 -
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GINGER ACQUISITION COMPANY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Net cash used in investing activities
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Cash flows from financing activities
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Movements on invoice discounting
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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- 18 -
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|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Ginger Acquisition Company Limited ("the Company") is a private company limited by shares incorporated in the England and Wales. The registered office and principal place of business is Tudno Mill, Smith Street, Ashton- Under-Lyne, Lancashire, OL7 0DB.
The principal activity of the Group during the year was the manufacture and sale of biscuits. The principal activity of the Company is that of a holding company.
2.Accounting policies
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Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiary ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
- 19 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Whilst the Group has reported a profit of £0.704m (2023: profit of £0.057m) and has net liabilities of £9.586m (2023: £10.283m) Hill Biscuits Limited continues to be in a net asset position £11.025m (2023: £8.063m). The consolidated results reflect non cash goodwill amortisation of £0.515m (2023: £0.515m) and interest of £1.658m (2023: £1.380m).
These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.
The directors have confirmed that they believe that the Group will be operating on a going concern basis. The Group has access to finance to cover any additional funding requirements from any reasonably foreseeable scenarios.
Based on this assessment, the directors consider that the Group maintains an appropriate level of liquidity sufficient to meet the demands of the business. In addition, the Group's assets are assessed for recoverability on a regular basis, the directors consider that the Group is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.
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Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
- 20 -
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|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
- 21 -
|
|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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|
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
- 22 -
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|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life, being ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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2% straight line (on buildings only)
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Land is not depreciated.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
- 23 -
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|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 24 -
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|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
- 25 -
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|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
|
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
- 26 -
|
|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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|
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Financial instruments (continued)
|
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In the application of the Group's accounting policies, the directors are required to make judgements, estimates, and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors believe that the critical accounting policies where judgements or estimates are necessarily applied are the useful expected lives of property, plant and equipment and intangible assets, stock provisions, bad debt provisions and impairment of investments.
Analysis of turnover by country of destination:
- 27 -
|
|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Redundancy costs and termination payments
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
|
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Defined contribution pension cost
|
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Amortisation of intangible assets
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Fees payable to the Group's auditor for the audit of the Group's annual
financial statements
|
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|
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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- 28 -
|
|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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|
|
Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Management and administration
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Group contributions to defined contribution pension schemes
|
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During the year retirement benefits were accruing to 4 directors (2023 - 4) in respect of defined contribution pension schemes.
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|
|
The highest paid director received remuneration of £309,850 (2023 - £138,208).
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|
|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £46,650 (2023 - £6,475).
|
|
|
Key management personnel are deemed to be the directors.
Directors' emoluments include £235,381 paid in lieu of redundancy. This amount includes £141,400 attributable to the highest paid director. The redundancy cost is classified as exceptional expense (note 5).
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- 29 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Other loan interest payable
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Loans from group undertakings
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Taxation on profit on ordinary activities
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- 30 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Movement in deferred tax not recognised
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Adjustment to tax charge in respect of previous periods - deferred tax
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Remeasurement of deferred tax for changes in tax rates
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 31 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investment in subsidiary company
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The following was a subsidiary undertaking of the Company:
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Tudno Mill, Smith Street, Ashton-Under-Lyme, Lancashire, OL7 0DB
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Raw materials and consumables
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Work in progress (goods to be sold)
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Finished goods and goods for resale
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- 34 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by joint ventures and associated undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to parent company
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Amounts owed to subsidiary
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Other taxation and social security
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Proceeds of invoice discounting
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Accruals and deferred income
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Invoice discounting creditors are secured over the trade debtors to which they relate.
Amounts owed to group undertakings are interest free and repayable on demand.
During the year, as part of the acquisition arrangement, the Company paid off the loan notes and the amount of £23,953,030 is now payable to the Parent Company, Cerealto UK Ltd.
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- 35 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Creditors: Amounts falling due after more than one year
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Loan notes of £12,344,877 were issued in 2017, to fund the acquisition of Hill Biscuits Limited by the Company in April 2017. Interest accrued on the principal amount at a fixed rate of 8% per annum and this is charged in full to the Statement of Comprehensive Income.
During the year, as part of the acquisition arrangement, the Company paid off the loan notes and the amount of £23,953,030 is now payable to the Parent Company, Cerealto UK Ltd.
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Charged to profit or loss
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Fixed asset timing differences
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Short term timing differences
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- 36 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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Nil (2023 - 74,500) A Ordinary shares of £0.01 each
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Nil (2023 - 1,200) B Ordinary shares of £0.10 each
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Nil (2023 - 400) C Ordinary shares of £0.01 each
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Nil (2023 - 13,800) D Ordinary shares of £0.01 each
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Nil (2023 - 4,600) E Ordinary shares of £0.10 each
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Nil (2023 - 3,000) F Ordinary shares of £0.10 each
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1,535 (2023 - Nil) Ordinary shares of £1.00 each
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On 19 November 2024 all A Ordinary, B Ordinary, C Ordinary, D Ordinary, E Ordinary, F Ordinary were reclassified as Ordinary shares.
On 3 December 2024 the ordinary shares with a nominal value of £0.01, previously known as A Ordinary shares, were consolidated to have a nominal value of £1 and reduced to 745 shares from 74,500, giving an aggregate nominal value of £745.
On 3 December 2024 the ordinary shares with a nominal value of £0.10, previously known as B Ordinary shares, were consolidated to have a nominal value of £1 and reduced to 120 shares from 1,200, giving an aggregate nominal value of £120.
On 3 December 2024 the ordinary shares with a nominal value of £0.01, previously known as C Ordinary shares, were consolidated to have a nominal value of £1 and reduced to 4 shares from 400, giving an aggregate nominal value of £4.
On 3 December 2024 the ordinary shares with a nominal value of £0.01, previously known as D Ordinary shares, were consolidated to have a nominal value of £1 and reduced to 138 shares from 13,800, giving an aggregate nominal value of £138.
On 3 December 2024 the ordinary shares with a nominal value of £0.10, previously known as E Ordinary shares, were consolidated to have a nominal value of £1 and reduced to 460 shares from 4,600, giving an aggregate nominal value of £460.
On 3 December 2024 the ordinary shares with a nominal value of £0.10, previously known as F Ordinary shares, were consolidated to have a nominal value of £1 and reduced to 300 shares from 3,000, giving an aggregate nominal value of £300.
The holders of Ordinary shares have the right to vote, receive dividends and participate in a distribution, inlcuding on a winding up. The Ordinary shares are not redeemable.
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- 37 -
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GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve
This reserve records the nominal value of shares repurchased by the Company.
Profit and loss account
This represents the cumulative profits and losses recognised by the Company.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £245,987 (2023 - £166,721).
- 38 -
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|
GINGER ACQUISITION COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Related party transactions
|
|
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The Company has taken advantage of the exemption granted by section 33 of FRS 102 from disclosing related party transactions with group companies.
As part of the acquisition arrangement, the Company paid off the below loan notes during the year and the amount of £23,953,030 is now payable to the Parent Company, Cerealto UK Ltd. £813,878 of interest has been recognised in the statement of comprehensive income in respect of this loan. Interest is accrued and is payable at year end.
Included within creditors due after more than one year in the prior year is a principal plus interest amount of 2023: £18,297,962 due to LDC (Nominees) Limited, 2023: £247,403 due to S Wetherby, 2023: £134,097 due to B J Ward-Banner, 2023: £221,936 due to P Monk and 2023: £44,387 due to D Woodwards. Interest on the loans accrued at 8% per annum.
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On 30 July 2024, the Company was acquired by Cerealto UK Ltd, a company incorporated in England and Wales. From that date, the directors consider the ultimate controlling party to be Cerealto Global, S.L., a company registered in Spain.
The immediate parent company is Cerealto UK Ltd, a company incorporated in England and Wales.
The largest group into which the Company is consolidated is Cerealto Global SL, a Company registered in Spain. Copies can be obtained from Cerealto Global SL, Poligono Industrial C/ Tren Rapido, manzanas, A y B. 34200 Venta de Baños (Palencia).
- 39 -
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