Year Ended
Registration number:
Andros UK Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Andros UK Ltd
Company Information
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Directors |
J Louet D G Wilson Andros Et Cie |
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Registered office |
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Auditors |
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Andros UK Ltd
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the company is the manufacture and sale of ambient and chilled dairy food products and the import and sale of ambient products.
Fair review of the business
Turnover was up £4,722,678 compared to the previous year (2023: up by £17,785,216). The profit for the year amounted to £8,417,447 (2023: £5,763,267). A dividend of £2,999,816 (2023: £999,939) was paid during the year.
The directors are satisfied with the improved profitability and the continued positive trend in sales. They intend to continue investing and sustain this momentum.
Service levels to clients has progressed again and the team pursues the productivity drive at the Somerset site to ensure we remain the trusted manufacturer offering the best value to our customers. The business continues to invest in staff, market support and new packing capacity in order to safeguard the future of its activity. The marked improvement of the company's liquidity position allows this to be pursued and accelerated in 2025 with more investments planned.
The increase in profitability has also enabled the company to improve production capacity and liquidity as shown by the increase in net current assets to £20,863,172 (2023: £17,194,273).
The retail sector was more challenging, with certain clients suffering from a drop in volumes traded. The diverse customer portfolio of Andros UK Ltd ensured this could be corrected in other sectors of the retail market. 2024 saw the introduction of a product range in more recyclable packaging than the competition and usually requiring to be imported. This is important not only to grow the local activity but also in light of the increasing cost of packaging taxes.
The Bonne Maman brand continues to perform strongly in all sectors where it is involved. Through product innovation and original promotional campaigns, the brand has now achieved retail sales in excess of £111m with growth particularly strong in such categories as yogurts and chocolate spreads.
The aim of the company is to continue to grow profitably, the range and volume of products sold within the UK.
The directors have considered the working capital requirements of the business for the next 12 months and believe that they have sufficient financing in place to enable the company to trade and meet its liabilities as they fall due.
Andros UK Ltd
Strategic Report for the Year Ended 31 December 2024
Financial key performance indicators
The directors have monitored the progress of the overall company strategy and the individual strategic elements by reference to certain financial and non-financial key performance indicators.
Financial:
Growth in turnover: In 2024, turnover increased by 3% (2023: increase of 12.9% ).
Gross profit margin: This has increased by 2.1% to 20.9% (2023: 18.8%).
Non-financial:
Average number of employees: This has increased to 250 (2023: 249).
Section 172(1) statement
As required by Section 172 of the Companies Act, a director of a company must act in the way he or she considers, 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:
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The likely consequences of any decision in the long term; |
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The interest of the company’s employees; |
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The need to foster the company’s business relationships with suppliers, customers and others; |
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The impact of the company’s operations on the community and the environment; |
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The desirability of the company maintaining a reputation for high standards of business conduct; and |
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The need to act fairly as between members of the company. |
The company’s engagement with its stakeholders and consideration of their respective interests is as described below:
Employees:
The directors ensured all employees were aware of the objectives and results of the company through presentations and work council meetings. It has also been their focus to provide a positive work environment for all employees with opportunities for all to grow and achieve their potential. Regular benchmarking with other employers in the respective communities are conducted and comfort the directors in believing Andros UK is a fair employer and rewards their staff appropriately.
Customers and suppliers:
Andros UK collaborate with a variety of customers and our success depends on having the resources and skills necessary to guarantee superior service level, product quality and information availability. Positive KPI in all those domains is a key focus of the company. Andros UK has longstanding relationships with local and international suppliers ensuring conformance of quality, cost competitiveness and sourcing guarantee.
Community and environment:
Andros UK are an important job contributor in the area of Frome and invest regularly in innovative solutions to reduce our impact on the environment.
Andros UK Ltd
Strategic Report for the Year Ended 31 December 2024
Key decisions
The main methods in which the directors have engaged with stakeholders include an official annual budgeting process with the group to determine actions and requirements for the year from all subsidiaries. Quarterly reviews are then held between the directors and the key stakeholders of the group to monitor the progress of this and address any issues, along with a forecast review twice a year. The directors, over the course of the year, made a number of significant decisions impacting the stakeholders . The key decisions were as follows:
Declaration of dividend: the directors of the company made the decision to declare a dividend of £2,999,816 as a means of return of investment capital to the parent group Andros et Cie without negatively impacting the ability of the company to continue its training activities and capital investment as previously planned.
Development and marketing of new products: the directors have encouraged the politic of innovation that has supported the success of the company over the years. More successful innovations were launched on the market. Successful new product development enhances value to customers, suppliers and owners.
Principal risks and uncertainties
As described in the review of business above the company was subject to a number of significant challenges in the year to 31 December 2024 and the directors expect these to continue for the foreseeable future. The principal risks and uncertainties faced by the company include;
UK economic uncertainty and pressure on consumers: statistics point towards a reduction in the volumes purchased and such a reduction has an impact on the productivity and efficiency of both the industrial and supply chains. The company will increase its focus on the development, production and proactive marketing of a wide range of products including its own premium Bonne Maman brand in order to mitigate these impacts.
The company permanently adapts its structure and organisation to respond to such events. Agility and responsiveness are traits all employees are striving to maintain. This is achieved through deep engagement with staff of all departments and a policy of fair reward. This capacity to adapt allows the delivery of great value and quality to retailers and consumers.
Approved and authorised by the
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Andros UK Ltd
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 of the company
The directors who held office during the year were as follows:
Future developments
The directors are pleased with the performance during the year and believe that the company is in a strong position to continue growth in the future.
The directors have considered the working capital needs of the business for the next twelve months and believe they have sufficient financing in place to enable the company to continue to meet its liabilities as they fall due.
Accordingly the financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future.
Financial instruments
Objectives and policies
The company's principal financial instruments comprise cash, bank borrowings, finance leasing and various items, such as trade debtors and trade creditors, that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the company's operations.
The existence of these financial instruments exposes the company to a number of financial risks. The main risks arising from the company's financial instruments are liquidity risk, currency risk, interest rate risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
Price risk, credit risk, liquidity risk and cash flow risk
Liquidity risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities.
Currency risk
The company is exposed to transaction foreign exchange risk. The directors seek, whenever possible, to use sterling as the currency denomination when transacting with foreign suppliers. If considered necessary, transaction exposures, including those associated with forecast transactions, are hedged when known, principally using forward currency contracts. Whilst the aim is to achieve an economic hedge the company does not adopt an accounting policy of hedge accounting for these financial statements.
Andros UK Ltd
Directors' Report for the Year Ended 31 December 2024
Interest rate risk
The company finances its operations through a combination of bank borrowings and intercompany loans. The company's exposure to interest rate fluctuations on its borrowings is managed by the use of both fixed and variable rate facilities.
Credit risk
The company seeks to manage its credit risk by dealing with established customers or otherwise checking the credit-worthiness of new customers, establishing clear contractual relationships with those customers, having credit insurance protection and by identifying and addressing any credit issues arising in a timely manner.
Streamlined Energy & Carbon Reporting
As an organisation Andros UK Ltd is part of a larger group where sustainability has been brought to the forefront. Now a core focus of the Andros business, there is a commitment to play an important part in ensuring the safe future of the planet.
The company's greenhouse gas emissions and energy consumption for the period are shown below
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2024 |
2024 |
2023 |
2023 |
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tCO2e |
KWh |
tCO2e |
KWh |
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Emissions from the consumptions of heavy fuel oil |
4,657 |
17,866,665 |
4,852 |
18,624,249 |
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Emissions from the consumption of gases |
4 |
17,568 |
- |
15,332 |
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Emissions from business travel in company provided vehicles or where the company is responsible for purchasing fuel |
14 |
51,999 |
13 |
50,266 |
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Emissions from purchased electricity |
2,140 |
10,335,184 |
2,117 |
10,223,575 |
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6,815 |
28,271,412 |
6,983 |
28,913,422 |
We have used methodology outlined in accordance with the requirements of Streamlined Energy and Carbon Reporting (SECR) and the companies (Directors Report) and Limited Liabilities Partnership (Energy and Carbon Report) Regulations 2018. In 2024 and 2023 the conversion factors used were from the Environment Agency.
Our total gross CO2e for the period ended 31 December 2024 were 6,815 tCO2e (2023 - 6,983 tCO2e), equating to an intensity ratio 42 tCO2e per £m Turnover (2023 - 45).
In the year ending 31 December 2024 Andros UK implemented the energy saving projects in an effort to make its consumption more efficient.
These included:
• Continued pipework maintenance to identify and repair steam leaks.
• Installation of new LED lighting and reconfiguration of existing lighting and increase efficiency and reducing air pressure.
• Identification to correct air pressure on various equipment, for example pot adjustment and container station on one of the machine lines.
In addition, more generally
• We have maintained and retained our accreditation to the environmental standard ISO140001.
• We engage in continuous improvement initiatives to reduce energy consumption and carbon emissions as a result of our manufacturing activities, including a review of our input energy sources which is currently in progress.
Andros UK Ltd
Directors' Report for the Year Ended 31 December 2024
Qualifying third party indemnity provisions
During the period and up to the date of this report, the company maintained liability insurance and third-party indemnification provisions for its directors, under which the company has agreed to indemnify the directors to the extent permitted by law in respect of all liabilities to third parties arising out of, or in connection with, the execution of their powers, duties and responsibilities as directors of the company.
Post balance sheet events
There have been no significant events affecting the company since the year end.
Employment of disabled persons
The Company offers equal opportunities to all applicants for employment. Disabled people are offered employment, training, staff development and promotion on the basis of their aptitude and abilities, in common with all employees.
Going concern
After reviewing the company’s financial information for the year ended 31st December 2024 and for the quarter ended 31st March 2025, forecasts for 31st December 2025 and longer-term plan to 2026, along with the continued support by the group, it has been deemed a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future being no less than 12 months from the date of approval of these financial statements. With the continuing concerns around consumption and the wider performance of the UK economy the directors recognise that there could be adverse changes in UK food market and retailer performance and this could adversely affect the results and cash flows of the company. This is being managed by continued focus on the plan for growth and diversification to meet changing customer and end-consumer needs. Continual review of the company’s realised sales figures, margins and forecasts aids the effort to gain new supply contracts and ensure that existing contracts continue in the foreseeable future. The directors have therefore adopted the going concern basis in preparing these financial statements
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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Andros UK Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Andros UK Ltd
Independent Auditor's Report to the Members of Andros UK Ltd
Opinion
We have audited the financial statements of Andros UK Ltd (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 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.
Andros UK Ltd
Independent Auditor's Report to the Members of Andros UK Ltd
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 8, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
Andros UK Ltd
Independent Auditor's Report to the Members of Andros UK Ltd
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the company’s website for indication of any regulations and certification in place and discussed these with the relevant individuals responsible for compliance. The key regulations we identified were Food Standards Agency regulations, waste regulations, employment law, health and safety and tax legislation. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations in monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
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Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements. |
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Reviewing reports from 3rd party inspections and enquiries of management with regard to points raised and (where relevant) action plans developed. |
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Reviewing legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance. |
As part of our enquiries, we discussed with management whether there had been any instances of known or alleged fraud, of which management confirmed there were none.
We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. The key risks we identified were manipulation of results for commercial purposes and in order to meet parent company expectations. Based upon our understanding we designed and conducted audit procedures including:
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Auditing the risk of fraud in revenue recognition, including specific testing in respect of sales cut-off and promotional and overrider creditors. |
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Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
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Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates. |
Because of 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. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.
Andros UK Ltd
Independent Auditor's Report to the Members of Andros UK Ltd
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 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.
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Ground Floor
90 Victoria Street
Redcliffe
BS1 6DP
Andros UK Ltd
Profit and Loss Account
Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
|
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|
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Cost of sales |
( |
( |
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Gross profit |
|
|
|
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Distribution costs |
( |
( |
|
|
Administrative expenses |
( |
( |
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Operating profit |
8,583,331 |
6,064,083 |
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|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
395,052 |
107,087 |
||
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Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Andros UK Ltd
Balance Sheet
31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
|||
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Tangible assets |
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Current assets |
|||
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
|
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|
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Net assets |
|
|
|
|
Capital and reserves |
|||
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Called up share capital |
20,475,411 |
20,475,411 |
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|
Profit and loss account |
15,452,032 |
10,034,401 |
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Shareholders' funds |
35,927,443 |
30,509,812 |
Approved and authorised by the
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Company Registration Number: 06661569
Andros UK Ltd
Statement of Changes in Equity
Year Ended 31 December 2024
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Share capital |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2023 |
|
|
|
Andros UK Ltd
Statement of Cash Flows
Year Ended 31 December 2024
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Note |
2024 |
2023 |
|
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Cash flows from operating activities |
|||
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Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
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Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Increase in debtors |
( |
( |
|
|
Increase/(decrease) in creditors |
|
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
- |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
8,790,769 |
2,106,907 |
|
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were 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. There are no material departures from FRS 102.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
The company's functional and presentational currency is GBP.
Going concern
After reviewing the company’s financial information for the year ended 31 December 2024 and for the quarter ended 31 March 2025, forecasts for 31 December 2025 and longer-term plan to 2026, along with the continued support by the group, it has been deemed a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future being no less than 12 months from the date of approval of these financial statements.
With the continuing concerns around consumption and the wider performance of the UK economy the directors recognise that there could be adverse changes in UK food market and retailer performance and this could adversely affect the results and cash flows of the company. This is being managed by continued focus on the plan for growth and diversification to meet changing customer and end-consumer needs. Continual review of the company’s realised sales figures, margins and forecasts aids the effort to gain new supply contracts and ensure that existing contracts continue in the foreseeable future. The directors have therefore adopted the going concern basis in preparing these financial statements.
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
Key accounting judgements and sources of estimation uncertainty
In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key estimates that have a significant effect on the amounts recognised in the financial statements are described below:
Tangible fixed assets are carried at cost, less accumulated depreciation and any subsequent accumulated impairment loss. This requires an estimate of the depreciation rates used as well as assessment of the ongoing economic contribution and physical condition of the assets as to whether an indicator of impairment has occurred. The carrying amount is £15,064,271 (2023 -£13,315,539).
A key estimate that has a significant effect on the amounts recognised in the financial statements is the recognition of overrider and promotional creditors. The carrying amount is £2,983,087 (2023 -£3,233,032).
The carrying value of inventories held at year end requires estimation as to the recoverable value of inventory held. Provision is made against amounts which are considered irrecoverable on a line-by-line basis. The carrying amount is £13,172,766 (2023 -£10,608,041).
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.
The company recognises revenue when:
- The amount of revenue can be reliably measured;
- It is probable that future economic benefits will flow to the entity;
- The company has transferred the significant risks and rewards of ownership to the buyer, usually on delivery of the goods; and
- The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Finance income and costs policy
Interest income is recognised in profit or loss using the effective interest method.
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.
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation 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 operates and generates taxable income.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold property |
10 to 25 years straight line |
|
Plant and machinery |
3 to 10 years straight line |
|
Motor vehicles |
3 to 10 years straight line |
|
Fixtures and fittings |
10 years straight line |
|
Office equipment |
3 years straight line |
|
Computer equipment |
3 to 10 years straight line |
|
Constuction in progress |
Not depreciated |
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Derivative financial instruments;
• Intercompany debtors and creditors; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Short term trade, intercompany and other debtors and creditors and cash and bank balances are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
The Company issues derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The Company does not hold or issue derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately.
|
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
The analysis of the company's Turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Research and development cost |
|
|
|
Foreign exchange losses/(gains) |
|
( |
|
Operating lease expense - plant and machinery |
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
Distribution |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
795,502 |
604,609 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditor's remuneration |
|
2024 |
2023 |
|
|
Audit of the financial statements |
|
|
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other assurance services |
|
|
|
|
|
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Other finance income |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
- |
|
167,025 |
87,000 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Arising from temporary difference of prior periods |
31,813 |
- |
|
Total deferred taxation |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Decrease in current tax from adjustment for prior periods |
( |
- |
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of revenues exempt from taxation |
- |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Decrease from tax losses for which no deferred tax asset was recognised |
( |
( |
|
UK deferred tax expense/(credit) relatng to changes in tax rates or laws |
- |
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
- |
|
Total tax charge |
|
|
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
Deferred tax
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Fixed asset timing differences |
- |
|
|
Short term timing differences |
|
- |
|
Losses |
|
- |
|
|
|
|
2023 |
Asset |
Liability |
|
Fixed asset timing differences |
- |
|
|
Losses |
|
- |
|
|
|
Pillar Two legislation
Pillar Two of the Organisation for Economic Co-Operation and Development's (“OECD's”) Two Pillar Solution provides for the taxation of income of large groups at a minimum effective rate of 15% on a jurisdictional basis.
The Company is part of the Andros et Cie group which is large enough to be in scope for this legislation. As the Group’s effective tax rate in the UK is above 15%, after ignoring the recoverability of deferred tax assets, the Company does not have any current tax expense relating to Pillar Two.
Unrelieved tax losses of £37,099,530 (2023 - £42,788,359) remain available to offset against future trading profits, subject to HM Revenue and Customs approval.
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
Tangible assets |
|
Freehold Land and buildings |
Fixtures and fittings |
Motor vehicles |
Assets under construction |
Plant and machinery |
Computer equipment |
Total |
|
|
Cost or valuation |
|||||||
|
At 1 January 2024 |
|
|
|
|
|
898,346 |
|
|
Additions |
- |
|
- |
|
- |
- |
|
|
Transfers |
|
|
- |
( |
|
8,355 |
- |
|
At 31 December 2024 |
|
|
|
|
|
906,701 |
|
|
Depreciation |
|||||||
|
At 1 January 2024 |
|
|
|
- |
|
800,520 |
|
|
Charge for the year |
|
|
- |
- |
|
46,482 |
|
|
At 31 December 2024 |
|
|
|
- |
|
847,002 |
|
|
Carrying amount |
|||||||
|
At 31 December 2024 |
|
|
- |
|
|
|
|
|
At 31 December 2023 |
|
|
- |
|
|
|
|
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
Stocks |
|
2024 |
2023 |
|
|
Raw materials and consumables |
|
|
|
Work in progress |
|
|
|
Finished goods and goods for resale |
|
|
|
|
|
|
Debtors |
|
Note |
2024 |
2023 |
|
|
Trade debtors |
|
|
|
|
Amounts due from group undertakings |
|
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
Details of trade and other debtors
£147,089 (2023 -£147,089) of Lease deposit is classified as non current. Included within other debtors is a lease deposit which is due for repayment on the expiry of the lease in 2026.
|
Cash and cash equivalents |
|
2024 |
2023 |
|
|
Cash at bank |
|
|
|
Bank overdrafts |
( |
( |
|
Cash and cash equivalents in statement of cash flows |
8,790,769 |
2,106,907 |
|
Analysis of net debt |
At 1 January 2024 |
Cash flow |
At 31 December 2024 |
|
|
£ |
£ |
£ |
||
|
Cash at bank and on hand |
2,909,808 |
7,902,139 |
10,811,947 |
|
|
Bank overdraft |
(802,901) |
(1,218,277) |
(2,021,178) |
|
|
Net debt |
2,106,907 |
6,683,862 |
8,790,769 |
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
Creditors |
|
Note |
2024 |
2023 |
|
|
Due within one year |
|||
|
Loans and borrowings |
|
|
|
|
Trade creditors |
|
|
|
|
Amounts due to group undertakings |
|
|
|
|
Social security and other taxes |
|
|
|
|
Other creditors |
|
|
|
|
Accruals |
|
|
|
|
Corporation tax |
171,025 |
87,000 |
|
|
|
|
|
Loans and borrowings |
Current loans and borrowings
|
2024 |
2023 |
|
|
Bank overdrafts |
|
|
Bank borrowings
The overdraft is secured by a fixed and floating charge over the assets of the company.
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
Pension scheme |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £88,855 (2023 - £28,494) were payable to the scheme at the end of the year.
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
20,475,411 |
|
20,475,411 |
|
Dividends |
Final dividends paid
|
2024 |
2023 |
|||
|
Final dividend on ordinary shares |
|
|
||
|
Commitments |
Capital commitments
The total amount contracted for but not provided in the financial statements was £
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The parent of the smallest and largest group in which these financial statements are consolidated is
The address of Andros et Cie is
Andros UK Ltd
Notes to the Financial Statements
Year Ended 31 December 2024
|
Related party transactions |
The company has taken advantage of the exemption in FRS 102 from disclosing transactions with other wholly-owned members of the Andros et Cie group.
During the year the company made purchases from a fellow group company (non wholly-owned) of £1,499 (2023: £36,347). The balance outstanding at year end was £Nil (2023: £Nil).
Key management compensation
|
2024 |
2023 |
|
|
Salaries and other short term employee benefits |
|
|