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MASTEROAST HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investment property revaluation reserve
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 21 to 53 form part of these financial statements.
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MASTEROAST HOLDINGS 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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Loss on disposal of tangible assets
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(Increase)/decrease in stocks
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Increase/(decrease) in creditors
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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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Sale of tangible fixed assets
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Purchase of investment properties
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(Profit)/loss from investments in related companies
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Cash in on business combinations
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Cash out on business combinations
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of finance leases
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Net cash used in financing activities
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MASTEROAST HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Net increase 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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The notes on pages 21 to 53 form part of these financial statements.
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MASTEROAST HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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Acquisition and disposal of subsidiaries
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The notes on pages 21 to 53 form part of these financial statements.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Masteroast Holdings Limited ("the Company") and its subsidiaries ("the Group") are private companies limited by shares, incorporated in England and Wales under the Companies Act.
The registration number and the address of the registered office is given in the Company information.
The nature of the Group's operations and its principal activities are set out in the Strategic report on page 1.
The functional and presentational currency of the Group and Company is pounds sterling (£) and rounded to the nearest whole pound.
2.Accounting policies
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Basis of preparation of financial statements
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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 subsidiaries ("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 Balance Sheet, 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.
Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company Masteroast Holdings Limited with registered office Plantation House, Newark Road, Peterborough, PE1 5UA, United Kingdom shall fully guarantee for all the liabilities of subsidiary Isurus Fulfilment Limited with registered office Plantation House, Newark Road, Peterborough, PE1 5UA, United Kingdom, company number 10357412. The subsidiary Isurus Fulfilment Limited is therefore exempt from audit obligations in accordance with section 479A of the Companies Act.
The Company Masteroast Holdings Limited with registered office Plantation House, Newark Road, Peterborough, PE1 5UA, United Kingdom shall fully guarantee for all the liabilities of subsidiary OCC Holdings Limited with registered office 29 Brandon Street, Hamilton, South Lanarkshire, ML3 6DA, company number SC473373. The subsidiary OCC Holdings Limited is therefore exempt from audit obligations in accordance with section 479A of the Companies Act.
The Company Masteroast Holdings Limited with registered office Plantation House, Newark Road, Peterborough, PE1 5UA, United Kingdom shall fully guarantee for all the liabilities of subsidiary Edinburgh Tea and Coffee Company Ltd. with registered office 29 Brandon Street, Hamilton, South Lanarkshire, ML3 6DA, company number SC128500. The subsidiary Edinburgh Tea and Coffee Limited. is therefore exempt from audit obligations in accordance with section 479A of the Companies Act.
The financial statements have been prepared on a going concern basis. The Directors have
considered relevant information, including the annual budget, forecast future cash flows and the
impact of subsequent events in making their assessment.
Based on these assessments and having regard to the resources available to the entity, the Directors have concluded that there is no material uncertainity and that they can continue to adopt the going
concern basis in preparing the annual report and accounts.
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MASTEROAST HOLDINGS 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.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
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.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Operating leases: the Group as lessor
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Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
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Leased assets: the Group as lessee
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Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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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 balance sheet 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 balance sheet 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 balance sheet date.
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.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
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 and on a reducing balance basis.
Depreciation is provided on the following basis:
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Land is not depreciated. 5% and 3.33% on straight line method
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20% on straight line method
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15% reducing balance basis
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25% reducing balance basis
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15% reducing balance basis
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20% and 4.76% on straight line method
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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.
Investment property is carried at fair value determined regularly by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Associates and joint ventures
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An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
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 weighted average basis.
At each balance sheet 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.
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
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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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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Provisions for liabilities
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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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet 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.
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.
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.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of financial statements in accordance with FRS102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Below is a summary of the key judgements and estimates included within these accounting policies:
a) Key judgments in applying accounting policies
i) Lease classification
Management has exercised judgement in determining the classification of lease arrangements under the applicable accounting framework. In assessing whether the lease conveys substantially all the risks and rewards incidental to ownership, consideration was given to factors such as the lease term relative to the asset’s economic life, the present value of minimum lease payments compared to the fair value of the asset, and the existence of any purchase options or residual value guarantees. This judgement has a material impact on the presentation of assets and liabilities in the financial statements and on the recognition of lease-related expenses.
ii) Investment property classification
Management has exercised significant judgement in determining the classification of property when classifying as an investment property. These properties are held to earn rentals and/or for capital appreciation and is not occupied by the entity for its own use nor held for sale in the ordinary course of business. In making this determination, management considered the strategic intent behind the acquisition along with the absence of owner-occupation.
b) Key accounting estimates and assumptions
i) Determining useful economic lives of tangible fixed assets
The Company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on the historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technology innovation, product life cycle and maintenance programmes.
ii) Goodwill impairment assessment
Management is required to assess goodwill for impairment at least annually, or more frequently if indicators of impairment exist. This assessment involves significant estimation, particularly in forecasting future cash flows and determining the recoverable amount of the cash-generating units. These estimates are sensitive to changes in market conditions and business performance.
iii) Determining useful economic life of goodwill
The determination of the useful economic life of goodwill is a significant accounting estimate that requires management judgement. Goodwill is amortised over its estimated useful life, which reflects the period over which the future economic benefits from the business combination are expected to be realised.
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3.Judgements in applying accounting policies (continued)
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
An analysis of turnover by class of business as follows; Sale of goods £36.509,308 (2023: £32,616,861), rendering of services £569,859 (2023: £343,420).
Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Impairment of other debtors
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Profit on sale of tangible fixed assets
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors in respect of:
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Taxation compliance services
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All non-audit services not included above
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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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Sales and administration staff
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2023: 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £140,000 (2023: £171,999).
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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 £65,600 (2023: £75,850).
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and interest payable
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
|
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|
|
|
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|
|
|
|
|
|
|
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|
|
|
Profit on ordinary activities before tax
|
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
|
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|
|
|
|
|
|
|
|
Non-tax deductible amortisation of goodwill and impairment
|
|
|
|
|
Capital allowances for year (in credit)/in excess of depreciation
|
|
|
|
|
Utilisation of tax losses
|
|
|
|
|
Profit on disposal of assets
|
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|
Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
|
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Origination and reversal of timing differences
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|
Changes in provisions leading to an decrease in the tax charge
|
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|
|
Adjustments in respect of previous periods
|
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|
|
Total tax charge for the year
|
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|
|
|
Parent company profit for the year
|
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 profit after tax of the parent Company for the year was £342,634 (2023: £219,195).
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
|
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|
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|
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|
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|
|
|
During the year, goodwill arose as a result of the acquisition of OCC Holdings Limited on 23 April 2024. Details of this combination can be found in note 30.
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
Restated Leasehold imp'ments
|
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Transfers between classes
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|
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|
|
Charge for the year on owned assets
|
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|
Charge for the year on financed assets
|
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|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
16.Tangible fixed assets (continued)
|
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|
Transfers between classes
|
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|
|
|
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|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
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|
Charge for the year on financed assets
|
|
|
|
|
|
|
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|
Following a review of properties, by the directors, it has been noted that one property was incorrectly treated as Leasehold improvements but should be included within Investment Property. An adjustment has been made to restated the prior year by £200,951. Further details of this can be found in note 31.
During the year the use of a property has changed to be used in the main trade of the entity. As of this it has been transferred from investment property into Freehold property.
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|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
16.Tangible fixed assets (continued)
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|
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|
Transfers between classes
|
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|
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|
|
|
|
Charge for the year on owned assets
|
|
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|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Investments in associates
|
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|
Investments in subsidiary companies
|
Investments in associates
|
|
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|
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|
The Company has a 25% shareholding in the Colmbian entity BBKM Services SAS, with registered office of CARRERA 4 69 A 22 AP 201 BOGOTA, Distrito Capital de Bogota Colombia.
On the 23 April 2024, the Company acquired 100% shareholding in OCC Holdings Limited at nominal value, and acquired 75% of Edinburgh Tea and Coffee Company Ltd. ordinary shares through ownership of OCC Holdings Limited. Details of this combination can be found in note 30.
On the 5th September 2024, the Company acquired 100% of the shareholding in Masterpac Limited.
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Direct subsidiary undertakings
|
|
|
The following were direct subsidiary undertakings of the Company:
|
|
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|
|
|
|
|
|
Masteroast Coffee Co. Limited
|
Plantation House, Newark Road, Peterborough, PE1 5UA
|
|
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|
|
Plantation House, Newark Road, Peterborough, PE1 5UA
|
|
|
|
|
Isurus Fulfilment Limited
|
Plantation House, Newark Road, Peterborough, PE1 5UA
|
|
|
|
|
Mastertec Engineering Limited
|
Plantation House, Newark Road, Peterborough, PE1 5UA
|
|
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|
|
|
29 Brandon Street, Hamilton, South Lanarkshire, ML3 6DA
|
|
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|
|
Plantation House, Newark Road, Peterborough, PE1 5UA
|
|
|
|
|
The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
|
|
|
|
Aggregate of share capital and reserves
|
|
|
|
|
|
|
|
|
Masteroast Coffee Co. Limited
|
|
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|
|
Isurus Fulfilment Limited
|
|
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|
|
Mastertec Engineering Limited
|
|
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|
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|
|
|
|
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|
|
Indirect subsidiary undertaking
|
|
|
The following was an indirect subsidiary undertaking of the Company:
|
|
|
|
|
|
|
|
|
Edinburgh Tea and Coffee Company Ltd. (subsidiary of OCC Holdings Limited)
|
29 Brandon Street, Hamilton, South Lanarkshire, ML3 6DA
|
|
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Indirect subsidiary undertaking (continued)
|
|
The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
|
|
|
|
Aggregate of share capital and reserves
|
|
|
|
Edinburgh Tea and Coffee Company Ltd. (subsidiary of OCC Holdings Limited)
|
|
|
|
|
Restated investment property
|
|
|
|
|
|
Freehold investment properties
|
Long term leasehold investment property
|
|
|
|
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|
|
|
|
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|
|
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|
|
|
Transfers between classes
|
|
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|
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|
|
During the 2024 financial year, the directors have reconsidered both investment properties held and concluded that their likely market values have not moved significantly from their recent valuation and purchase prices.
During the year the use of a property has changed to be used in the main trade of the entity. As of this it has been transferred from investment property into Freehold property.
The 2024 valuations were made by the directors, on an open market value for existing use basis.
|
|
If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Raw materials and consumables
|
|
|
|
|
|
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
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|
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|
|
|
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|
|
|
|
The bank overdraft balance outstanding at the balance sheet date is £Nil (2023 £1,110,204). The facility is secured by a cross guarantee and debenture between Isurus Fulfilment Limited, Masteroast Coffee Co Limited & MCEU Limited.
Bank loans are secured by charge over company properties, interest accrues monthly interest at base rate plus 1.95%. The loan has a 15 year repayment profile, following a 12 month capital repayment holiday which ends in October 2025.
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Obligations under finance lease and hire purchase contracts amounting to £47,419 (2023: £110,593) are secured against the assets to which they relate.
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans are secured by charge over company properties, interest accrues monthly interest at base rate plus 1.95%. The loan has a 15 year repayment profile, following a 12 month capital repayment holiday which ends in October 2025.
Obligations under finance lease and hire purchase contracts amounting to £Nil (2023: £7,484) are secured against the assets to which they relate.
|
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within 1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 2-5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due after more than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Hire purchase and finance leases
|
|
|
Minimum lease payments under hire purchase fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Credited)/charged to profit or loss
|
|
|
|
|
|
|
|
|
The provision for deferred taxation is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
Short term timing differences
|
|
|
|
|
|
|
Losses and other deductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
A Long Term Incentive Programme (LTIP) is in place for certain employees. Under this LTIP, the company will receive services from the employees in exchange for cash based on the growth of the company. The LTIP commenced during the year. The LTIP will continue and will mature at a future date agreed upon between relevant parties.
The total expenses recognised for the year and the total liabilities recognised at the end of the year are as follows:
|
|
|
|
|
|
Long term incentive programme
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
950 (2023 - 950) Ordinary shares of £1.00 each
|
|
|
|
|
|
50 (2023 - 50) Ordinary A shares of £1.00 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment property revaluation reserve
The investment property revaluation reserve represents the cumulative effect of revaluations of investment property.
Profit and loss account
The profit and loss account represents cumulative profits or losses, net of dividends paid and other
adjustments.
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 23 April 2024, Masteroast Holdings Limited acquired 75% of the share capital of OCC Holdings Limited. Through this acquisition, the Group also gained control of Edinburgh Tea and Coffee Company Limited, which is 75% owned by OCC Holdings Limited, thereby strengthening its position in Scotland.
The total consideration amounted to £732,287.
The total non-controlling interest arising on this acquisition amounted to £225,867.
The goodwill arising on consolidation of £643,730 has been included within intangible assets and is being amortised over a 10 year period.
|
|
Acquisition of the OCC Holdings Group
|
|
|
The following table summarises the consideration paid by the group, the fair value of assets acquired and the liabilities assumed at the acquisition date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
30.Business combinations (continued)
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
|
|
The results of both OCC Holdings Limited and Edinburgh Tea and Coffee Company Ltd. since acquisition are as follows:
|
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period since acquisition
|
|
A correction has been accounted for in the financial statements to restate the prior year figures with regards to the treatment of leasehold improvements and investment property. As a result, leasehold improvements have fallen by £200,951, from £305,081 to £104,130 and Investment Property has increased by £200,951, from £2,978,418 to £3,179,369. This adjustment has had no affect on net assets or profit for the year.
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
At 31 December 2024 the Group and Company had capital commitments as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company operates a defined contributions pension scheme. The assets of the scheme are held
separately of those of the Company in an independently administered fund. The pension cost charge
represents contributions payable by the Company to the fund and amounted to £460,555 (2023: £309,490). Contributions totalling £22,815 (2023: £nil) were outstanding at the year end and this balance is included within other creditors.
|
|
Transactions with directors
|
During the year, advances of £24,722 (2023: £39,137) were made to the director Mr M Mills, of which £28,868 (2023: £453,496) was repaid. At the year end £2,665 (2023: £6,811) was owed by Mr M Mills to the Company. Interest has been charged on this loan at a commercial rate totalling £NIL (2023: £8,265). This balance is shown within other debtors.
During the year, advances of £142,703 (2023: £86,044) were made to the director Mr L G Mills, of which £81,484 (2023: £146,188) was repaid. At the year end £31,937 (2023: £93,156) was owed to Mr L G Mills. Interest has been charged on this loan at a commercial rate totalling £NIL (2023: £NIL). This balance is shown within other creditors.
During the year, advances of £114,298 (2023: £79,394) were made to the director Mrs Y E V Mills, of which £204,500 (2023: £97,326) was repaid. At the year end £168,829 (2023: £78,627) was owed to Mrs Y E V Mills. This balance is shown within other creditors.
During the year, advances of £43,649 (2023: £17,920) were made to the director Mr A G Fawkes, of which £45,731 (2023: £21,147) was repaid. At the year end £507 (2023: £2,589) was owed to Mr A G Fawkes by the Company. Interest has been charged on this loan at a commercial rate totalling £NIL (2023: £NIL). This balance is shown within other debtors.
|
|
MASTEROAST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Related party transactions
|
|
|
The total remuneration for key management personnel for the year, including directors totalled £605,191 (2023: £492,571).
During the year, subsidiary Masteroast Coffee Co. Limited sold goods totalling £361,339 (2023: £447,276) and purchased goods totalling £123 (2023: £11,371) from MCEU Limited, a wholly owned subsidiary of the Group. At the Balance sheet date Masteroast Coffee Co. Limited was owed £202,944 (2023: £175,074) from MCEU Limited.
During the year, sales totalling £Nil (2023: £23,713) and purchases totalling £Nil (2023: £89,755) were made to Plantation Management LLP by the Group, of which directors Mr L G Mills, Mrs Y E V Mills and Mr A G Fawkes are sole members. At the balance sheet date the Group was owed £Nil (2023: £NIL) from Plantation Management LLP, These directors ceased acting for the entity following dissolution on the 9th July 2024.
During the year, rent of £19,200 (2023: £19,200) was charged by the Group to Casewick Stud Equestrian Limited, a company in which Miss N L Mills, daughter of the majority shareholder of the Group Mr L G Mills, is a director and sole shareholder.
During the year, there were dividends of £176,160 (2023: £190,640) paid to the shareholders of the Group.
In the prior year a sale of a fixed asset took place to Casewick Stud Equestrian Limited, a company of which the Mills directors are closely connected. Proceeds of £10,000 where received for the asset, the directors were unable to confirm this transaction was at arm’s length.
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On 11 July 2025, the Company acquired 100% of the share capital of Whiteheads (1858) Limited. At the date of signing these financial statements, it is not yet possible to reliably estimate the full financial impact of the acquisition. The Company does not expect to obtain any additional external financing to complete the transaction.
The Company is controlled by its majority shareholder, Mr L G Mills.
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