Year Ended
Registration number:
F&B Profiles (Holdings) Limited
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
F&B Profiles (Holdings) Limited
Company Information
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Director |
R F Avery |
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Company secretary |
L H Sinclair |
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Registered office |
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Auditors |
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F&B Profiles (Holdings) Limited
Strategic Report
Year Ended 31 March 2025
The director presents his strategic report for the year ended 31 March 2025.
Principal activity
The principal activity of the group is that of a holding company.
The principal activities of the group are to supply profile, plasma and laser cut steel and stainless plate, engineering steels, cutting tools and fasteners to engineering companies in the United Kingdom. In addition the group designs, manufactures and sells specialised attachments for the construction and agricultural industries and precision engineered products including ground support equipment for airlines worldwide.
Review of the business
As has been the case for the sector as a whole, the year to 31 March 2025 was a challenging one for the group as a result of the uncertainty in the British and European economies due to a combination of the impact of elections in the UK and US and the ongoing conflicts in Ukraine and the Middle East. Furthermore, the group has not been immune from the inflationary economic environment, in terms of both raw materials and both production and administrative costs that has impacted UK manufacturing as a whole. As a result, turnover reduced versus the prior year, however no significant customers were lost and margins remained consistent with the prior year.
Despite these factors, continuing ongoing strong control has resulted in the group achieving a pre tax profit of £1,242,465 (2024 - £3,380,012). However profits year to year are not strictly comparable due to the impact of the sale in the previous financial year of the freehold property previously owned by the group and hence a full year impact of the increased rental charges borne by the group as a result. The impact on profits for the year, when compared to 2024, as a result of this was approximately £196,250. The gross profit percentage, which is the main key performance indicator used by the director to monitor the performance of the business was 26.0% (2024 – 28.2%). Turnover reduced from £49,086,317 in 2024 to £45,072,843 in 2025 for the reasons discussed above.
The results for the year ended 31 March 2025 can be largely split into two halves. The first half-year showed a continuation of the decline shown in the previous year, due to the factors noted above. However from October 2024 the market began to show a marked upturn, with a steady recovery in monthly order intake, revenue and profitability. By the year end, monthly order intake was back at historic, and indeed record, levels. This has continued post year end. As a result the director is satisfied with the result for the year, and looks forward to an improved result for the year ended 31 March 2026.
The year end consolidated balance sheet position remains strong this year with net assets of £20,371,227 (2024 - £20,497,423). Cash held within the group remains strong. £5m cash was invested in a short term money market account during the year to increase interest earned. When this amount is added to the year end cash balance, the total held shows an increase over the prior year end balance, and provides a strong reserve for future investment in the growth of the business through a funding of what can be material working capital fluctuations as the business continues to grow and also the ability to pursue asset and complementary business acquisition opportunities as they arise. The group continued to maintain its stock holding strategy in order to ensure customer service and supply thereby retaining and enhancing those customer relationships, with the year end balance being £8,709,591 (2024 - £9,889,204). The year also saw further fixed asset investment with the addition of plant and machinery of £138,292 (2024 - £285,320).
F&B Profiles (Holdings) Limited
Strategic Report
Year Ended 31 March 2025
Future developments
Having given due consideration to the principal risk and uncertainties as described below, as well as the ongoing impact on global supply chains, steel, and oil and other energy prices (which impact the cost of steel production) of the conflicts in Ukraine and the Middle East, the director looks forward to a successful year to March 2026 and beyond.
Principal risks and uncertainties
The principal risks and uncertainties facing the group are the uncertainty of the British and European economies which impacts the group in a number of ways. The group is exposed to market risk in relation to the performance of the broader UK economy and competition from other market participants. The board considers the likelihood of changes in the wider UK economy to be moderate however considers the impact of any such change to be low. The key customer sectors of construction, aerospace, defence and engineering are impacted to varying degrees by the ongoing economic uncertainty and during the year further growth into the agricultural sector was achieved. Within the group itself inflationary pressures in energy, distribution and staff costs lie outside the director's control to a significant degree.
The group is focused upon being an employer of choice and retains an experienced management and workforce team however as the business continues to grow the director recognises that availability of skilled staff is challenging in the current economic environment.
Steel prices have, once again, fluctuated during the year. The group closely monitors the steel market and prepares for anticipated prices changes by altering stock levels. In addition, the group's gross profit margin is under constant review and where possible any input price increase is passed on.
Section 172(1) statement – Director’s duties
The director of the group must act in accordance with a set of general duties which are encapsulated within Section 172 of the UK Companies Act 2006 and can be summarized as follows:
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(i) |
The likely consequences of any decisions in the long term |
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(ii) |
The interests of the group’s employees |
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(iii) |
The need to foster the group’s business relationships with suppliers, customers and others |
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(iv) |
The impact of the group’s operations on the community and environment |
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(v) |
The need to act fairly as between shareholders of the company |
The following paragraphs summarise how the director fulfils these statutory duties:
Group stakeholders
Our key stakeholders are our customers, employees, suppliers and shareholders. The group takes care to take strategic decisions that improve the long-term value of the business, whilst considering the needs of our various stakeholders.
Customers are at the heart of our business. We strive to deliver at the right price and on time. We have regular contact with our major customers, lots of whom have been our partners for many years, with credit control a key process within the business.
Our employees are essential to the operation of the business and the delivery of our objectives. We endeavor to create a culture of openness and inclusivity to enable them to focus on delivering excellent service to our customers.
F&B Profiles (Holdings) Limited
Strategic Report
Year Ended 31 March 2025
Environmental matters
Our products, and the way we deliver them, have a longer-term impact on our environment and our aim, wherever possible, is to make it a positive one. We operate in accordance with our Environmental Policy which applies to all our operations and administrative functions. It is our aim to reduce the environmental impact of our business and to operate in a responsible manner.
Key Decisions:
Investment in plant and machinery
To facilitate growth, efficiency and quality of manufacturing processes the group made further investments during the year in both repairing and refurbishing existing plant and equipment and in buying new additional equipment where necessary. Consideration is given to the service offered to customers and the safety of staff when selecting and purchasing all equipment.
Short term cash management
The group has always maintained a policy of holding significant cash balances to allow for future investment in the business when the need or opportunity arises. This policy continues however, in order to maximize return on cash held, the decision was taken to invest a significant proportion of cash in a short term money market account.
Approved and authorised by the
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F&B Profiles (Holdings) Limited
Director's Report
Year Ended 31 March 2025
The director presents his report and the for the year ended 31 March 2025.
Results and dividends
The profit for the year, after taxation, amounted to £923,804 (2024 - £2,562,676). An interim dividend of £1,050,000 (2024 - £1,050,000) was declared and paid during the year. In the prior year, dividends in specie totaling £8,862,039 were declared and “paid” as part of the demerger exercise carried out in the year. No final dividend has been declared.
Director of the group
The director who held office during the period was as follows:
Information included in the Strategic Report
For a review of the business and future developments please see the strategic report on page 2.
Financial instruments
Objectives and policies
The group's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks.
The group does not use hedge accounting.
Price risk, credit risk, liquidity risk and cash flow risk
The group's exposure to the price risk of financial instruments is therefore minimal. As the counterparty to all financial instruments is its bankers, it is also exposed to minimal credit and liquidity risks in respect of these instruments.
Its cash flow risk is also minimal as it aims to pay suppliers in accordance with their stated terms. The directors do not consider any other risk attaching to the use of financial instruments to be material to an assessment of its financial position or profit.
Employment of disabled persons
The group fully supports the provision of equal opportunities in the workplace and ensures full involvement of all employees regardless of their sex, marital status, sexual orientation, disability, race, religion and belief, colour, nationality, ethnic origin or age.
Applications for employment by disabled persons are always considered, bearing in mind the aptitudes of the applicant provided. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the group continues and that the appropriate training is concerned. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Environmental report
The following disclosures relate to the principal trading subsidiary company, F&B Profiles Limited. The other trading subsidiary, Whites Material Handling Limited, is exempt from the requirement to disclose.
F&B Profiles (Holdings) Limited
Director's Report
Year Ended 31 March 2025
The company has assessed its carbon footprint inside the UK across Scope 1 and Scope 2 emission releasing activities in line with the UK Government's Environmental Reporting Guidelines 2019. The summary shows total CO2e emissions during the year and previous year, our selected intensity metric, the total usage of electricity and gas, and a summary of actions taken in regard to energy use reduction during the period.
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CO2e (tonnes) 2025 |
Energy Use (mWh) 2025 |
CO2e (tonnes) 2024 |
Energy Use (mWh) 2024 |
|
|
Emissions from the combustion of gas, fuel and operation of facilities (Scope 1) |
214 |
1,110 |
184 |
1,092 |
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Emissions from the combustion of fuel for transport purposes (Scope 1) |
553 |
2,313 |
559 |
2,341 |
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Total Scope 1 |
767 |
3,423 |
743 |
3,433 |
|
Emissions from electricity purchases for own use (Scope 2) |
403 |
1,947 |
466 |
2,060 |
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Total Scope 2 |
403 |
1,947 |
466 |
2,060 |
|
Total |
1,170 |
5,370 |
1,209 |
5,493 |
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Total CO2e tonnes per £m revenue |
32.10 |
n/a |
30.31 |
n/a |
The intensity ratio of tonnes of CO2 emissions per £1m of revenue has increased compared to the prior year. The company has seen a reduction in total gross emissions this year due to energy saving initiatives and continued investment in efficient delivery vehicles. However, the company’s turnover has decreased which has caused the increase in the intensity ratio despite the overall reduction in emissions.
The group continues to take steps to identify opportunities to reduce its carbon emissions. During the financial year to 31 March 2025 the group has progressed with its program to install energy efficient lighting and sensors in its buildings, continued to replace the existing diesel forklifts with electric models and to replace the existing delivery fleet with more efficient alternatives.
Disclosure of information to the auditor
The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of PKF Francis Clark as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
F&B Profiles (Holdings) Limited
Director's Report
Year Ended 31 March 2025
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F&B Profiles (Holdings) Limited
Statement of Director's Responsibilities
The director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 UK 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
F&B Profiles (Holdings) Limited
Independent Auditor's Report to the Members of F&B Profiles (Holdings) Limited
Opinion
We have audited the financial statements of F&B Profiles (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's profit for the period 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 group and parent 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 director 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.
F&B Profiles (Holdings) Limited
Independent Auditor's Report to the Members of F&B Profiles (Holdings) Limited
We have nothing to report in this regard.
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 Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Director's 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 Director's 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of director's remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities set out on page 8, the director is 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 director determines 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 director is responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
F&B Profiles (Holdings) Limited
Independent Auditor's Report to the Members of F&B Profiles (Holdings) Limited
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 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 group operates as part of this assessment to identify the key laws and regulations affecting the group. As part of this, we reviewed the group's website for indication of the regulations and certification in place and discussed these with the relevant individuals responsible for compliance.
The key regulations we identified were employment law, health and safety regulations, tax legislation and the Environment Act 2021. We have also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the UK Generally Accepted Accounting Practice and the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of 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:
- Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements.
- Review of the group's health and safety incident logs, for any instances of reportable breaches or non-compliance.
- Reviewed the 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 that there were none. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
F&B Profiles (Holdings) Limited
Independent Auditor's Report to the Members of F&B Profiles (Holdings) Limited
We assessed the susceptibility of the financial statements to material misstatements through management override or fraud and obtained an understanding of the controls in place to mitigate the manipulation of the financial statements. The key risk we identified was manipulation of results with the principle risks relating to overstatement of revenue to present a more favourable commercial position. Based upon our understanding we designed and conducted audit procedures including:
- Audited 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.
-Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.
- Performed existence procedures on revenue;
- Performed cut off procedures on revenue both before the period end and after.
- Investigated the rationale behind significant or unusual transactions.
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. 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 omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
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
BS1 6DP
F&B Profiles (Holdings) Limited
Consolidated Profit and Loss Account
Year Ended 31 March 2025
|
Note |
2025 |
2024 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
45,066 |
(31,836) |
||
|
Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the financial year |
|
|
The group has no recognised gains or losses for the year other than the results above.
F&B Profiles (Holdings) Limited
Consolidated Balance Sheet
31 March 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Investments |
|
- |
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
44,559,618 |
44,559,618 |
|
|
Merger reserve |
(43,116,045) |
(43,116,045) |
|
|
Profit and loss account |
18,927,654 |
19,053,850 |
|
|
Equity attributable to owners of the company |
20,371,227 |
20,497,423 |
|
|
Shareholders' funds |
20,371,227 |
20,497,423 |
Approved and authorised by the
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Company Registration Number: 14789860
F&B Profiles (Holdings) Limited
Balance Sheet
31 March 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
44,559,618 |
44,559,618 |
|
|
Shareholders' funds |
44,559,618 |
44,559,618 |
The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial period of £1,050,000.
Approved and authorised by the
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Company Registration Number: 14789860
F&B Profiles (Holdings) Limited
Consolidated Statement of Changes in Equity
Year Ended 31 March 2025
|
Share capital |
Merger reserve |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
( |
|
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 31 March 2025 |
|
( |
|
|
|
Share capital |
Revaluation reserve |
Merger reserve |
Profit and loss account |
Total |
|
|
At 1 April 2023 |
- |
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Dividends |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
- |
|
|
Other share capital movements |
(9,230,377) |
- |
- |
- |
(9,230,377) |
|
Merger reserve arising on reconstruction |
- |
- |
( |
- |
( |
|
Other movements on reserves |
- |
(94,478) |
- |
94,478 |
- |
|
At 31 March 2024 |
|
- |
( |
|
|
F&B Profiles (Holdings) Limited
Statement of Changes in Equity
Year Ended 31 March 2025
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
- |
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 March 2025 |
|
- |
|
|
Share capital |
Profit and loss account |
Total |
|
|
Profit for the period |
- |
|
|
|
Dividends |
- |
( |
( |
|
New share capital subscribed |
|
- |
|
|
Capital reduction demerger |
(9,230,377) |
- |
(9,230,377) |
|
At 31 March 2024 |
44,559,618 |
- |
44,559,618 |
F&B Profiles (Holdings) Limited
Consolidated Statement of Cash Flows
Year Ended 31 March 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease in stocks |
|
|
|
|
Decrease in debtors |
|
|
|
|
Increase/(decrease) in creditors |
|
( |
|
|
Increase in provisions |
|
|
|
|
Cash generated from operations |
|
|
|
|
Corporation tax paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Purchase of current asset investments |
( |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
6,180,012 |
8,046,794 |
|
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
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
|
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'. There are no material departures from FRS 102.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
The presentational currency of the company is pounds Sterling as this is the currency of the economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
The group was formed via a group reconstruction under FRS 102 and therefore the financial statements have been prepared using merger accounting principles as if the group had been in existence for both the current and previous financial periods.
Going concern
The director's report describes the group's exposure to credit risk and cash flow risk. The director has, at the time of approving the accounts, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future having prepared forecasts to March 2027. Thus the going concern basis of accounting in preparation of the financial statements continues to be adopted.
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
Key judgements and sources of estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from the sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate occurs where the revision affects only that period, or in the period of the revision and future periods where the revision reflects both current and future periods.
Determining whether there are indicators of impairment of the group's tangible assets. Tangible fixed assets are depreciated over their useful life taking into account residual values, where appropriate. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. The carrying amount is £1,606,311 (2024 - £1,950,253).
Determining whether stock is held at the correct value by ensuring it is stated at the lower of cost or net realisable value, the estimate being the selling price less costs to complete and sell. Stock is assessed for impairment and potential provision is estimated. Management undertake regular stocktakes and review the ageing and selling profile of stock. The carrying amount is £8,709,591 (2024 - £9,889,204).
Investments in subsidiaries held by the company are measured at cost less impairment. This requires estimation of the carrying value of the investment as to whether an impairment has occurred at the balance sheet date. The carrying amount is £44,519,618 (2024 - £44,519,618).
Dilapidations provisions have been estimated. These provisions represent the best estimate of the liability to make good property in accordance with the terms of lease agreements, at the time of the balance sheet date, the actual liability being dependent on future events such as economic environment and market place demand. Expectations will be revised each period until the liability arises, with any difference accounted for in the period in which the revision is made. The carrying amount is £884,776 (2024 - £839,598).
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 group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
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 group 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 consolidated 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.
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 and loss during the period in which they are incurred.
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 |
|
Long term leasehold property |
over the period of the lease |
|
Short term leasehold property |
over the period of the lease |
|
Vehicles, plant and machinery |
15 - 25% straight line |
|
Fixtures and fittings |
15 - 33% straight line |
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Current asset investments
Investments in money market deposits with non-cancellable terms maturing after three months are held as current asset investments and recognised at cost.
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on an average costing (AVCO) basis or actual costs. 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.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probably that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the balance sheet.
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
Operating leases: the group as a lessee
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 the profit and loss on a straight line basis over the lease term.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared. 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.
Defined contribution pension obligation
The company operates a defined contribution scheme for its employees. A defined contribution scheme is a pension scheme under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the scheme are held separately from the company in independently administered funds.
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Intercompany debtors and creditors;
• Cash and bank balances.
• Money market deposits
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the group 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.
Such instruments 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.
Impairment
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the reporting date.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
The analysis of the group's Turnover for the year by class of business is as follows:
|
2025 |
2024 |
|
|
Stockholding |
|
|
|
Engineering |
|
|
|
|
|
The analysis of the group's Turnover for the year by market is as follows:
|
2025 |
2024 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Sub lease rental income |
|
|
|
Miscellaneous other operating income |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Foreign exchange losses |
|
|
|
Profit on disposal of property, plant and equipment |
( |
( |
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
|
Director's remuneration |
The director's remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
- |
|
|
184,356 |
195,950 |
During the year the number of directors who were receiving benefits was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
- |
|
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Auditor's remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
44,500 |
33,000 |
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other tax advisory services |
- |
|
|
All other assurance services |
|
|
|
All other services relating to corporate finance transactions on behalf of the company or any associates |
|
|
|
|
|
Included within the Audit of the financial statements of subsidiaries of the company is £2,000 (2024 - £2,000) borne by a subsidiary in respect of the audit of the company.
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
- |
|
|
|
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
( |
|
335,358 |
762,172 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
|
Arising from changes in tax rates and laws |
- |
|
|
Total deferred taxation |
( |
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Decrease in current tax from adjustment for prior periods |
( |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of expense not deductible in determining taxable profit |
|
|
|
Deferred tax expense from unrecognised tax loss or credit |
- |
|
|
Deferred tax credit from unrecognised temporary difference from a prior period |
( |
- |
|
Deferred tax expense relating to changes in tax rates or laws |
- |
17,745 |
|
Total tax charge |
|
|
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Asset |
Liability |
|
Fixed asset timing differences |
- |
|
|
Short term timing differences |
|
- |
|
|
|
|
2024 |
Asset |
Liability |
|
Fixed asset timing differences |
- |
|
|
Short term timing differences |
|
- |
|
|
|
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
At 1 April 2024 |
|
|
|
At 31 March 2025 |
|
|
|
Amortisation |
||
|
At 1 April 2024 |
|
|
|
At 31 March 2025 |
|
|
|
Carrying amount |
||
|
At 31 March 2025 |
- |
- |
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Tangible assets |
Group
|
Long leasehold land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Plant and machinery |
Total |
|
|
Cost |
|||||
|
At 1 April 2024 |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
Disposals |
- |
( |
- |
( |
( |
|
At 31 March 2025 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 April 2024 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
Eliminated on disposal |
- |
( |
- |
( |
( |
|
At 31 March 2025 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 March 2025 |
|
|
|
|
|
|
At 31 March 2024 |
|
|
|
|
|
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
Included within the net book value of land and buildings above is £Nil (2024 - £Nil) in respect of freehold land and buildings, £59,011 (2024 - £72,692) in respect of long leasehold land and buildings and £164,388 (2024 - £201,483) in respect of short leasehold land and buildings.
|
Investments |
Company
|
2025 |
|
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
|
Cost |
|
|
At 1 April 2024 |
|
|
At 31 March 2025 |
|
|
Provision |
|
|
At 1 April 2024 |
|
|
At 31 March 2025 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 March 2024 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Southway Drive, Warmley, Bristol, BS30 5LW |
|
|
|
|
|
Southway Drive, Warmley, Bristol, BS30 5LW |
|
|
|
|
|
Southway Drive, Warmley, Bristol, BS30 5LW |
|
|
|
Note: the investment in Whites Material Handling Limited is held by F&B Profiles Limited.
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Subsidiary undertakings |
|
F&B Profiles Limited The principal activity of F&B Profiles Limited is |
|
Whites Material Handling Limited The principal activity of Whites Material Handling Limited is |
|
JSL Fasteners Limited The principal activity of JSL Fasteners Limited is |
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Work in progress |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
|
|
- |
- |
|
|
Debtors |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
- |
- |
|
Corporation tax asset |
|
|
- |
- |
|
|
|
- |
- |
|
|
Current asset investments |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Money market deposits |
|
- |
- |
- |
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash at bank |
|
|
- |
- |
|
Bank overdrafts |
- |
( |
- |
- |
|
Cash and cash equivalents in statement of cash flows |
6,180,012 |
8,046,794 |
- |
- |
|
Analysis of cash and cash equivalents and changes in net debt |
Group
|
At 1 April 2024 |
Cash flows |
At 31 March 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
8,340,686 |
(2,160,674) |
6,180,012 |
|
Overdrafts |
(293,892) |
293,892 |
- |
|
8,046,794 |
(1,866,782) |
6,180,012 |
|
|
|
|||
|
|
( |
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
- |
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
Corporation tax |
- |
6,529 |
- |
- |
|
|
|
|
- |
- |
||
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Loans and borrowings |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Current loans and borrowings |
||||
|
Bank overdrafts |
- |
|
- |
- |
|
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Provisions for liabilities |
Group
|
Deferred tax |
Other provisions |
Total |
|
|
At 1 April 2024 |
|
|
|
|
(Decrease)/increase in existing provisions |
( |
|
|
|
At 31 March 2025 |
|
|
|
|
|
|||
Other provisions relates to dilapidations and represents the best estimate of the liability to make good properties in accordance with the terms of lease agreements.
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £32,440 (2024 - £45,890) were payable to the scheme at the end of the year and are included in creditors.
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
44,559,618 |
|
44,559,618 |
Rights, preferences and restrictions
|
B Ordinary shares are non-redeemable and attract full voting, equity and dividend rights. |
|
Dividends |
Interim dividends paid
|
2025 |
2024 |
|||
|
Interim dividends |
|
|
||
The total dividends declared in the prior year included dividends to the former parent company, prior to the demerger detailed in note 28, whereby £4,919,247 dividend in specie of properties and £3,942,792 was declared and settled by clearance of intercompany balances and cash, being £814,218 of the total. The remaining £1,050,000 was declared to the new parent company of the group in place at the year end.
Since the year end the company has declared a dividend of £1,050,000 which has not been provided for in the balance sheet.
|
Parent and ultimate parent undertaking |
The ultimate controlling party is
F&B Profiles (Holdings) Limited
Notes to the Financial Statements
Year Ended 31 March 2025
|
Related party transactions |
Group
|
Transactions with the director |
During the year the group paid rent of £140,000 (2024 - £120,067) to the wife of R F Avery, the director of the group. and paid rent of £135,000 (2024 - £125,047) to R F Avery and his wife.
During the year the director loaned £1,005,319 (2024 - £Nil) to the group and interest of £37,927 (2024 - £Nil) was charged. At the balance sheet date the balance on the director's loan account was £1,043,246 (2024 - £Nil).
Summary of transactions with other related parties
In the prior year the group underwent a restructure as follows:
On 30 June 2023, property owned by the group was transferred by way of dividend in specie to its then parent company, Ash Properties (Bristol) Ltd (formerly F&B Profiles (Holdings) Limited) for the book value of £4,919, 247.
On 25 July 2023, a new parent company, F&B Profiles (Holdings) Limited (formerly Ash Properties (Bristol) Ltd), with the same shareholders as that of the then holding company, acquired the entire share capital of Ash Properties (Bristol) Ltd for £48,291,445.
On 28 July 2023, the investments in F&B Profiles Limited and JSL Fasteners Limited, held by Ash Properties (Bristol) Limited, were transferred to F&B Profiles (Holdings) Limited via a dividend in specie with a total value of £3,731,827.
On 31 July 2023, the investment in Ash Properties (Bristol) Ltd, held by F&B Profiles (Holdings) Limited, was transferred to a new company, Ash Properties (Bristol) Holdings Ltd which is outside of the group headed by F&B Profiles (Holdings) Limited, but with the same ultimate shareholders. This transaction was effected by the shareholders of F&B Profiles (Holdings) Limited returning their A Ordinary shares in the company, with a value of £9,230,377, in exchange for shares in Ash Properties (Bristol) Ltd being transferred.