FOODATION LTD 31/12/2019 iXBRL

FOODATION LTD 31/12/2019 iXBRL

FOODATION LTD - Company Information

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31/12/2019 2019-12-31 false false false false true false false false false false false false false true false false true false false false false false false false false 2019-01-01 Sage Accounts Production 2020 Update 1 - FRS102_2014 xbrli:pure xbrli:shares iso4217:EUR 10831237 2019-01-01 2019-12-31 10831237 2019-12-31 10831237 2018-01-01 2018-12-31 10831237 2018-12-31 10831237 2017-12-31 10831237 bus:OrdinaryShareClass1 2019-01-01 2019-12-31 10831237 bus:OrdinaryShareClass2 2019-01-01 2019-12-31 10831237 bus:LeadAgentIfApplicable 2019-01-01 2019-12-31 10831237 bus:Director9 2019-01-01 2019-12-31 10831237 bus:Director1 2019-01-01 2019-12-31 10831237 core:IntangibleAssetsOtherThanGoodwill 2018-12-31 10831237 core:IntangibleAssetsOtherThanGoodwill 2019-12-31 10831237 core:AfterOneYear 2018-12-31 10831237 core:RetainedEarningsAccumulatedLosses 2018-01-01 2018-12-31 10831237 core:RetainedEarningsAccumulatedLosses 2019-01-01 2019-12-31 10831237 core:WithinOneYear 2019-12-31 10831237 core:WithinOneYear 2018-12-31 10831237 core:ShareCapital 2019-12-31 10831237 core:ShareCapital 2018-12-31 10831237 core:SharePremium 2019-12-31 10831237 core:SharePremium 2018-12-31 10831237 core:RetainedEarningsAccumulatedLosses 2019-12-31 10831237 core:RetainedEarningsAccumulatedLosses 2018-12-31 10831237 core:ShareCapital 2017-12-31 10831237 core:SharePremium 2017-12-31 10831237 core:RetainedEarningsAccumulatedLosses 2017-12-31 10831237 bus:OrdinaryShareClass1 core:ShareCapital 2019-12-31 10831237 bus:OrdinaryShareClass1 core:ShareCapital 2018-12-31 10831237 bus:OrdinaryShareClass2 core:ShareCapital 2019-12-31 10831237 bus:OrdinaryShareClass2 core:ShareCapital 2018-12-31 10831237 core:IntangibleAssetsOtherThanGoodwill 2019-01-01 2019-12-31 10831237 core:IntangibleAssetsOtherThanGoodwill 2018-12-31 10831237 core:CostValuation core:Non-currentFinancialInstruments 2018-12-31 10831237 core:AdditionsToInvestments core:Non-currentFinancialInstruments 2019-12-31 10831237 core:CostValuation core:Non-currentFinancialInstruments 2019-12-31 10831237 core:Non-currentFinancialInstruments core:ProvisionsForImpairmentInvestments 2019-12-31 10831237 core:ImpairmentLossProvisionsForImpairmentInvestments core:Non-currentFinancialInstruments 2019-12-31 10831237 core:Non-currentFinancialInstruments 2018-12-31 10831237 bus:Director1 2018-12-31 10831237 bus:Director1 2019-12-31 10831237 bus:Director1 2018-12-31 10831237 bus:Director1 2018-01-01 2018-12-31 10831237 bus:SmallEntities 2019-01-01 2019-12-31 10831237 bus:Audited 2019-01-01 2019-12-31 10831237 bus:FullAccounts 2019-01-01 2019-12-31 10831237 bus:SmallCompaniesRegimeForAccounts 2019-01-01 2019-12-31 10831237 bus:PrivateLimitedCompanyLtd 2019-01-01 2019-12-31 10831237 core:PatentsTrademarksLicencesConcessionsSimilar 2019-01-01 2019-12-31 10831237 core:CapitalContributionReserve 2019-01-01 2019-12-31 10831237 core:ImmediateParent 2019-01-01 2019-12-31 10831237 core:Subsidiary1 2019-01-01 2019-12-31 10831237 core:KeyManagementIndividualGroup1 2019-01-01 2019-12-31 10831237 core:KeyManagementIndividualGroup1 2018-01-01 2018-12-31 10831237 core:CapitalContributionReserve 2019-12-31 10831237 core:ImmediateParent 2018-12-31 10831237 core:Subsidiary1 2018-12-31
Company registration number: 10831237
FOODATION LTD
Filleted financial statements
31 December 2019
FOODATION LTD
Contents
Directors' responsibilities statement
Statement of financial position
Statement of changes in equity
Notes to the financial statements
FOODATION LTD
Directors' responsibilities statement
Year ended 31 December 2019
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
FOODATION LTD
Statement of financial position
31 December 2019
2019 2018
Note € € € €
Fixed assets
Intangible assets 5 59,000 175,452
Investments 6 - 5,041,669
_________ _________
59,000 5,217,121
Current assets
Debtors 7 140,931 4,565,387
Cash at bank and in hand 26,712 548,669
_________ _________
167,643 5,114,056
Creditors: amounts falling due
within one year 8 ( 40,125) ( 61,325)
_________ _________
Net current assets 127,518 5,052,731
__________ __________
Total assets less current liabilities 186,518 10,269,852
Creditors: amounts falling due
after more than one year 9 - ( 2,017,539)
__________ __________
Net assets 186,518 8,252,313
__________ __________
Capital and reserves
Called up share capital 10 8,445,806 8,445,806
Share premium account 124,194 124,194
Capital contribution 2,017,539 -
Profit and loss account ( 10,401,021) ( 317,687)
__________ __________
Shareholders funds 186,518 8,252,313
__________ __________
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
These financial statements were approved by the board of directors and authorised for issue on 23 April 2021 , and are signed on behalf of the board by:
Orazio Decillis
Director
Company registration number: 10831237
FOODATION LTD
Statement of changes in equity
Year ended 31 December 2019
Called up share capital Share premium account Capital contribution Profit and loss account Total
€ € € € €
At 1 January 2018 8,445,806 124,194 - ( 75,373) 8,494,627
_________ ________ __________ __________ __________
Loss for the year ( 242,314) ( 242,314)
_________ ________ __________ __________ __________
Total comprehensive income for the year - - - ( 242,314) ( 242,314)
_________ ________ __________ __________ __________
At 31 December 2018 and 1 January 2019 8,445,806 124,194 - ( 317,687) 8,252,313
_________ ________ __________ __________ __________
Loss for the year ( 10,083,334) ( 10,083,334)
_________ ________ __________ __________ __________
Total comprehensive income for the year - - - ( 10,083,334) ( 10,083,334)
_________ ________ __________ __________ __________
Capital contribution - - 2,017,539 - 2,017,539
_________ ________ __________ __________ __________
Total investments by owners - - 2,017,539 - 2,017,539
_________ ________ __________ __________ __________
At 31 December 2019 8,445,806 124,194 2,017,539 ( 10,401,021) 186,518
_________ ________ __________ __________ __________
FOODATION LTD
Notes to the financial statements
Year ended 31 December 2019
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is FC 865 Salisbury House, 29 Finsbury Circus, London, EC2M 5SQ.The principal activity of the company is that of an investment holding company .
2. Statement of compliance
These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared under the historical cost convention. The financial statements are presented in euros which is the functional currency of the company and rounded to the nearest euro.
Going concern
At the time of approving the financial statements, the directors have reasonable expectation that the company will continue to receive financial support from its parent undertaking and therefore has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. The directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.
Consolidation
The company has taken advantage of the exemption from the requirement to prepare consolidated financial statements contained in Section 399 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Patents, trademarks and licences - Between 3 to 8 years on a straight line basis
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.Debt instruments are subsequently measured at amortised cost. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 7 (2018: 6 ).
5. Intangible assets
Patents, trademarks & licences
€
Cost
At 1 January 2019 and 31 December 2019 207,638
________
Amortisation
At 1 January 2019 32,186
Charge for the year 27,559
Impairment losses 88,893
________
At 31 December 2019 148,638
________
Carrying amount
At 31 December 2019 59,000
________
At 31 December 2018 175,452
________
6. Investments
Investment in subsidiary undertaking
€
Cost
At 1 January 2019 5,041,669
Additions - capital contribution 4,060,609
_________ |
At 31 December 2019 9,102,278
_________ |
Impairment
At 1 January 2019 -
Impairment loss 9,102,278
_________ |
At 31 December 2019 9,102,278
_________ |
Carrying amount
At 31 December 2019 -
_________ |
At 31 December 2018 5,041,669
_________ |
7. Debtors
2019 2018
€ €
Amounts owed by group undertakings - 4,477,459
Other debtors 140,931 87,928
________ _________
140,931 4,565,387
________ _________
8. Creditors: amounts falling due within one year
2019 2018
€ €
Trade creditors - 25,902
Corporation tax 13,501 17,685
Social security and other taxes - 1,672
Other creditors 26,624 16,066
_______ _______
40,125 61,325
_______ _______
9. Creditors: amounts falling due after more than one year
2019 2018
€ €
Amounts owed to parent undertaking - 2,000,000
Other creditors - 17,539
_________ _________
- 2,017,539
_________ _________
10. Called up share capital
Issued, called up and fully paid
2019 2018
No. € No. €
A Ordinary shares of € 0.11 each 7,157,463 787,321 7,157,463 787,321
Peference shares of € 1.07 each 7,157,463 7,658,485 7,157,463 7,658,485
__________ _________ __________ _________
14,314,926 8,445,806 14,314,926 8,445,806
__________ _________ __________ _________
The A Ordinary shares do not and shall not confer on each holder the right to receive notice of and to attend, speak and vote at all general meetings nor to receive and vote on proposed written resolutions of the company.The Preference shares shall confer on each holder the right to receive notice of and to attend, speak and vote at all general meetings and to receive and vote on proposed written resolutions of the company.In the event of a distribution or liquidation, the company shall first pay the holders of Preference shares pro-rata to the number of Preference shares held up to repayment in full of the amount paid up by each such shareholder plus compound interest at 1% per annum on such amount and, thereafter, the company shall pay to the holders of Ordinary shares pro-rata to the number of Ordinary shares held. Dividends in respect of preference shares are non-cumulative.
11. Other financial commitments
The company has given a guarantee in respect of a bank loan amounting to €600,000 from Mediocredito Italiano SpA to group undertaking, Briscola Milano Srl. This guarantee is effective from 21 November 2018.
12. Summary audit opinion
The auditor's report for the year dated 23 April 2021 was unqualified.
The senior statutory auditor was Frank Murray Weinberg for and on behalf of Somers Baker Prince Kurz LLP
13. Directors advances, credits and guarantees
During the year the directors entered into the following advances and credits with the company:
2019
Balance brought forward Advances /(credits) to the directors Balance o/standing
€ € €
Riccardo Cortese 54,416 44,549 98,965
_______ _______ _______
2018
Balance brought forward Advances /(credits) to the directors Balance o/standing
€ € €
Riccardo Cortese - 54,416 54,416
_______ _______ _______
14. Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value Balance owed by/(owed to)
2019 2018 2019 2018
€ € € €
Argenta Sub-Holding Limited - - - ( 2,000,000)
Foodation Srl - - - 4,445,609
Directors' remuneration 27,730 47,194 - -
________ _______ _________ _________
The amount owed to the parent undertaking, Argenta Sub-Holding Limited, related to an interest bearing loan. During the year, the principal amount above together with the interest payable accrued of €17,539 were waived by the parent undertaking as a capital contribution to the company. The amount owed by the subsidiary undertaking, Foodation Srl, above related to an unsecured interest-free loan repayable on demand, of which €4,060,609 was waived by the company as a capital contribution to the subsidiary dring the year.
15. Ethical standards
In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist in the preparation of the financial statements.
16. Controlling party
The company's parent undertaking is Argenta Sub-Holding Limited , a company registered in the UK, and its ultimate parent undertaking is Argenta Holdings Sarl , a company registered in Luxembourg.