ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

ORION FOODS LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2023-03-312023-03-31falsetruetruetruefalse2022-04-01No description of principal activity215185false 03325875 2022-04-01 2023-03-31 03325875 2021-04-01 2022-03-31 03325875 2023-03-31 03325875 2022-03-31 03325875 2021-04-01 03325875 1 2022-04-01 2023-03-31 03325875 1 2021-04-01 2022-03-31 03325875 5 2022-04-01 2023-03-31 03325875 5 2021-04-01 2022-03-31 03325875 d:CompanySecretary1 2022-04-01 2023-03-31 03325875 d:Director1 2022-04-01 2023-03-31 03325875 d:RegisteredOffice 2022-04-01 2023-03-31 03325875 e:Buildings e:LongLeaseholdAssets 2022-04-01 2023-03-31 03325875 e:Buildings e:LongLeaseholdAssets 2023-03-31 03325875 e:Buildings e:LongLeaseholdAssets 2022-03-31 03325875 e:PlantMachinery 2022-04-01 2023-03-31 03325875 e:PlantMachinery 2023-03-31 03325875 e:PlantMachinery 2022-03-31 03325875 e:PlantMachinery e:OwnedOrFreeholdAssets 2022-04-01 2023-03-31 03325875 e:OwnedOrFreeholdAssets 2022-04-01 2023-03-31 03325875 e:PatentsTrademarksLicencesConcessionsSimilar 2022-04-01 2023-03-31 03325875 e:PatentsTrademarksLicencesConcessionsSimilar 2023-03-31 03325875 e:PatentsTrademarksLicencesConcessionsSimilar 2022-03-31 03325875 e:Goodwill 2022-04-01 2023-03-31 03325875 e:Goodwill 2023-03-31 03325875 e:Goodwill 2022-03-31 03325875 e:CurrentFinancialInstruments 2023-03-31 03325875 e:CurrentFinancialInstruments 2022-03-31 03325875 e:Non-currentFinancialInstruments 2023-03-31 03325875 e:Non-currentFinancialInstruments 2022-03-31 03325875 e:CurrentFinancialInstruments e:WithinOneYear 2023-03-31 03325875 e:CurrentFinancialInstruments e:WithinOneYear 2022-03-31 03325875 e:Non-currentFinancialInstruments e:AfterOneYear 2023-03-31 03325875 e:Non-currentFinancialInstruments e:AfterOneYear 2022-03-31 03325875 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2023-03-31 03325875 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2022-03-31 03325875 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2023-03-31 03325875 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2022-03-31 03325875 e:UKTax 2022-04-01 2023-03-31 03325875 e:UKTax 2021-04-01 2022-03-31 03325875 e:ShareCapital 2023-03-31 03325875 e:ShareCapital 2022-03-31 03325875 e:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 03325875 e:RetainedEarningsAccumulatedLosses 2023-03-31 03325875 e:RetainedEarningsAccumulatedLosses 2021-04-01 2022-03-31 03325875 e:RetainedEarningsAccumulatedLosses 2022-03-31 03325875 e:RetainedEarningsAccumulatedLosses 2021-04-01 03325875 e:AcceleratedTaxDepreciationDeferredTax 2023-03-31 03325875 e:AcceleratedTaxDepreciationDeferredTax 2022-03-31 03325875 d:OrdinaryShareClass1 2022-04-01 2023-03-31 03325875 d:OrdinaryShareClass1 2023-03-31 03325875 d:OrdinaryShareClass1 2022-03-31 03325875 d:FRS102 2022-04-01 2023-03-31 03325875 d:Audited 2022-04-01 2023-03-31 03325875 d:FullAccounts 2022-04-01 2023-03-31 03325875 d:PrivateLimitedCompanyLtd 2022-04-01 2023-03-31 03325875 e:WithinOneYear 2023-03-31 03325875 e:WithinOneYear 2022-03-31 03325875 e:BetweenOneFiveYears 2023-03-31 03325875 e:BetweenOneFiveYears 2022-03-31 03325875 e:MoreThanFiveYears 2023-03-31 03325875 e:MoreThanFiveYears 2022-03-31 03325875 e:PatentsTrademarksLicencesConcessionsSimilar e:ExternallyAcquiredIntangibleAssets 2022-04-01 2023-03-31 03325875 e:Goodwill e:ExternallyAcquiredIntangibleAssets 2022-04-01 2023-03-31 03325875 2 2022-04-01 2023-03-31 03325875 e:ExternallyAcquiredIntangibleAssets 2022-04-01 2023-03-31 03325875 e:Goodwill e:OwnedIntangibleAssets 2022-04-01 2023-03-31 03325875 e:PatentsTrademarksLicencesConcessionsSimilar e:OwnedIntangibleAssets 2022-04-01 2023-03-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 03325875

ORION FOODS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

ORION FOODS LIMITED

COMPANY INFORMATION

Director	Anwar Bashir


Company secretary	Amjad Bashir


Registered number	03325875


Registered office	137a High Street North
	East Ham
	London
	E6 1HZ


Independent auditors	Barnes Roffe LLP
	Chartered Accountants Statutory Auditor
	Leytonstone House
	Leytonstone
	London
	E11 1GA

ORION FOODS LIMITED

CONTENTS

	Page
Strategic report	1
Director's report	2 - 3
Independent auditors' report	4 - 7
Statement of income and retained earnings	8
Balance sheet	9
Statement of cash flows	10
Notes to the financial statements	11 - 23

ORION FOODS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2023

Introduction

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

Business review

The Company trades under KFC franchised restaurants.
The Company is subject to the difficult trading conditions that are affecting much of the high street, such as the increase in staff costs and energy prices and the current economic climate means that it is challenging times. However, the directors are pleased with the results for the year.

Principal risks and uncertainties

The company is subject to the same general risks and uncertainties as any other business, for example, the impact of natural disasters, changes in general economic conditions including currency and interest rate fluctuations and the impact of competition.
The Company, like many, will continue to be exposed to any severe economic slump due to the current economic factors; however, the directors are of the opinion that the Company is well-placed to see out any impact.

Financial key performance indicators

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company, these being turnover and EBITDA.
Turnover £13.57m (2022 - £13.73m)
EBITDA £1.23m (2022 - £1.72m)

This report was approved by the board on 27 December 2023 and signed on its behalf.

Anwar Bashir

Director

Page 1

ORION FOODS LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 MARCH 2023

The director presents his report and the financial statements for the year ended 31 March 2023.

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙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 Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Director

The director who served during the year was:

Anwar Bashir

Future developments

The director does not believe that the business will change significantly in the foreseeable future.

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:

∙so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Page 2

ORION FOODS LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2023

This report was approved by the board on 27 December 2023 and signed on its behalf.

Anwar Bashir

Director

Page 3

ORION FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORION FOODS LIMITED

Opinion

We have audited the financial statements of Orion Foods Limited (the 'Company') for the year ended 31 March 2023, which comprise the Statement of income and retained earnings, the Balance sheet, the Statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 March 2023 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Page 4

ORION FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORION FOODS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the 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 the 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 or the Director's report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 5

ORION FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORION FOODS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Director's responsibilities statement set out on page 2, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 Auditors' 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:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector, including Companies Act 2006;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
• performed analytical procedures and tested journal entries to identify any unusual or unexpected relationships or transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations.
The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgements made; and
• Management override of controls.

Page 6

ORION FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORION FOODS LIMITED (CONTINUED)

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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.

Gary H Leonard (Senior statutory auditor)

for and on behalf of

Barnes Roffe LLP

Chartered Accountants

Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA

Date: 29 December 2023

Page 7

ORION FOODS LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 MARCH 2023

	2023	2022
Note	£	£


Turnover	4	13,573,631	13,729,568
Cost of sales		(9,582,363)	(8,779,888)
Gross profit		3,991,268	4,949,680
Administrative expenses		(3,390,263)	(3,744,858)
Other operating income	5	-	83,988
Operating profit	6	601,005	1,288,810
Interest receivable and similar income	8	1,920	-
Interest payable and similar expenses	9	(962)	(1,299)
Profit before tax		601,963	1,287,511
Tax on profit	10	(87,717)	(270,744)
Profit after tax		514,246	1,016,767



Retained earnings at the beginning of the year	2,731,188	1,714,421
Profit for the year	514,246	1,016,767
Retained earnings at the end of the year	3,245,434	2,731,188

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of income and retained earnings.

The notes on pages 11 to 23 form part of these financial statements.

Page 8

ORION FOODS LIMITED

REGISTERED NUMBER: 03325875

BALANCE SHEET

AS AT 31 MARCH 2023

		2023		2022
Note		£		£

Fixed assets
Intangible assets	11		79,636		43,040
Tangible assets	12		1,964,321		1,682,719
			2,043,957		1,725,759
Current assets
Stocks	13	67,528		68,556
Debtors: amounts falling due within one year	14	2,486,120		1,052,655
Cash at bank and in hand	15	925,544		1,903,282
		3,479,192		3,024,493
Creditors: amounts falling due within one year	16	(1,994,134)		(1,813,268)
Net current assets			1,485,058		1,211,225
Total assets less current liabilities			3,529,015		2,936,984
Creditors: amounts falling due after more than one year	17		(23,274)		(33,206)
Provisions for liabilities
Deferred tax	19		(259,307)		(171,590)
Net assets			3,246,434		2,732,188

Capital and reserves
Called up share capital	20	1,000	1,000
Profit and loss account	21	3,245,434	2,731,188
		3,246,434	2,732,188

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 December 2023.

Anwar Bashir

Director

The notes on pages 11 to 23 form part of these financial statements.

Page 9

ORION FOODS LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2023

			2023	2022
			£	£

Cash flows from operating activities
Profit for the financial year	514,246	1,016,767
Adjustments for:
Amortisation of intangible assets	11,144	20,990
Depreciation of tangible assets	511,745	412,712
Interest paid	962	1,299
Interest received	(1,920)	-
Taxation charge	87,717	270,744
Decrease/(increase) in stocks	1,028	(8,232)
Decrease in debtors	33,390	64,302
Increase in amounts owed by groups	(1,465,000)	(545,000)
Increase in creditors	298,075	339,433
Decrease in amounts owed to groups	-	(641)
Corporation tax paid	(119,309)	(147,319)
Net cash generated from operating activities	(127,922)	1,425,055

Cash flows from investing activities
Purchase of intangible fixed assets	(47,740)	-
Purchase of tangible fixed assets	(793,347)	(884,744)
Interest received	1,920	-
Net cash from investing activities	(839,167)	(884,744)
Cash flows from financing activities
Repayment of loans	(9,687)	(7,108)
Interest paid	(962)	(1,299)
Net cash used in financing activities	(10,649)	(8,407)
Net (decrease)/increase in cash and cash equivalents	(977,738)	531,904
Cash and cash equivalents at beginning of year	1,903,282	1,371,378
Cash and cash equivalents at the end of year	925,544	1,903,282

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	925,544	1,903,282

Page 10

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

1.	General information

Orion Foods Limited ("the Company") is a private company limited by shares, incorporated in England and Wales. Its registered office is 137a High Street North, East Ham, London, E6 1HZ.
The principal activity of the Company is that of KFC franchisees.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Monetary amounts in these financial statements are stated in pounds sterling, the functional and presentational currency of the Company, and are rounded to the nearest whole £1.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Auriga Holdings Limited as at 31 March 2023 and these financial statements may be obtained from Companies House.

2.3

Going concern

The financial statements have been prepared on a going concern basis.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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.

Page 11

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.5

Intangible assets

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 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 Statement of Income and Retained Earnings over its useful economic life being the length of the licence.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation expense is recognised within Administrative expenses in the Statement of Income and Retained Earnings. Licence fees are amortised over the term of the licence as the economic benefit is consumed.

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:

				Licence fees	-		Straight line over the length of the licence
				Goodwill	-		10% straight line

2.6

Tangible fixed assets

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 company 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.

Page 12

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.6

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, provided on the following bases:

				Leasehold property	-	Over the period of the lease
				Plant and machinery	-	20% straight line

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.

2.7

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each 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 the Statement of Income and Retained Earnings.

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.9

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

2.10

Creditors

Short-term creditors are measured at the transaction price.

Page 13

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

2.11

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.

2.12

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.13

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.14

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan 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 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 plan are held separately from the Company in independently administered funds.

2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates 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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

Page 14

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements 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.
Critical judgements in applying accounting policies
The Company does not consider there to be any critical judgements in applying accounting policies.
Accounting judgements and estimation
(i) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of tangible fixed assets.
(ii) Estimated useful life of intangible assets
The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful lives. The useful lives are re-assessed annually. They are amended when necessary to reflect current estimates, based on economic utilisation and the condition of the asset. See note 11 for the carrying amount of license fees and goodwill.

Turnover

All turnover arose within the United Kingdom.

5.	Other operating income
		2023	2022
		£	£

	Government grants receivable	-	83,988

Depreciation and amortisation (charged to administrative expenses)	522,889	433,702
Other operating lease rentals	412,417	382,539
Auditors remuneration	9,000	7,600

Page 15

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

7.	Employees
		2023	2022
		£	£

Wages and salaries	2,762,663	2,332,538
Social security costs	150,504	120,291
Cost of defined contribution scheme	31,557	26,717
	2,944,724	2,479,546

The average number of employees, including directors, during the year was 215 (2022 - 185).

8.	Interest receivable and similar income
		2023	2022
		£	£

Other interest

1,920

9.	Interest payable and similar expenses
		2023	2022
		£	£

Bank loan interest

962

1,299

Corporation tax
Current tax on profits for the year	-	119,187

	Deferred tax
	Origination and reversal of timing differences	87,717	151,557


	Taxation on profit on ordinary activities	87,717	270,744

Page 16

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

10.Taxation (continued)

Profit on ordinary activities before tax

601,963

1,287,511

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)	114,373	244,627
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,511	10,504
Other differences leading to an increase in the tax charge	33,612	15,613
Group relief	(61,779)	-
Total tax charge for the year	87,717	270,744

Factors that may affect future tax charges

At the Budget 2021 on 3 March 2021, the Government announced that the corporation tax rate will increase to 25% for companies with profits above £250,000 with effect from 1 April 2023. These changes were substantively enacted at the balance sheet date and hence have been reflected in the measurement of deferred tax balances at the period end.

Page 17

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

11.	Intangible assets

	Licence fees	Goodwill	Total
	£	£	£
Cost
At 1 April 2022	239,382	1,017,000	1,256,382
Additions	47,740	-	47,740
At 31 March 2023	287,122	1,017,000	1,304,122
Amortisation
At 1 April 2022	196,342	1,017,000	1,213,342
Charge for the year on owned assets	11,144	-	11,144
At 31 March 2023	207,486	1,017,000	1,224,486
Net book value
At 31 March 2023	79,636	-	79,636
At 31 March 2022	43,040	-	43,040

Page 18

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

12.	Tangible fixed assets

	Leasehold property	Plant and machinery	Total
	£	£	£
Cost
At 1 April 2022	433,689	5,982,051	6,415,740
Additions	-	793,347	793,347
At 31 March 2023	433,689	6,775,398	7,209,087
Depreciation
At 1 April 2022	110,410	4,622,611	4,733,021
Charge for the year on owned assets	21,105	490,640	511,745
At 31 March 2023	131,515	5,113,251	5,244,766
Net book value
At 31 March 2023	302,174	1,662,147	1,964,321
At 31 March 2022	323,279	1,359,440	1,682,719

Page 19

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

13.	Stocks
		2023	2022
		£	£

	Raw materials and consumables	67,528	68,556

Stock recognised in cost of sales during the year as an expense was £4,479,106 (2022 - £3,555,896).

14.

Debtors

					2023	2022
					£	£


Trade debtors	89,974	108,879
Amounts owed by group undertakings	2,291,794	826,794
Other debtors	1,855	-
Prepayments and accrued income	102,497	116,982
	2,486,120	1,052,655

15.	Cash and cash equivalents
		2023	2022
		£	£

	Cash at bank and in hand	925,544	1,903,282

16.	Creditors: Amounts falling due within one year
		2023	2022
		£	£

Bank loans	9,931	9,686
Trade creditors	870,172	716,512
Amounts owed to group undertakings	648,265	648,265
Corporation tax	-	117,454
Other taxation and social security	341,948	184,665
Other creditors	22,250	37,470
Accruals and deferred income	101,568	99,216
	1,994,134	1,813,268

Page 20

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

17.	Creditors: Amounts falling due after more than one year
		2023	2022
		£	£

	Bank loans	23,274	33,206

Amounts falling due within one year
Bank loans	9,931	9,686
Amounts falling due 1-2 years
Bank loans	10,183	9,932
Amounts falling due 2-5 years
Bank loans	13,091	23,274

	33,205	42,892

The loan is secured against the assets of the Company.

19.	Deferred taxation

	2023	2022
	£	£

At beginning of year	(171,590)	(20,033)
Charged to profit or loss	(87,717)	(151,557)
At end of year	(259,307)	(171,590)

The provision for deferred taxation is made up as follows:
	2023	2022
	£	£

Accelerated capital allowances

(259,307)

(171,590)

Page 21

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

20.	Share capital
		2023	2022
		£	£

Allotted, called up and fully paid

1,000 (2022 - 1,000) Ordinary shares of £1.00 each	1,000	1,000

21.

Reserves

Profit and loss account

The profit and loss account consists of distributable reserves arising from cumulative historical profits and losses less any distributions made.

22.	Analysis of net debt

		At 1 April 2022	Cash flows	At 31 March 2023
		£	£	£

Cash at bank and in hand	1,190,494	(264,950)	925,544
Debt due after 1 year	(33,206)	9,932	(23,274)
Debt due within 1 year	(13,055)	2,240	(10,815)
	1,144,233	(252,778)	891,455

23.	Contingent liabilities

The Company has guaranteed the bank borrowings of its parent undertaking, Auriga Holdings Limited. At the year end the amounts guaranteed were £8,770,014 (2022 - £9,494,642).

24.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from 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 £31,557 (2022 - £26,717). Contributions totalling £884 (2022 - £3,369) were payable to the fund at the balance sheet date and are included in creditors.

Page 22

ORION FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

Not later than 1 year	279,131	414,500
Later than 1 year and not later than 5 years	858,973	941,603
Later than 5 years	792,655	989,156
	1,930,759	2,345,259

26.	Related party transactions
	The Company has taken the exemption from disclosing related party transactions with wholly owned subsidiaries within the Group under FRS 102 section 33.1A.

27.	Parent undertaking

Auriga Holdings Limited whose company number is 03326486 and registered office is 137A High Street North, East Ham, London, E6 1HZ is the immediate and ultimate parent undertaking.
The consolidated financial statements of this Company are available to the public and can be obtained from Companies House.

Page 23