ACCOUNTS - Final Accounts preparation


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Registered number: 12476879
















INDIGO FOOD GROUP HOLDINGS LIMITED
FORMERLY KNOWN AS IFG HOLDCO LIMITED 




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022


































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INDIGO FOOD GROUP HOLDINGS LIMITED

 
COMPANY INFORMATION


DIRECTORS
P Hobbs 
M Woodington 




REGISTERED NUMBER
12476879



REGISTERED OFFICE
10 Temple Back

Bristol

BS1 6FL




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






INDIGO FOOD GROUP HOLDINGS LIMITED


CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Directors' responsibilities statement
 
5
Independent auditors' report
 
6 - 9
Consolidated statement of comprehensive income
 
10
Consolidated statement of financial position
 
11
Company statement of financial position
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14 - 15
Consolidated analysis of net debt
 
15
Notes to the financial statements
 
16 - 37



INDIGO FOOD GROUP HOLDINGS LIMITED

 
GROUP STRATEGIC REPORT
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

INTRODUCTION
 
The Directors have pleasure in submitting their Strategic Report of the group for the period ended 31 December  2022 to comply with s414C of the Companies Act 2006.

STRATEGIC OBJECTIVE & BUSINESS MODEL
 
The strategic objective of the group is to grow its manufacturing operations in savoury pastry products and wholesales of cooked meats.
The senior management team are committed to constantly reviewing processes, procedures and operating expenses to ensure that they minimise or eliminate waste and monitor costs. 

REVIEW OF THE BUSINESS
 
The group has reported turnover of £76.4m (Year ended 31 January 2022 : £54.4m) in what continues to be a competitive marketplace servicing the UKs leading supermarket and food retailers. 
Commodity price increases have been incurred which spiralled in 2022 in the wake of the war in Ukraine, leading to the company working closely with the customer base to review the product offering and pricing. 
A profit before tax for the 11 month period ended 31 December 2022 is reported at £0.3m compared to a profit before tax of £1.6m for the year ended 31 January 2022. 
The group continues to hold the Brand Reputation Compliance Global Standards for food safety, undertaking this against issue 8 throughout its subsidiaries during 2022 as well as being successfully audited by both our customers and Environmental Health bodies. 

FUTURE DEVELOPMENTS
 
The Directors are always seeking new markets and new opportunities to take the group forward. The group is well positioned for the 2023 trading year with strong demand from its existing customer base. The group intends to invest in the manufacturing facilities and equipment, to assist with meeting demand. 
In May 2022, Indigo Food Group Limited, acquired the entire issued share capital of Edgmond Foods Limited.  Since the acquisition, the company has embarked upon a programme of recovering unprecedented cost inflation through cost savings, re-evaluating customer prices and driving efficiencies across the operation. 
The Directors will continue to invest in Capital Expenditure to ensure the group improves its manufacturing efficiency and continues to develop the quality of the products it produces. 

KEY PERFORMANCE INDICATORS
 
The group uses KPIs to monitor the performance against its strategy across its subsidiaries. KPIs used include sales growth, customer service level, and manufacturing efficiency. Management consider it commercially sensitive to disclose these in the financial statements. 

Page 1


INDIGO FOOD GROUP HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

PRINCIPAL RISKS AND UNCERTAINTIES
 
The group is subject to a number of risks and uncertainties that are continually monitored by the directors. Where possible steps are put in place to mitigate, with the key areas of principal risk or uncertainty together with mitigating actions and controls are given as below:

Product Quality & Safety – excellent food safety is imperative to maintain consumer confidence in our products.  Mitigating Action: procedures exist to ensure food safety is maintained, supported by robust audit processes, both internally and by external regulatory bodies.
Commodity Prices – changes in commodity prices, utilities and other raw materials could impact the company margins and financial performance or customer value.  Mitigating Action: where possible securing fixed pricing with suppliers to limit price volatility and obtain best value, as well as running periodic reviews of market pricing and adjusting prices accordingly.
Foreign Exchange Currency – the company is exposed to currency exchange rate risk due to a significant proportion of its payables being denominated in Euros and US Dollars for the year under review.  Mitigating Action: The exposure is monitored by the Board of Directors and managed using forward contracts.
 


This report was approved by the board on 23 January 2024 and signed on its behalf.



M Woodington
Director

Page 2


INDIGO FOOD GROUP HOLDINGS LIMITED

 
DIRECTORS' REPORT
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the 11 month period ended 31 December 2022.

RESULTS AND DIVIDENDS

The profit for the 11 month period, after taxation, amounted to £555,881 (Year ended 31 January 2022:  
£1,173,301).

During the period dividends of £360,000 were paid.

DIRECTORS

The directors who served during the 11 month period were:

P Hobbs 
M Woodington 

FUTURE DEVELOPMENTS

The Directors are always seeking new markets and new opportunities to take the group forward. The group is well positioned for the 2023 trading year with strong demand from its existing customer base. The group intends to invest in the manufacturing facilities and equipment, to assist with meeting demand.

ENGAGEMENT WITH EMPLOYEES

The Health and Safety of everyone in the group is of paramount importance and we continually strive for a positive Health and Safety culture across all our sites and that involves all our employees.  
We continue to invest in initiatives to maintain the highest level of Health and Safety, integrated alongside our quality and environmental programmes.
We remain committed to rewarding our people as well as we can and we continue to differentiate from of our competitors by paying the same rate to employees of all ages, including new starters.
Communication with staff is accorded a high priority and employees are kept informed of the group and individual company activities through regular briefings and staff updates. Complaints can be raised with the directors by e-mail or through a group confidential telephone hotline or e-mail address.
Initiatives have been introduced at group level such as providing all employees with access to a third-party suite of exclusive benefits, free advice and savings with the UK's largest retailers and service providers. This has been complimented by in-house initiatives such as the ‘Indigo 100 Day Charity Challenge’, a scheme which encouraged employees to record fitness activities such as swimming, running, and cycling across a period of one hundred days in 2022, enabling staff to raise money for charity for every kilometre completed. This initiative was extremely well received by our employees and helped promote health and wellbeing along with wider communication across different companies in the group. Regular communication updates were delivered on activities undertaken as the charity donation built, fostering greater collaboration.
At individual manufacturing site level, each company has built upon existing employee engagement programmes closely aligned with requirements under the BRGCS food safety culture plan.

Page 3


INDIGO FOOD GROUP HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The development of long-term relationship is critical to the success of the group. Such relationships have enabled the group to focus on making long-term decisions without being to the detriment of short terms targets.
The group is committed to working with our customers to deliver the highest quality product range through investment in our production facilities.  
Through the introduction of new technology, our communication methods have evolved, and this has helped us to ensure that we have not lost the direct communication with our suppliers. 

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as none of its subsidiaries are obliged to report in their own right under SECR. 

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and;
the director has taken all the steps that ought to have been taken as director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
 

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the period end.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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






M Woodington
Director

Date: 23 January 2024

10 Temple Back
Bristol
BS1 6FL

Page 4


INDIGO FOOD GROUP HOLDINGS LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 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 Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

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

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5


INDIGO FOOD GROUP HOLDINGS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INDIGO FOOD GROUP HOLDINGS LIMITED
OPINION


We have audited the financial statements of Indigo Food Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the 11 month period ended 31 December 2022, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity, the Consolidated Analysis of Net Debt and the related notes, including a summary of significant accounting policiesThe 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 of the parent Company's affairs as at 31 December 2022 and of the Group's profit for the 11 month 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 Auditors' 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 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 directors' 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's or the parent 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 directors with respect to going concern are described in the relevant sections of this report.


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The directors are 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.


Page 6


INDIGO FOOD GROUP HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INDIGO FOOD GROUP HOLDINGS LIMITED (CONTINUED)

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 Group strategic report and the Directors' report for the financial 11 month period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' 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 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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7


INDIGO FOOD GROUP HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INDIGO FOOD GROUP HOLDINGS LIMITED (CONTINUED)

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 Group 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:
 
We have considered the nature of the industry and sector, control environment and business performance.
We have considered the results of our enquiries of management, including the Finance Director, about their own identification and assessment of the risk of regularities.

For any matters identified we have obtained and reviewed the Group's documentation of their policies and procedures relating to:
 
Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
Detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and,
The internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, and incorrect recognition of revenue was identified as the greatest potential area for fraud.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amount and disclosures in the financial statements. They key laws and regulations we considered in this context included the UK Companies Act and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group's ability to operate or to avoid a material penalty. These included health and safety.
We identified management override as a key audit matter related to the potential risk of fraud, our procedures to respond to risks included the following:
 
Performing various substantive tests of detail related to the recognition of revenue
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Enquiring of management concerning actual and potential litigation claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; and
Testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of potential bias and evaluating the business rationale of any significant transactions that ar unusual or outside the normal course of business.
Page 8


INDIGO FOOD GROUP HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INDIGO FOOD GROUP HOLDINGS LIMITED (CONTINUED)


These procedures were performed at both a parent company and subsidiary level as appropriate. 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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 any 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.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of detecting a material misstatement due to fraud is higher than the risk of detecting one due to error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


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 2006Our 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.






Ria Burridge FCCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

24 January 2024
Page 9


INDIGO FOOD GROUP HOLDINGS LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

11 month period ended
31 December
Year ended
31 January
2022
2022
Note
£
£

  

Turnover
 4 
76,374,637
54,390,317

Cost of sales
  
(61,472,243)
(40,915,818)

Gross profit
  
14,902,394
13,474,499

Distribution costs
  
(2,995,395)
(2,783,828)

Administrative expenses
  
(12,062,464)
(9,187,880)

Gain on bargain purchase of subsidiary
 24 
532,781
-

Other operating income
 5 
154,510
172,177

Operating profit
 6 
531,826
1,674,968

Interest receivable and similar income
  
781
34

Interest payable and similar expenses
  
(252,952)
(38,391)

Profit before taxation
  
279,655
1,636,611

Tax on profit
 10 
276,226
(463,310)

Profit for the financial 11 month period
  
555,881
1,173,301

Profit for the 11 month period attributable to:
  

Owners of the parent Company
  
555,881
1,173,301

  
555,881
1,173,301

There was no other comprehensive income for the 11 month period ended 31 December 2022 or the year ended 31 January 2022.

The notes on pages 16 to 37 form part of these financial statements.

Page 10


INDIGO FOOD GROUP HOLDINGS LIMITED
REGISTERED NUMBER:12476879

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

31 December
31 January
2022
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
3,721,563
4,197,577

Tangible assets
 12 
9,795,185
6,158,499

  
13,516,748
10,356,076

Current assets
  

Stocks
 14 
4,787,788
2,813,225

Debtors: amounts falling due within one year
 15 
12,676,553
8,617,037

Cash at bank and in hand
 16 
1,573,056
876,271

  
19,037,397
12,306,533

Creditors: amounts falling due within one year
 17 
(17,776,901)
(10,499,687)

Net current assets
  
 
 
1,260,496
 
 
1,806,846

Total assets less current liabilities
  
14,777,244
12,162,922

Creditors: amounts falling due after more than one year
 18 
(3,186,030)
(1,015,271)

Provisions for liabilities
  

Deferred taxation
 21 
(1,173,207)
(925,525)

Net assets
  
10,418,007
10,222,126


Capital and reserves
  

Called up share capital 
 22 
10,498
10,498

Share premium account
 23 
37,350
37,350

Merger reserve
 23 
7,990,001
7,990,001

Profit and loss account
 23 
2,380,158
2,184,277

  
10,418,007
10,222,126


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





M Woodington
Director

Date: 23 January 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 11


INDIGO FOOD GROUP HOLDINGS LIMITED
REGISTERED NUMBER:12476879

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

31 December
31 January
2022
2022
Note
£
£

Fixed assets
  

Investments
 13 
8,000,000
8,000,000

  
8,000,000
8,000,000

Current assets
  

Debtors: amounts falling due within one year
 15 
37,848
37,848

Cash at bank and in hand
 16 
1
1

  
37,849
37,849

Total assets less current liabilities
  
 
 
8,037,849
 
 
8,037,849

  

Net assets
  
8,037,849
8,037,849


Capital and reserves
  

Called up share capital 
 22 
10,498
10,498

Share premium account
 23 
37,350
37,350

Merger reserve
 23 
7,990,001
7,990,001

Profit for the 11 month period
  
360,000
405,000

Dividends paid

  

(360,000)
(405,000)

Profit and loss account carried forward
  
-
-

  
8,037,849
8,037,849


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





M Woodington
Director

Date: 23 January 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 12


INDIGO FOOD GROUP HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 February 2021
10,498
37,350
7,990,001
1,415,976
9,453,825



Profit for the year
-
-
-
1,173,301
1,173,301

Dividends: Equity capital
-
-
-
(405,000)
(405,000)



At 1 February 2022
10,498
37,350
7,990,001
2,184,277
10,222,126



Profit for the 11 month period
-
-
-
555,881
555,881

Dividends: Equity capital
-
-
-
(360,000)
(360,000)


At 31 December 2022
10,498
37,350
7,990,001
2,380,158
10,418,007



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 February 2021
10,498
37,350
7,990,001
-
8,037,849



Profit for the year
-
-
-
405,000
405,000

Dividends: Equity capital
-
-
-
(405,000)
(405,000)



At 1 February 2022
10,498
37,350
7,990,001
-
8,037,849



Profit for the 11 month period
-
-
-
360,000
360,000

Dividends: Equity capital
-
-
-
(360,000)
(360,000)


At 31 December 2022
10,498
37,350
7,990,001
-
8,037,849


The notes on pages 16 to 37 form part of these financial statements.

Page 13


INDIGO FOOD GROUP HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

31 December
31 January
2022
2022
£
£

Cash flows from operating activities

Profit for the financial 11 month period
555,881
1,173,301

Adjustments for:

Amortisation of intangible assets
476,014
315,282

Depreciation of tangible assets
1,534,881
973,925

Gain on bargain purchase
(532,781)
-

Interest expense
252,952
38,391

Interest income
(781)
(34)

Taxation charge
(276,226)
463,310

(Increase) in stocks
(1,240,422)
(974,455)

(Increase) in debtors
(1,004,836)
(1,421,107)

(Decrease)/increase in creditors
(1,462,675)
1,998,113

Corporation tax received/(paid)
48,057
(496,481)

Net cash generated from operating activities

(1,649,936)
2,070,245


Cash flows from investing activities

Purchase of tangible fixed assets
-
(1,685,332)

Acquisition of subsidiary
(281,928)
-

Interest received
781
34

HP interest paid
(124,835)
(26,167)

Net cash from investing activities

(405,982)
(1,711,465)
Page 14


INDIGO FOOD GROUP HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

31 December
31 January

2022
2022

£
£



Cash flows from financing activities

Proceeds from loans
500,000
-

Repayment of loans
(100,450)
(38,050)

Repayment of/new finance leases
(497,273)
(417,722)

Dividends paid
(360,000)
(405,000)

Interest paid
(128,117)
(12,224)

Net cash used in financing activities
(585,840)
(872,996)

Net (decrease) in cash and cash equivalents
(2,641,758)
(514,216)

Cash and cash equivalents at beginning of 11 month period
527,834
1,042,050

Cash and cash equivalents at the end of 11 month period
(2,113,924)
527,834


Cash and cash equivalents at the end of 11 month period comprise:

Cash at bank and in hand
1,573,058
876,271

Bank overdrafts
(3,686,982)
(348,437)

(2,113,924)
527,834



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022







At 1 February 2022
Cash flows
Acquisition and disposal of subsidiaries
New finance leases
Other non-cash changes
At 31 December 2022
£

£

£

£

£

£

Cash at bank and in hand

876,271

696,785

-

-

-

1,573,056

Bank overdrafts

(348,437)

(3,338,545)

-

-

-

(3,686,982)

Debt due after 1 year

(104,502)

(500,000)

-

-

200,450

(404,052)

Debt due within 1 year

(40,342)

100,450

-

-

(200,450)

(140,342)

Finance leases

(1,338,145)

497,273

(560,858)

(2,685,474)

68,520

(4,018,684)



(955,155)
(2,544,037)
(560,858)
(2,685,474)
68,520
(6,677,004)

The notes on pages 16 to 37 form part of these financial statements.

Page 15


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

1.


GENERAL INFORMATION

Indigo Food Group Holdings Limited is a limited liability Company incorporated in the UK and registered in England and Wales. The registered office is 10 Templeback, Bristol, BS1 6FL.

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.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
 

 
2.3

GOING CONCERN

The directors are satisfied that the Group and Company has sufficient funding available to meet all its liabilities as they fall due. The directors have prepared forecasts which demonstrate the company will be able to operate for a period of at least 12 months within its anticipated cash resources. Therefore the directors have concluded that it is appropriate to prepare the accounts on a going concern basis.

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 16


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

2.ACCOUNTING POLICIES (continued)

 
2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

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

 
2.7

LEASED ASSETS: THE GROUP AS LESSEE

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.9

INTEREST INCOME

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

 
2.10

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

2.ACCOUNTING POLICIES (continued)

 
2.11

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the 11 month period in which they are incurred.

 
2.12

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.13

CURRENT AND DEFERRED TAXATION

The tax expense for the 11 month period 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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.14

INTANGIBLE ASSETS

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years.

Page 18


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

2.ACCOUNTING POLICIES (continued)

 
2.15

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.


Long-term leasehold property
-
Straight line over the life of the lease
Plant and machinery
-
Straight line over 2 - 10 years
Motor vehicles
-
Straight line over 5 years
Fixtures and fittings
-
Straight line over 5 years
Office equipment
-
Straight line over 4 years

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.

 
2.16

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

STOCKS

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

 
2.18

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.19

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

2.ACCOUNTING POLICIES (continued)

 
2.21

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, 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 reporting 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 Statement of financial position.

 
2.22

FINANCIAL INSTRUMENTS

The Group only enters into basic financial instrument 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.

 
2.23

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 20


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below.
Critical judgements
Lease commitments
Determine whether leases entered into by the company either as a lessor or a lessee are operating or lease or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Depreciation rates
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Sources of estimation uncertainty
Impairment of fixed assets
Determine whether there are indicators of impairment of the company's tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Stock Provision
Stock is measured at the lower of cost and net realisable value. The company determines whether there
are conditions that exist at the balance sheet date that indicates that the net realisable value of individual
stock lines are less than the carrying value. Such indicators include post year-end sales, sales order
pipeline, and market forces.
Trade Debtor Provision
Management recognise a provision against potential bad debts. Factors to be considered include the
ageing profile and known concerns over recoverability of debts.


4.


TURNOVER

The whole of the turnover is attributable to manufacturing and sale of savoury food products.

All turnover arose within the United Kingdom.

Page 21


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

5.


OTHER OPERATING INCOME

11 month period ended
31 December
Year ended
31 January
2022
2022
£
£

Government grants receivable
(57)
74,414

Sundry income
154,567
97,763

154,510
172,177



6.


OPERATING PROFIT

The operating profit is stated after charging:

11 month period ended
31 December
Year ended
31 January
2022
2022
£
£

Exchange differences
(21,834)
(87,824)

Other operating lease rentals
288,925
301,967


7.


AUDITORS' REMUNERATION

During the 11 month period, the Group obtained the following services from the Company's auditors and their associates:


11 month period ended
31 December
Year ended
31 January
2022
2022
£
£

Fees payable to the Group's auditors in respect of:

Audit of the Group's annual financial statements
44,073
31,100


Taxation compliance services
43,612
31,414

All other services
44,000
52,385


87,612
83,799


Page 22


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

8.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


Group
31 December
Group
31 January
Company
31 December
Company
31 January
2022
2022
2022
2022
£
£
£
£


Wages and salaries
15,678,774
11,986,505
-
-

Social security costs
1,311,627
922,897
-
-

Cost of defined contribution scheme
288,034
240,282
-
-

17,278,435
13,149,684
-
-


The average monthly number of employees, including the directors, during the 11 month period was as follows:


11 month period ended
     31 December
       Year ended
       31 January
        2022
        2022
            No.
            No.







Administration, management and finance
30
14



Directors
2
5



Production
411
389

443
408


9.


DIRECTORS' REMUNERATION

11 month period ended
31 December
Year ended
31 January
2022
2022
£
£

Directors' emoluments
101,087
102,968

101,087
102,968


During the 11 month period retirement benefits were accruing to no directors (2022: NIL) in respect of defined contribution pension schemes.

Page 23


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

10.


TAXATION


11 month period ended
31 December
Year ended
31 January
2022
2022
£
£

CORPORATION TAX


Current tax on profits for the year
-
196,523

Adjustments in respect of previous periods
(174,140)
(268,933)


TOTAL CURRENT TAX
(174,140)
(72,410)

DEFERRED TAX


Origination and reversal of timing differences
(134,795)
412,624

Changes to tax rates
32,709
123,096

TOTAL DEFERRED TAX
(102,086)
535,720


TAXATION ON (LOSS)/PROFIT ON ORDINARY ACTIVITIES
(276,226)
463,310
Page 24


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022
 
10.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE 11 MONTH PERIOD/YEAR

The tax assessed for the 11 month period is lower than (year ended 31 January 2022: higher than) the standard rate of corporation tax in the UK of 19% (year ended 31 January 2022: 19%). The differences are explained below:

11 month period ended
31 December
Year ended
31 January
2022
2022
£
£


Profit on ordinary activities before tax
279,655
1,636,611


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022: 19%)
53,134
310,956

EFFECTS OF:


Non-tax deductible amortisation of goodwill and impairment
-
59,904

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
21,849
22,696

Fixed asset differences
42,804
(63,034)

Losses carried back
71,843
278,109

Adjustments to tax charge in respect of prior periods (current tax)
(232,616)
(268,933)

Adjustments to tax charge in respect of prior periods (deferred tax)
32,709
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(114,528)
(98,800)

Changes in tax rate impact on deferred taxation
(50,192)
222,126

Other differences leading to an increase (decrease) in the tax charge
(101,229)
286

TOTAL TAX CHARGE FOR THE 11 MONTH PERIOD/YEAR
(276,226)
463,310


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The UK corporation tax rate will rise from 19% to 25% in 2023 and this was substantively enacted on 15 June 2021. Accordingly, this rate has been used to measure any deferred tax assets and liabilities.

Page 25


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

11.


INTANGIBLE ASSETS

Group







Goodwill

£



COST


At 1 February 2022
5,192,879



At 31 December 2022

5,192,879



AMORTISATION


At 1 February 2022
995,302


Charge for the 11 month period on owned assets
476,014



At 31 December 2022

1,471,316



NET BOOK VALUE



At 31 December 2022
3,721,563



At 31 January 2022
4,197,577



Page 26


INDIGO FOOD GROUP HOLDINGS LIMITED



 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022
 
  



12.


TANGIBLE FIXED ASSETS


Group










Long-term leasehold property
Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£
£



COST OR VALUATION


At 1 February 2022
844,537
-
13,289,440
15,000
84,378
343,339
14,576,694


Additions
-
-
2,578,695
-
21,526
16,731
2,616,952


Acquisition of subsidiary
-
520,964
1,722,148
-
14,154
-
2,257,266



At 31 December 2022

844,537
520,964
17,590,283
15,000
120,058
360,070
19,450,912



DEPRECIATION


At 1 February 2022
232,428
-
7,878,054
4,062
60,618
243,032
8,418,194


Charge for the 11 month period on owned assets
29,160
-
828,942
3,438
8,305
32,867
902,712


Charge for the 11 month period on financed assets
-
-
322,945
-
-
11,877
334,822



At 31 December 2022

261,588
-
9,029,941
7,500
68,923
287,776
9,655,728



NET BOOK VALUE



At 31 December 2022
582,949
520,964
8,560,342
7,500
51,135
72,294
9,795,184



At 31 January 2022
612,109
-
5,411,386
10,938
23,760
100,307
6,158,500

Page 27


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

           12.TANGIBLE FIXED ASSETS (CONTINUED)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


31 December
31 January
2022
2022
£
£



Plant and machinery
1,757,300
1,273,294

1,757,300
1,273,294

Page 28


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

13.


FIXED ASSET INVESTMENTS

Company








Investments in subsidiary companies

£



COST OR VALUATION


At 1 February 2022
8,000,000



At 31 December 2022
8,000,000





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Indigo Food Group Limited
(1)
Ordinary
100%
* Winning Blend Limited
(2)
Ordinary
100%
* B M Foods Limited
(1)
Ordinary
100%
* Edgmond Foods Limited
(3)
Ordinary
100%
* IFG Investco Limited
(1)
Ordinary
100%

(1) 10 Temple Back, Bristol, United Kingdom, BS1 6FL
(2) Unit 10 Llantrisant Business Park, Llantrisant, Pontyclun, Mid Glamorgan, CF72 8LF
(3) Unit G Halesfield 14, Telford, Shropshire, England, TF7 4QR
* These subsidiaries are held indirectly.

The aggregate of the share capital and reserves as at 31 December 2022 and the profit or loss for the 11 month period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Indigo Food Group Limited
1,238,400
431,696

* Winning Blend Limited
3,414,147
(210,801)

* B M Foods Limited
1,477,596
620,818

* Edgmond Foods Limited
851,679
(486,562)

* IFG Investco Limited
100
-

Page 29


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

14.


STOCKS

Group
31 December
Group
31 January
2022
2022
£
£

Raw materials and consumables
4,492,767
2,727,227

Finished goods and goods for resale
295,021
85,998

4,787,788
2,813,225



15.


DEBTORS

Group
31 December
Group
31 January
Company
31 December
Company
31 January
2022
2022
2022
2022
£
£
£
£


Trade debtors
10,413,265
6,171,154
-
-

Amounts owed by group undertakings
-
-
37,848
37,848

Other debtors
1,680,908
1,927,735
-
-

Prepayments and accrued income
582,380
518,148
-
-

12,676,553
8,617,037
37,848
37,848



16.


CASH AND CASH EQUIVALENTS

Group
31 December
Group
31 January
Company
31 December
Company
31 January
2022
2022
2022
2022
£
£
£
£

Cash at bank and in hand
1,573,058
876,271
1
1

Less: bank overdrafts
(3,686,982)
(348,437)
-
-

(2,113,924)
527,834
1
1


Page 30


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
31 December
Group
31 January
2022
2022
£
£

Bank overdrafts
3,686,982
348,437

Bank loans
140,342
40,342

Trade creditors
11,088,021
8,233,215

Corporation tax
24,394
239,933

Other taxation and social security
289,727
227,090

Obligations under finance lease and hire purchase contracts
1,236,706
427,376

Other creditors
187,564
125,363

Accruals and deferred income
1,123,165
857,931

17,776,901
10,499,687


Page 31


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
31 December
Group
31 January
2022
2022
£
£

Bank loans
404,052
104,502

Obligations under finance leases and hire purchase contracts
2,781,978
910,769

3,186,030
1,015,271



The following liabilities were secured:
Group
31 December
Group
31 January
2022
2022
£
£


Bank overdrafts
3,686,982
348,437

Bank loans due within one year
140,342
40,342

Bank loans due after more than one year
404,052
104,502

4,231,376
493,281

Details of security provided:

Bank overdrafts are secured by way of fixed and floating charges over the undertaking and all property and assets present and future.
Bank loans are secured by way of a fixed charge legal mortgage over the property of the group.



Page 32


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

19.


LOANS


Analysis of the maturity of loans is given below:


Group
31 December
Group
31 January
2022
2022
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
140,342
40,342


140,342
40,342

AMOUNTS FALLING DUE 1-2 YEARS

Bank loans
140,342
40,342


140,342
40,342

AMOUNTS FALLING DUE 2-5 YEARS

Bank loans
263,710
64,160


263,710
64,160


544,394
144,844



20.


HIRE PURCHASE AND FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:

Group
31 December
Group
31 January
2022
2022
£
£

Within one year
1,029,796
427,376

Between 1-5 years
2,632,332
910,769

3,662,128
1,338,145

Page 33


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

21.


DEFERRED TAXATION


Group



2022
2022


£

£






At beginning of year
(925,525)
(389,805)


Charged to profit or loss
102,086
(535,720)


Arising on business combinations
(349,768)
-



AT END OF YEAR
(1,173,207)
(925,525)

Group
31 December
Group
31 January
2022
2022
£
£

Accelerated capital allowances
(1,669,417)
(926,493)

Tax losses carried forward
494,043
-

Short term timing differences
2,167
968

(1,173,207)
(925,525)


22.


SHARE CAPITAL

31 December
31 January
2022
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



10,000 (2022: 10,000) Ordinary shares of £1.00 each
10,000
10,000
498 (2022: 498) B ordinary shares of £1.00 each
498
498

10,498

10,498


Page 34


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

23.


RESERVES

Share premium account

The share premium account includes any premiums received on issue of share capital.

Merger Reserve

This reserve reflects the difference between the fair value and the nominal value of the share capital issued in connection with the acquisition of Indigo Food Group Limited.

Profit and loss account

The profit and loss account includes all current and prior period trained profits and losses.


24.
 

BUSINESS COMBINATIONS

On the 3 May 2022, Indigo Food Group Limited, a subsidiary of Indigo Food Group Holdings Limited, acquired the entire issued share capital of Edgmond Foods Limited. The cost of the investment was £301,500.

ACQUISITION OF EDGMOND FOODS LIMITED

RECOGNISED AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Book value
Fair value
£
£

FIXED ASSETS

Tangible
2,554,613
2,554,613

2,554,613
2,554,613

CURRENT ASSETS

Stocks
734,139
734,139

Debtors
3,144,136
3,144,136

Cash at bank and in hand
19,572
19,572

TOTAL ASSETS
6,452,460
6,452,460

CREDITORS

Due within one year
(4,707,553)
(4,707,553)

Due after more than one year
(910,626)
(910,626)

TOTAL IDENTIFIABLE NET ASSETS
834,281
834,281


Goodwill
(532,781)

TOTAL PURCHASE CONSIDERATION
301,500

Page 35


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

24.BUSINESS COMBINATIONS (CONTINUED)

CONSIDERATION

£


Cash
250,000

Directly attributable costs
51,500

TOTAL PURCHASE CONSIDERATION
301,500

CASH OUTFLOW ON ACQUISITION

£


Purchase consideration settled in cash, as above
250,000

Directly attributable costs
51,500

301,500

Less: Cash and cash equivalents acquired
(19,572)

NET CASH OUTFLOW ON ACQUISITION
281,928

The results of Edgmond Foods Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
18,573,031

Loss 
(6,076)


25.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £307,178.

Page 36


INDIGO FOOD GROUP HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 11 MONTH PERIOD ENDED 31 DECEMBER 2022

26.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 December
Group
31 January
2022
2022
£
£

Not later than 1 year
651,023
607,672

Later than 1 year and not later than 5 years
1,606,921
1,556,686

Later than 5 years
1,863,333
2,293,250

4,121,277
4,457,608

27.


RELATED PARTY TRANSACTIONS

The Group has taken advantage of the exemption available under FRS 102 section 33.1a to not disclose transactions within a wholly owned group.
During the period the group was charged rent and other expenses totalling £300,414 (year ended 31
January 2022: £300,367) by Safe House Holdings Limited (renamed in May 2023 to Empyrean Properties
Limited), a company under common control.
Key management personnel:
All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £101,087 (Year ended 31 January 2022: £116,699).


28.


CONTROLLING PARTY

The ultimate controlling party is Mr M  Woodington.

 
Page 37