Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
COMPANY INFORMATION
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M&E MILLS LIMITED
CONTENTS
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M&E MILLS LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Directors present the strategic report of M&E Mills Limited (“the Group”) for the period between incorporation on 9 August 2021 and the period end date of 31 December 2022.
On 31 August 2021, the Group acquired 100% of M&E Mills Holdings Ltd and its subsidiaries. Following the acquisition of shares, partly via share-for-share exchange and partly via cash consideration, M&E Mills Ltd became the ultimate parent of the M&E Mills Group of companies. The consolidated financial statements of the Group have been prepared using acquisition accounting principles allowed under FRS 102. The carrying value of the assets and liabilities of the parties to the combination were adjusted to their fair value on consolidation. Any difference between the cost of the investment and the nominal value of the share capital acquired is recognised as goodwill.
The M&E Mills Group of companies manufacturers, markets and distributes natural, plant-based food products; has a wellness digital application; promotes and sells a collection of recipe books; publishes a periodic podcast; and runs a plant-based restaurant.
The company is the investment holding company of the Group and does not trade on its account.
2022 was another year of significant growth for our group of companies. This was despite continued and severe disruption to our operations due to Covid, inflation, Brexit, and the supply chain dislocations caused by the tragic war in Ukraine.
The majority of turnover was generated in our food products business, The Mae Deli Ltd. This was achieved through distribution growth in the UK, increased rates of sale on our core lines, and new listings in European retailers. A number of new products were launched in the year, including our new Fruit, Nut & Seed Bar range, which was launched in response to the government’s new HFSS legislation. We also made a strategic choice to delist peripheral ranges to allow more time to focus on our core ranges - where we continue to see category-leading performance. In February 2022 we made a pack size change to our breakfast cereals to mitigate the impact of substantial cost inflation. This disrupted trading throughout the extended changeover period, but sales have since rebounded strongly. In the final quarter of 2022, we launched a new brand, Plants by Deliciously Ella, as an exclusive partnership with a major UK retailer. This brand will be a strategic priority ongoing. We invested heavily in our App and content library and implemented a price increase which resulted in a substantial increase in turnover and net profit for Deliciously Ella Ltd. Our central London restaurant had its first full year of trade and acts as an important brand home.
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M&E MILLS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
Financial risks
The company has shown through the shocks of Brexit, Covid, high inflation and supply chain dislocations, that the diversified activities of the group provide great resilience. We remain exposed to general consumer confidence fluctuations, but brand positioning has provided good insulation. Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation. The company’s policies are aimed at minimising such losses and require that deferred terms are only granted to customers who demonstrate satisfactory creditworthiness. Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group mitigates liquidity risk by carefully managing cash generation from its operations. At present, no working capital facilities are utilised. Cash flow risk Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability. The Group aims to manage cash flow risk by monitoring and reviewing working capital closely. Currency risk The Group has a relatively small level of foreign currency transactions, on both receipts and payments, and therefore has not yet adopted any forward currency contracts or hedging policies as the risk is deemed to be low. Interest rate risk The company has a loan that is linked to Bank of England interest rates. The company will look to minimise any risk through active cash flow management and by reviewing available financing options regularly. Inflation risk The company is exposed to inflation from prices charged by third-party suppliers and logistics providers, as well as wages and other overheads. The company will always review commercial agreements and renegotiate terms where necessary to mitigate the impacts of inflation. Supply Chain risk Brexit, COVID-19, and the war in Ukraine have provided the Group with a number of supply challenges; however, the ongoing focus on profitable growth, strong relationships with our partners, and a diversified portfolio has helped reduce the impact on performance.
This report was approved by the board on 5 September 2023 and signed on its behalf.
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M&E MILLS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the period ended 31 December 2022.
The directors who served during the period were:
The profit for the period, after taxation, amounted to £1,435,924.
Aggregated dividends of £777,721 were paid during the current and financial reporting period.
As of the date upon which this report was approved, the directors have not recommended payment of any further dividend in respect of the financial performance for the period ended 31 December 2022.
We are committed to producing delicious, natural, plant-based food, and remain very confident about the long-term prospects of the business. We have a number of core product ranges in category-leading positions, with a huge amount of distribution growth still to pursue - both in the UK and internationally. Our ability to innovate rapidly against a growing trend to eat more plant-based food leaves us in a strong position to grow both of our product brands.
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 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 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 2006. They 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.
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M&E MILLS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
There have been no significant events affecting the group since the period end.
The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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M&E MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED
We have audited the financial statements of M&E Mills Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022, which comprise the group Statement of Comprehensive Income, the group and company Statements of Financial Position, the group Statement of Cash Flows, the group and company Statement of Changes in Equity 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).
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.
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.
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M&E MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED (CONTINUED)
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.
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 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.
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.
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M&E MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED (CONTINUED)
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 gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. 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 noncompliance with laws and regulations throughout the audit.
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.
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M&E MILLS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF M&E MILLS LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants
124 Finchley Road
NW3 5JS
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M&E MILLS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
REGISTERED NUMBER: 13555394
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 September 2023.
The notes on pages 15 to 35 form part of these financial statements.
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M&E MILLS LIMITED
REGISTERED NUMBER: 13555394
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 15 to 35 form part of these financial statements.
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M&E MILLS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
M&E Mills Ltd ('the Company') is a private company limited by shares, incorporated under the UK Companies Act 2006 and domiciled in England.
The address of the Company's registered office and principal place of business is 250 Tottenham Court Road, London, W1T 7QZ. The nature of the Company's operations and its principal activities are set out in the strategic report on pages 1 and 2 of these financial statements. The Company was incorporated on 9 August 2021 and commenced operations on 9 August 2021. These financial statements are prepared for the period from 9 August 2021 to 31 December 2022, a period longer than one year as this is the first reporting period for the company. Consequently there are no comparative figures.
2.Accounting policies
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 judgment in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the 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. The consolidated figures represents trading position of the group post acquisition and covers 16 months period from 31 August 2021 to 31 December 2022.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Foreign currencies are translated into functional (and presentational) currency using the exchange rates prevailing at the date of the respective transaction or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account as part of the total comprehensive income. Changes in the fair value of forward foreign exchange contracts that economically hedge monetary assets and liabilities in foreign currencies, and for which no hedge accounting is applied, are recognised in profit or loss with the change in fair value of the forward foreign exchange contract recognised as a fair value movement within operating profit or loss and foreign exchange gains or losses relating to monetary items recognised within administrative expenditure. On consolidation, the results of overseas operations are translated into GBP at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at an opening rate and the results of overseas operations at the actual rate are recognised in other comprehensive income. The group generates substantially all its revenue from subscriptions is recognised on a rateable basis over the contractual subscription term of the arrangement beginning on the date that service is made available to the customer. Invoices raised in advance of services being rendered are recorded as deferred income. Revenue from subscription services comprises subscription fees from customers. Subscription service arrangements are generally non-cancellable and do not provide refunds to customers in the event of cancellations or any other right of return. Commissions payable relating to subscription revenue are accounted for on the same basis as above.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Revenue from book publication contracts is recognised when contract payments become due based on the completion of a significant act stipulated in the contract. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Turnover from the sale of food and beverages is recognised at the fair value of the consideration received or receivable. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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.
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.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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: Software - 3 to 5 years Development costs - 5 years
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis:.
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.
Holdings in unlisted company shares of subsidiary undertakings Such holdings are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at cost less provision for impairment at the reporting date.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. 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.
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.
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.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income. Significant judgments The Group did not make any significant judgements (apart from those involving estimations which are detailed below) that have a significant effect on the amounts recognised in the financial statements. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: The management makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. The annual depreciation charge for the 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 reassessed 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. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. There were no other key sources of estimation uncertainty.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Analysis of turnover by country of destination:
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
10.Taxation (continued)
In the Spring Budget 2023 on 15 March 2023, the Government announced that from 1 April 2023, the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date, companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 27
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 28
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 29
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Details of security provided to OakNorth Bank Plc:
(a) a debenture by which each of the Borrower, M&E Mills Holdings Ltd, Deliciously Ella Ltd., The Mae Deli Limited and The Mae Deli Foods Limited will grant fixed and floating charges over the whole of its property, assets and undertaking to secure its obligations; (b) a share charge from each of the shareholders over the entire issued share capital; (c) a US stock pledge from M&E Mills Holdings Ltd over the entire issued share capital of Deliciously Ella US Inc.; and (d) such other security as the Agent shall require from time to time to secure all monies, obligations and liabilities owing or incurred by the Obligors to the Finance Parties.
Page 30
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Company and the Group held no financial instruments during the current financial reporting period that would be considered reportable under sections 1.12, 11 or 12 of Financial Reporting Standard 102 and paragraph 36 of schedule 1 to the Companies Act 2006.
Page 31
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
During the period the company issued 8,809,378 ordinary shares and 1 preferred share of £0.01 each.
Foreign exchange reserve
Profit and loss account
Detailed movements for the company and its consolidated group in respect of the aforementioned reserves for the current financial reporting periods are reported in the company and consolidated statements of changes in equity respectively.
Page 32
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 33
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
26.Business combinations (continued)
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 £55,954. Contributions totalling £13,719 were payable to the fund at the reporting date and are included in creditors.
Page 34
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M&E MILLS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors of the company hold joint shareholdings that give them control over both the company and the group.
Page 35
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