REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
FOR |
SANTIO LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
FOR |
SANTIO LIMITED |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 9 |
Income Statement | 12 |
Other Comprehensive Income | 13 |
Balance Sheet | 14 |
Statement of Changes in Equity | 15 |
Cash Flow Statement | 16 |
Notes to the Cash Flow Statement | 17 |
Notes to the Financial Statements | 18 |
SANTIO LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
BUSINESS ADDRESS: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
INDEPENDENT AUDITORS: |
Kingfisher House |
11 Hoffmanns Way |
Chelmsford |
Essex |
CM1 1GU |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
The directors present their strategic report for the year ended 30 September 2022. |
REVIEW OF BUSINESS |
The directors aim to present a balanced and comprehensive review of the developments and performance of the Company during the period and its position at the balance sheet date. This review is consistent with the size and complexity of the Company and is written in the context of the risks and uncertainties faced by the Company. |
The directors consider that the key financial performance indicators are those that communicate the financial performance and strengths of the Company as a whole, these being turnover and gross margin. |
The company started trading on 30 July 2018 when it secured the operating service agreement for a number of take-away food outlets. |
The directors are pleased with the turnover achieved for the financial year ended 30 September 2022 of £270.6m (2021: £277.2m). |
The average gross profit margin achieved during the period was 10.5% (2021: 7.8%), which is inline with the directors expectations. |
The financial position of the company as at the balance sheet date is shareholders' funds of £2.3m (2021: £0.8m). |
The directors do not use KPIs apart from those shown above. There are no non-financial KPIs that the directors believe add further understanding of the development, performance or position of the Company. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The Company faces a number of risks and uncertainties which may have an adverse impact on its operations, performance, future targets and the ability to deliver its targets. |
The risks and uncertainties noted below do not comprise all of the risks associated with the company and are not set out in any order of priority. |
Services agreement |
As previously stated the Company operates under a services agreement for a number of take-away food outlets. The agreement in place and dated 25 June 2018 operates on an annual 12 month contract period which is agreed with both parties and renewed at each anniversary. A party may give 3 months notice to the other party at any time during the relevant period, to terminate the agreement with effect from the end of the next agreed term. |
At present there are no issues or disputes under the current agreement. The business relationship with the other party is beneficial for both and expectations are that the agreement will be renewed at the next anniversary. |
Competition |
The Company operates in a very competitive and fragmented market which is constantly bringing new concepts and products to the expanding customer base, however we believe that the franchise operated offers a unique brand and products that gives a competitive advantage. |
Food safety and regulation |
Food contamination and matters related to product integrity could lead to regulatory penalties and may cause reputational damage. To mitigate this risk, the business has strict policies and procedures on product quality and undertakes extensive quality control testing to ensure product conformance. |
Staff Recruitment & Retention |
The Company recognises its continuing development is based on its employees' contributions in an industry which has high levels of staff turnover. |
Staff retention and recruitment of suitable candidates for new restaurants and developing central support functions are recognised by management as being key drivers for success. |
Liquidity |
To manage the working capital needs of the business and to finance the company's expansion plans, the Company is reliant on being able to arrange and maintain sufficient financing. Should this become a problem, it could impact the services agreement agreed or could threaten the Company's ability to continue as a going concern. |
Going Concern |
These financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the Company. |
The Company has prepared budgets and forecasts for the next twelve months, which consider changes in trading conditions. These demonstrate that the Company has the financial strength to cope with any uncertainties that may arise. |
The directors have considered the cashflow requirements of the Company for a period of twelve months from the date of approval of these financial statements and are satisfied that sufficient financial resources will continue to be made available and that the Company will be able to meet its debts as they fall due. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
SECTION 172(1) DIRECTORS STATEMENT OF COMPLIANCE |
The Companies (Miscellaneous Reporting) Regulations 2018 (2018 MRR) require directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 (S172) when performing their duty to promote the success of the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the Company. This S172 statement explains how the Company directors: |
- have engaged with employees, suppliers, customers and others; and |
- have had regard to employee interests, the need to foster the Company's business relationships with suppliers, customers and others, and the effect of that regards, including on the principal decisions taken by the Company during the financial year. |
The S172 statement focuses on matters of strategic important to the Company, and the level of information disclosed is consistent with the size and the complexity of the business. |
As required by section 172 of the UK's Companies Act a Director of the Company should act in the way they consider most likely to promote the success of the Company and benefit its shareholders. In doing so the directors have given due regard to consequences of any decisions in the long term, the interest of the Company's employees, the Company's business relationships with customers, suppliers, and other shareholders, the impact of the Company's operation on the community and environment and its reputation of high standards of business conduct. The following is an overview of how the board has performed its duties during the year. |
GENERAL CONFIRMATION OF DIRECTORS' DUTIES |
The Company's board has a clear framework for determining the matters within its remit. Certain financial and strategic decisions have been determined to identify matters requiring Board consideration and approval. When making decisions, each director ensures that he acts in the way he considers, in good faith, would most likely promote the Company's success for the benefit of its members as a whole, and in doing so have regard to other stakeholders. |
KEY DIRECTOR DECISIONS |
The Company introduced GPS system for its drivers. This enhances the safety of the drivers with the help of track and trace system. It also helps improve operational planning by knowing the estimated time of the drivers returning to the store. From a customer perspective they could track their order giving them a superior experience. It also is GDPR compliant as it withholds sensitive information about the customer. |
ENGAGEMENT WITH EMPLOYEES |
During the year, the directors have developed various modes of engagement with its employees. A few examples of these include Online modules for continuous learning and development which help them grow in their careers, various competitions like "pizza making /quality" to promote a wholesome experience for the employees, various awards given to employees at the annual awards to recognise and reward the employees for their hard work during the year. |
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
The directors of the business and other leadership within the operations and finance teams have regular contact with the customers, suppliers, and other stakeholders within the business to ensure a mutually beneficial business relationship. Regular feedback is received from various parties and as operators of a global brand the directors always try to ensure as well as improve the product quality, product delivery and the perceived of value for money. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS |
For the year ended 30 September 2022 Santio Limited has not used any formal Corporate Governance guideline, although on review and considering the size, scope and future Plans of the Company the directors have plans in place to apply the guidelines from the Wates Corporate Governance principles as far as is considered appropriate. |
The Company remains committed to ensuring effective governance is in place to deliver its core values as this is the foundation on which it manages and controls its business and provides the platform for sustainable growth and profitability. |
The Wates principles provide a framework for the Company to demonstrate how the directors make decisions for the long-term success of the business, and how the Company complies with the requirements of Section 172 of the Companies Act 2006. |
Principle 1- Purpose and Leadership |
The Group has a single shareholder/family led leadership team. The leadership team is highly educated with wide experience in the business. |
The core purpose of the company is to provide our customers with high quality take away meals and quick service. This is driven by the core values of caring culture, look after the customers, act disciplined and professional, innovation, reward, recognise and empower. |
Principle 2- Board Composition. |
The shareholder/director is supported by two other Directors with an extensive experience and are market leaders in the industry. The Company holds regular board meetings also holds sub-board teams/committees across the business looking after people, finance, IT, and operations. These committees report direct to the board of directors. |
Principle 3- Directors Responsibilities |
The Directors are fully aware of their responsibilities to the Company. They are also up-to-date with compliance as responsible directors and keep an eye on the updates as the environment evolves. |
Principle 4 - Opportunity and Risk |
The Company looks to optimise commercial opportunities with a fast moving and agile senior management team. All commercial risk is managed through regular board and committee meetings. |
Principle 5 -Remuneration. |
Remuneration of Directors and senior leaderships are aligned to market rates irrespective of whether they hold a financial interest in the company or not. |
Principles 6 - Stakeholder Relationship and Engagement. |
Covered in section "SECTION 172(1) DIRECTORS STATEMENT OF COMPLIANCE" of this report. |
ON BEHALF OF THE BOARD: |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
The directors present their report with the financial statements of the Company for the year ended 30 September 2022. |
DIVIDENDS |
No dividends will be distributed for the year ended 30 September 2022. |
FUTURE DEVELOPMENTS |
Looking ahead and operating under the agreed services agreement in place, we believe the Company will continue to perform well within the sector. The franchisee for who the services agreement covers, continually look to acquire new stores for growth. Trading conditions are expected to remain challenging but the directors remain confident that the business will continue to deliver profitable future growth. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 October 2021 to the date of this report. |
POLITICAL DONATIONS AND EXPENDITURE |
The company made no political donations during the period. |
CASHFLOW RISK |
The Company has continued to manage its cash flows in the year. In order to maintain liquidity and ensure that sufficient funds are available, the Company regularly reviews any present obligations and prepares cash flow forecasts to consider any changes in operations. |
CREDIT RISK |
The Company's principal financial assets are cash and trade/other debtors. The directors consider there to be little or no risk in respect of balances with any third parties that would impact the availability of credit for the Company. |
EMPLOYMENT POLICIES |
The Company is committed to the principle of equal opportunity in employment. The Company recruits and selects applicants for employment based solely on a person's qualifications and suitability for the position, whilst bearing in mind equality and diversity. It is the Company's policy to recruit the most capable person available for each position. |
Employees are encouraged to participate in the success of the Company through performance related remuneration. All management and staff are expected to communicate fully the ongoing performance of their own area of responsibility. |
DISABLED EMPLOYEES |
The Company's policy is to give full and fair consideration to applications for employment made by disabled, persons, having regards to their particular aptitudes and abilities, and employs them where suitable work can be found. The recruitment of job applicants and existing members of staff who have a disability are reviewed to ensure that reasonable adjustments are made to enable them to perform as well as possible during the recruitment process and while employed. All reasonable measures are taken to ensure that disabled employees are given the opportunity and facilities to participate fully in the workplace, in training and in career development and promotion opportunities. In addition, every effort is made to find appropriate jobs for those who become disabled while working for the Company. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
STREAMLINED ENERGY AND CARBON REPORTING |
The SECR framework requires the Company to report energy usage information and any energy efficiency action taken in the period under review. |
2022 | 2021 |
Energy consumption used to calculate emissions (kWh) | 86,270,227 | 88,053,805 |
Energy consumption break down (kwh): |
- Natural gas | 29,884,585 | 30,317,763 |
- Electricity | 14,872,912 | 14,241,639 |
- Reimbursed employee mileage | 41,512,730 | 43,494,403 |
Scope 1 emissions in metric tonnes CO2e |
- Natural gas | 5,455 | 5,553 |
Scope 2 emissions in metric tonnes CO2e |
- Purchase of electricity | 2,876 | 3,023 |
Scope 3 emissions in metric tonnes CO2e |
- Reimbursed employee mileage | 9,575 | 10,085 |
Total gross emissions in metric tonnes CO2e | 17,906 | 18,661 |
Intensity ratio total CO2e per £m of revenue | 66.18 | 67.24 |
Quantification and reporting methodology |
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol - Corporate Standard and have used the UK Government Emissions Factor Database 2022 version 1 for Company Reporting. |
Intensity measurement |
The chosen intensity measurement ratio is total gross emissions in tCO2e/£m turnover |
Measures taken to improve energy efficiency |
Santio Limited continues to strive for energy and carbon reduction arising from our activities, the following actions form part of our ongoing efforts to reduce environmental impact. |
- Where possible replacement equipment is selected from the ETL (Energy Technology List) - preferring robust, high efficiency models over the cheaper counterparts as we also acknowledge as well as the running consumption the manufacturing, installation and aftercare footprint must also be considered. |
- We continue to remind our operatives of the need to reduce unnecessary energy consumption when our outlets are closed and to ensure all non-essential equipment is switched off. |
Materiality |
Santio Limited. has, to the best of its knowledge, included 100% of all energy sources within this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-size Companies and Group (Accounts and reports) Regulation 2008, certain matters which are required to be disclosed in the directors report have been omitted as they are included in the strategic report on page 2 to 5. These matters relate to engagement with employees, engagement with suppliers, customers and others and statement of corporate governance arrangements. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable 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 Company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. |
AUDITORS |
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SANTIO LIMITED |
Opinion |
We have audited the financial statements of Santio Limited (the 'Company') for the year ended 30 September 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the Company's affairs as at 30 September 2022 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SANTIO LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of 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 Statement of Directors' Responsibilities set out on page eight, 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 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 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 Company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
The objectives of our audit, in respect to irregularities, including fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; to respond appropriately to fraud or suspected fraud identified during the audit, to obtain audit evidence regarding compliance with provisions of applicable laws and regulations, and to respond appropriately to any non-compliance identified. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. |
In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations our approach was to consider the following: |
- the nature of the industry or sector, control environment and business performance; |
- the results of enquiries of management about their own identification and assessment of the risks of |
irregularities; |
- matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SANTIO LIMITED |
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, tax legislation and health and safety. |
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 company's ability to operate. |
We assessed the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: recognition of income, value of stock and payroll. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
Our procedures to respond to risks identified included the following: |
- reviewing the financial statement disclosures and testing to supporting documentation; |
- enquiring of management concerning actual and potential litigation and claims; |
- reviewing material legal costs in the period; |
- performing analytical procedures to identify unusual or unexpected relationships; |
- reviewing correspondence with HMRC; |
- testing the appropriateness of judgements made in making accounting estimates, journal entries and other adjustments made by management for indications of potential bias; and |
- evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
- interim stock count testing to review the perpetual stock system reporting. |
- performing system checks of the third party sales system. |
The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
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 Report of the Auditors. |
Use of our report |
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in a Report of the Auditors 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 |
Kingfisher House |
11 Hoffmanns Way |
Chelmsford |
Essex |
CM1 1GU |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
INCOME STATEMENT |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
TURNOVER | 4 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
445,586 | 460,683 |
Other operating income | 5 |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit | 9 | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
Other comprehensive income | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
BALANCE SHEET |
30 SEPTEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
CURRENT ASSETS |
Stocks | 10 |
Debtors | 11 |
Cash at bank and in hand | 12 |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 14 |
Retained earnings | 15 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 October 2020 |
Changes in equity |
Total comprehensive income | - |
Balance at 30 September 2021 |
Changes in equity |
Total comprehensive income | - |
Balance at 30 September 2022 |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
Tax paid | ( |
) |
Net cash from operating activities | ( |
) |
Increase/(decrease) in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
2,650,132 |
Cash and cash equivalents at end of year |
2 |
2,938,582 |
2,564,529 |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2022 | 2021 |
£ | £ |
Profit before taxation |
Increase in stocks | ( |
) | ( |
) |
Increase in trade and other debtors | ( |
) | ( |
) |
Increase in trade and other creditors |
Cash generated from operations |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 September 2022 |
30/9/22 | 1/10/21 |
£ | £ |
Cash and cash equivalents | 2,938,582 | 2,564,529 |
Year ended 30 September 2021 |
30/9/21 | 1/10/20 |
£ | £ |
Cash and cash equivalents | 2,564,529 | 2,650,132 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/10/21 | Cash flow | At 30/9/22 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 2,564,529 | 374,053 | 2,938,582 |
2,564,529 | 2,938,582 |
Total | 2,564,529 | 374,053 | 2,938,582 |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
1. | STATUTORY INFORMATION |
Santio Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£), which is the functional currency of the company. |
Amounts in these financial statements are rounded to the nearest Pound Sterling (£). |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements contain information about Santio Limited as an individual Company. |
Summary of significant accounting policies |
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. |
Going Concern |
The Company operates under a services agreement for a number of take-away food outlets. The agreement in place operates on an annual 12 month contract period which is agreed with both parties and renewed at each anniversary. A party may give 3 months notice to the other party at any time during the relevant period, to terminate the agreement with effect from the end of the next agreed term. |
Any loss of the current services agreement could present challenges for the Company to continue trading. At present there are no issues or disputes under the current agreement. The business relationship with the other party is beneficial and expect the agreement to be renewed at the next anniversary. |
In addition the directors have considered the cashflow position of the company for a period of at least twelve months from the date of approval of these financial statements and are satisfied that the company will continue to have sufficient financial resources to enable it to meet its debts as they fall due. |
Accordingly the financial statements have been prepared on the going concern basis. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
3. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgement, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions, the actual results and outcomes may differ. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively. |
Accruals |
A number of expense costs for the Company are typically invoiced after the year end which can require management to review the financials and make accruals to match costs to the relevant period. Due to the timing of some expenditure some accruals do require estimates which are based on management experience and knowledge of the agreement and cost committed. |
Within accruals management also provide for a unused holiday entitlement accrual which is calculated based on the previous actual holiday entitlement taken. Since the estimate relies on past results, the actual result may differ. This however represents managements best estimate to match the cost with the relevant period. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods and services, net of returns, discounts and value added tax. |
The Company recognises revenue when the amount of revenue can be measured reliably, when it is probable that the economic benefits will flow to the entity and when specific criteria have been met. |
Sale of goods |
Turnover represents amounts receivable for the provision of take-away food, turnover is recognised at the point of collection by, or delivery to, the customer. |
Rent |
The Company recognises revenue for rent receivable over the rental period. |
Stocks |
Stock is valued at the lower of cost and net realisable value using the FIFO basis. Cost is determined by the actual amount paid for the stock, net of value added tax. Provisions are made for slow moving, obsolete or damaged stock where the net realisable value is less than cost. |
Financial instruments |
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
3. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Impairment |
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occured after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the Company. |
An analysis of turnover by class of business is given below: |
2022 | 2021 |
£ | £ |
The turnover of the Company is attributable to the principal activity of the Company wholly undertaken within the United Kingdom. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
5. | OTHER OPERATING INCOME |
2022 | 2021 |
£ | £ |
Rents received |
Government grants |
46,010 | 49,188 |
Under the package of support measures from the UK Government in response to the COVID-19 pandemic, the retail, hospitality and leisure grant fund (RHLGF) was set up to support these sectors with their business costs during the Coronavirus pandemic. |
All businesses in England in the retail, leisure or hospitality sector were entitled to a one off cash grant up to £25,000 depending on the rateable value of the property. |
The above grants received have been made available by local government to provide assistance to businesses during the pandemic. |
6. | EMPLOYEES AND DIRECTORS |
2022 | 2021 |
£ | £ |
Wages and salaries | 83,663,191 | 76,986,243 |
Social security costs | 3,869,601 | 3,602,117 |
Other pension costs | 764,941 | 747,592 |
88,297,733 | 81,335,952 |
The average number of employees during the period was as follows: |
Operations | 6,239 | 6,089 |
7. | DIRECTORS' EMOLUMENTS |
2022 | 2021 |
£ | £ |
Directors' remuneration |
The directors are remunerated through other related companies. |
8. | AUDITORS' REMUNERATION |
2022 | 2021 |
£ | £ |
Fees payable to the Company's auditors for the audit of the Company's financial statements |
19,075 |
18,555 |
Other non- audit services |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
9. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the profit for the year was as follows: |
2022 | 2021 |
£ | £ |
Current tax: |
UK corporation tax |
Prior year tax adjustment | (192,423 | ) | - |
Research & development credit | (879,928 | ) | - |
Tax on profit | ( |
) |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2022 | 2021 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Adjustments to tax charge in respect of previous periods | ( |
) |
R&D credits in respect of previous periods | (879,928 | ) | - |
Land remediation relief | (3,170 | ) | - |
Total tax (credit)/charge | (980,416 | ) | 97,307 |
The main rate of corporation tax will increase from 19% to 25% with effect from 1 April 2023. |
10. | STOCKS |
2022 | 2021 |
£ | £ |
Raw materials and consumables |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Trade debtors |
Amounts owed by related parties | 5,466,182 | 80,267 |
Other debtors |
Tax |
VAT |
Prepayments |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
12. | CASH AT BANK AND IN HAND |
2022 | 2021 |
£ | £ |
Bank account | 2,823,737 | 2,530,086 |
Bank account no. 2 | 2,456 | 2,195 |
Bank account no. 3 | 66,639 | 998 |
Cash in hand |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Trade creditors |
Amounts owed to related parties | - | 3,498,425 |
Tax |
Social security and other taxes |
VAT | 7,230,264 | - |
Other creditors |
Net wages control | - | 563 |
Accrued expenses |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
Ordinary | £1 | 100 | 100 |
Each share is entitled to one vote in any circumstance. Each share has equal rights to dividends and each share is entitled to participate in a distribution arising from a wind up of the company. |
15. | RESERVES |
Retained |
earnings |
£ |
At 1 October 2021 |
Profit for the year |
At 30 September 2022 |
Called up share capital - represents the nominal value of shares that have been issued. |
Retained earnings - includes all current retained profits and losses. |
SANTIO LIMITED (REGISTERED NUMBER: 11294345) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 SEPTEMBER 2022 |
16. | PENSION COMMITMENTS |
The Company operates a defined contribution pension scheme. The assets of the scheme are held separate from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund. Contributions payable to the fund at the year end by the Company and included in other creditors are £16,371 (2021: £141,309). |
2022 | 2021 |
£ | £ |
Contributions payable by the Company for the year | 764,941 | 747,592 |
17. | RELATED PARTY DISCLOSURES |
2022 | 2021 |
£ | £ |
Royalties |
Wages |
Food, drink and delivery charges | 72,935,876 | 67,431,160 |
Other direct costs | 15,236,235 | 15,300,637 |
Premises rental | 5,574,156 | 5,147,472 |
Other administrative costs | 807,163 | 525,960 |
Amount due from related party |
Amount due to related party |
The amounts shown above concern transactions with other companies in which Mr S Kandola and Mr G Dhaliwal are directors and have a controlling interest. |
There are no terms, conditions or securities attached to the amounts owing above. |
18. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is |