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Registered number: 09369030









ZEN-NOH INTERNATIONAL EUROPE LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
COMPANY INFORMATION


Directors
Y Aikawa 
K Aoki (appointed 1 April 2024)
Y Matsumoto (appointed 1 April 2024)
H Sumiyoshi resigned 31 March 2024)




Registered number
09369030



Registered office
23 Conduit Street

London

W1S 2XS




Independent auditors
Haslers
Chartered Accountants & Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL





 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2
Directors' Responsibilities Statement
 
3
Independent Auditors' Report
 
4 - 7
Statement of Comprehensive Income
 
8
Balance Sheet
 
9
Statement of Changes in Equity
 
10
Notes to the Financial Statements
 
11 - 23


 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present the strategic report for the year ended 31 March 2024.
Fair review of the business
The principal activity of the Zen-Noh International Europe Limited company continues to be that of importing and selling food products from Japan.  

Business review
 
The uncertain economic climate still continues to hamper growth but since the arrival of a new management team and the introduction of new business, such as direct imports from Japan and onward sales to the local market we anticipate an increase in income for the next financial year. Additionally, an income stream for service fees from SFG has been implemented which will also result in additional turnover.

Principal risks and uncertainties
 
Numerous aspects of the environment in which the business operates remain unpredictable. Fluctuations on currency exchange rates have led to increased cost of goods, whilst credit, liquidity, and interest rate risks have all affected profitability.
With all these risks and uncertainties in mind we are aware that any plans for the future development of the business may be subject to unforeseen future events out of our control.

Financial key performance indicators
 
To communicate the financial performance and strength of the company several financial and non financial key performance indicators are used. The company has identified turnover and gross margin as its core performance indicators.
Within a very competitive and challenging environment in the year to 31 March 2024 the business reported turnover of £2,110,872 (2023: £1,253,476). This is an increase of 68.4% compared to the prior year.
Gross profit margin has decreased this year compared with the prior year: 48% in 2024 and 71.2% in 2023.


This report was approved by the board on 20 September 2024 and signed on its behalf.



Y Aikawa
Director

Page 1

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Results and dividends

The profit for the year, after taxation, amounted to £35,263 (2023 - £169,876).

Directors

The directors who served during the year were:

Y Aikawa 
H Sumiyoshi (appointed 1 April 2022, resigned 31 March 2024)

Future developments

The Parent Company in Japan has pledged its financial support to pursue the company’s plan to continue its promotion and sale of Japanese produce through established channels as a standalone office.

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's auditors are unaware, and

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

Post balance sheet events

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

Auditors

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

This report was approved by the board on 20 September 2024 and signed on its behalf.
 





Y Aikawa
Director

Page 2

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEN-NOH INTERNATIONAL EUROPE LIMITED
 

Opinion


We have audited the financial statements of Zen-Noh International Europe Limited (the 'Company') for the year ended 31 March 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity 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 Company's affairs as at 31 March 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the 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.


Page 4

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEN-NOH INTERNATIONAL EUROPE LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 Directors' Responsibilities Statement set out on page 3, 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 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.


Page 5

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEN-NOH INTERNATIONAL EUROPE 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 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:

Based on our understanding of the legal and regulatory frameworks that are applicable to the entity we have considered those that have a direct and indirect material impact on the financial statements and operations of the company. These include but are not limited to the Companies Act 2006, GDPR, Employment and Health & Safety legislation and tax legislation.
We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of documentation generated and assessing the extent of compliance with the relevant laws and regulations.
We discussed among the audit engagement team regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for material misstatements due to fraud are in the following areas, and our specific procedures performed to address these are described below:
The risk of management override of controls is the area where the financial statements were most susceptible to material misstatement due to fraud. In addition, the key principal risks related to the existence of inappropriate journal entries to impact the profit for the year and management bias in accounting estimates.
Procedures performed to address these were as follows: 
• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud, including known or suspected instances of non-compliance with laws and regulations, and fraud,
• Identifying and assessing the effectiveness of controls management has in place for stock and how fraud is detected and prevented. 
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process,
• Challenging assumptions and judgements made by management in its significant accounting estimates; and
• Identifying and testing journal entries, in particular any unusual journal entries posted around the year-end and journal entries with no description.
 
Page 6

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ZEN-NOH INTERNATIONAL EUROPE LIMITED (CONTINUED)




Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.





Charalambos Patsalides (Senior Statutory Auditor)
for and on behalf of
Haslers
Chartered Accountants
Statutory Auditor
Old Station Road
Loughton
Essex
IG10 4PL

20 September 2024
Page 7

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£
£

  

Turnover
 4 
2,110,872
1,253,476

Cost of sales
  
(1,097,621)
(360,849)

Gross profit
  
1,013,251
892,627

Administrative expenses
  
(948,806)
(622,714)

Operating profit
 5 
64,445
269,913

Amounts written off investments
  
-
(40,000)

Interest payable and similar expenses
 9 
-
(1,266)

Profit before tax
  
64,445
228,647

Tax on profit
 10 
(29,182)
(58,771)

Profit for the financial year
  
35,263
169,876

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

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

Page 8

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
REGISTERED NUMBER: 09369030

BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
46,981
61,654

  
46,981
61,654

Current assets
  

Debtors: amounts falling due after more than one year
 12 
1,000,000
1,000,000

Debtors: amounts falling due within one year
 12 
1,083,817
779,911

Cash at bank and in hand
 13 
1,014,110
1,001,153

  
3,097,927
2,781,064

Creditors: amounts falling due within one year
 14 
(580,201)
(313,274)

Net current assets
  
 
 
2,517,726
 
 
2,467,790

Total assets less current liabilities
  
2,564,707
2,529,444

  

Net assets
  
2,564,707
2,529,444


Capital and reserves
  

Called up share capital 
 16 
16,100,000
16,100,000

Profit and loss account
 17 
(13,535,293)
(13,570,556)

  
2,564,707
2,529,444


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 September 2024.




Y Aikawa
Director

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

Page 9

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2023
16,100,000
(13,570,556)
2,529,444


Comprehensive income for the year

Profit for the year
-
35,263
35,263
Total comprehensive income for the year
-
35,263
35,263


At 31 March 2024
16,100,000
(13,535,293)
2,564,707


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


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2022
16,100,000
(13,740,432)
2,359,568


Comprehensive income for the year

Profit for the year
-
169,876
169,876
Total comprehensive income for the year
-
169,876
169,876


At 31 March 2023
16,100,000
(13,570,556)
2,529,444


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

Page 10

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Zen-Noh International Europe Limited is a private company, limited by shares and incorporated in England and Wales, United Kingdom with a registration number 09369030. The address of the registered office is 23 Conduit Street, London, W1S 2XS. The company's principal activity during the year continued to be that of wholesale distribution of food. 

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest pound sterling.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of National Federation of Agricultural Cooperative Associations as at 31 March 2024 and these financial statements may be obtained from the Zen-Noh Japanese website.

Page 11

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 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 Company has transferred the significant risks and rewards of ownership to the buyer;
the Company 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 Company 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.

 
2.5

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 12

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.6

Pensions

Defined contribution pension plan

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

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

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

 
2.8

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.

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the lease term
Fixtures and fittings
-
20%
straight line basis
Office equipment
-
20%
straight line 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.

Page 13

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

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.

 
2.12

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.

 
2.13

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 14

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

Financial instruments

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


Page 15

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.14
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the Company's accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, 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 are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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 director does not believe that there have been judgements (apart from those involving estimates) made in the process of applying the above accounting policies that have had a significant effect on amounts recognised in the financial statements. 

Page 16

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Consignment
1,012,160
841,112

Wagyu sales
1,038,660
275,431

Other product sales
39,012
112,872

Service charges
21,040
24,061

2,110,872
1,253,476


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
2,058,850
1,253,476

Rest of Europe
52,022
-

2,110,872
1,253,476



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
45,483
11,688

Depreciation
14,672
14,671


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
16,800
16,146

Page 17

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Employees

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


2024
2023
£
£

Wages and salaries
409,263
351,435

Social security costs
10,806
10,168

Cost of defined contribution scheme
12,840
2,702

432,909
364,305


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
6
5


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
202,880
167,766

202,880
167,766



9.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
-
1,266

-
1,266

Page 18

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
29,182
58,771


Total current tax
29,182
58,771

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
64,445
228,647


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
16,111
43,443

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
9,278
12,551

Other differences leading to an increase (decrease) in the tax charge
3,793
2,777

Total tax charge for the year
29,182
58,771


Factors that may affect future tax charges

The corporation tax rate increased from 19% to 25% with effect from 1 April 2023. This results in the increase in tax rate shown above. Next year the Company’s rate will be the full 25%.
The deferred taxation balances have been measured using 25%, which is the enacted rate applicable in the reporting periods when the timing differences reverse.

Page 19

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

11.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 April 2023
166,279
2,430
21,029
189,738



At 31 March 2024

166,279
2,430
21,029
189,738



Depreciation


At 1 April 2023
104,625
2,430
21,029
128,084


Charge for the year on owned assets
14,673
-
-
14,673



At 31 March 2024

119,298
2,430
21,029
142,757



Net book value



At 31 March 2024
46,981
-
-
46,981



At 31 March 2023
61,654
-
-
61,654




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Short leasehold
46,982
61,654

46,982
61,654


Page 20

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by group undertakings
1,000,000
1,000,000

1,000,000
1,000,000


2024
2023
£
£

Due within one year

Trade debtors
676,855
404,324

Other debtors
398,112
366,725

Prepayments and accrued income
8,850
8,862

1,083,817
779,911



13.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,014,110
1,001,153

1,014,110
1,001,153



14.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
288,325
34,083

Corporation tax
29,182
26,482

Other taxation and social security
23,879
18,381

Other creditors
207,275
211,058

Accruals and deferred income
31,540
23,270

580,201
313,274


Page 21

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
1,014,110
1,001,153




Financial assets measured at fair value through profit or loss comprise of cash at bank and in hand.


16.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



16,100,000 (2023 - 16,100,000) Ordinary shares of £1.00 each
16,100,000
16,100,000



17.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


18.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £12,840 (2023: £2,702).
Contributions totaling £548 (2023: £528) were payable to the fund at the balance sheet date and are included in creditors.

Page 22

 
ZEN-NOH INTERNATIONAL EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

19.


Commitments under operating leases

At 31 March 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
220,286
220,286

Later than 1 year and not later than 5 years
413,037
633,324

633,323
853,610


20.


Related party transactions

The Company has taken advantage of the exemptions conferred in FRS 102 Section 33 not to disclose transactions with other group companies where 100% of the voting rights are controlled within the group.
During the year, key management personnel received compensation totalled £202,880 (2023:£167,766).
At the year end, the following amounts were due from other related parties:


2024
2023
£
£

Other related parties
1,000,000
1,000,000
1,000,000
1,000,000


21.


Controlling party

The controlling party is The National Federation of Agricultural Cooperative Associations of Japan by virtue of its majority shareholding.

 
Page 23