Caseware UK (AP4) 2023.0.135 2023.0.135 2024-06-302024-06-30truetruefalsetruetruetruetruefalsefalse2023-07-01No description of principal activity1616 07165870 2023-07-01 2024-06-30 07165870 2022-07-01 2023-06-30 07165870 2024-06-30 07165870 2023-06-30 07165870 2022-07-01 07165870 1 2023-07-01 2024-06-30 07165870 d:Director1 2023-07-01 2024-06-30 07165870 d:Director2 2023-07-01 2024-06-30 07165870 d:Director3 2023-07-01 2024-06-30 07165870 d:Director3 2024-06-30 07165870 d:RegisteredOffice 2023-07-01 2024-06-30 07165870 d:Agent1 2023-07-01 2024-06-30 07165870 c:FurnitureFittings 2023-07-01 2024-06-30 07165870 c:FurnitureFittings 2024-06-30 07165870 c:FurnitureFittings 2023-06-30 07165870 c:FurnitureFittings c:OwnedOrFreeholdAssets 2023-07-01 2024-06-30 07165870 c:Goodwill 2023-07-01 2024-06-30 07165870 c:ComputerSoftware 2024-06-30 07165870 c:ComputerSoftware 2023-06-30 07165870 c:CurrentFinancialInstruments 2024-06-30 07165870 c:CurrentFinancialInstruments 2023-06-30 07165870 c:CurrentFinancialInstruments c:WithinOneYear 2024-06-30 07165870 c:CurrentFinancialInstruments c:WithinOneYear 2023-06-30 07165870 e:UnitedKingdom 2023-07-01 2024-06-30 07165870 e:UnitedKingdom 2022-07-01 2023-06-30 07165870 e:RestEuropeOutsideUK 2023-07-01 2024-06-30 07165870 e:RestEuropeOutsideUK 2022-07-01 2023-06-30 07165870 c:UKTax 2023-07-01 2024-06-30 07165870 c:UKTax 2022-07-01 2023-06-30 07165870 c:ShareCapital 2023-07-01 2024-06-30 07165870 c:ShareCapital 2024-06-30 07165870 c:ShareCapital 2022-07-01 2023-06-30 07165870 c:ShareCapital 2023-06-30 07165870 c:ShareCapital 2022-07-01 07165870 c:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 07165870 c:RetainedEarningsAccumulatedLosses 2024-06-30 07165870 c:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 07165870 c:RetainedEarningsAccumulatedLosses 2023-06-30 07165870 c:RetainedEarningsAccumulatedLosses 2022-07-01 07165870 d:OrdinaryShareClass1 2023-07-01 2024-06-30 07165870 d:OrdinaryShareClass1 2024-06-30 07165870 d:OrdinaryShareClass1 2023-06-30 07165870 d:FRS102 2023-07-01 2024-06-30 07165870 d:Audited 2023-07-01 2024-06-30 07165870 d:FullAccounts 2023-07-01 2024-06-30 07165870 d:PrivateLimitedCompanyLtd 2023-07-01 2024-06-30 07165870 c:WithinOneYear 2024-06-30 07165870 c:WithinOneYear 2023-06-30 07165870 c:PlantEquipmentOtherAssetsUnderOperatingLeases 2024-06-30 07165870 c:PlantEquipmentOtherAssetsUnderOperatingLeases 2023-06-30 07165870 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:WithinOneYear 2024-06-30 07165870 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:WithinOneYear 2023-06-30 07165870 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:BetweenOneFiveYears 2024-06-30 07165870 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:BetweenOneFiveYears 2023-06-30 07165870 c:ComputerSoftware c:InternallyGeneratedIntangibleAssets 2023-07-01 2024-06-30 07165870 c:AcceleratedTaxDepreciationDeferredTax 2024-06-30 07165870 c:AcceleratedTaxDepreciationDeferredTax 2023-06-30 07165870 c:OtherDeferredTax 2024-06-30 07165870 c:OtherDeferredTax 2023-06-30 07165870 f:PoundSterling 2023-07-01 2024-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 07165870
















VISUAL FOODS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024


































img7c98.png


VISUAL FOODS LIMITED

 
COMPANY INFORMATION


DIRECTORS
Mr G Hall 
Mr I Slater 
Mr R Thompson (resigned 1 July 2024)




REGISTERED NUMBER
07165870



REGISTERED OFFICE
54 Hagley Road
Edgbaston

Birmingham

West Midlands

B16 8PE




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

1-3 College Yard

Worcester

WR1 2LB




BANKERS
HSBC UK Bank plc
1 Centenary Square

Birmingham

West Midlands

B1 1HQ






VISUAL FOODS LIMITED


CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 26



VISUAL FOODS LIMITED

 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

BUSINESS REVIEW
 
The principal activity of the business during the period was the import and distribution of frozen food. The business continued to operate in a competitive market.
The directors aim to ensure the company continues to produce sustained growth within its principal activities.  It also expects to utilise its strong supply chain, over the forthcoming period, to diversify its product solution. This will further strengthen its service level, enhancing customer loyalty as well as bringing new opportunities for profitable growth.

PRINCIPAL RISKS AND UNCERTAINTIES
 
The directors constantly monitor the risks and uncertainties facing the company with particular reference to the exposure on exchange rates, liquidity, stocks, interest rates and credit risks. They are confident that there are suitable policies in place and there are no material risks and uncertainties which have not been considered.
The company uses various financial instruments which include loans, cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company’s operations.
The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below.
The main risks arising from the company’s financial instruments are currency risk, interest rate risk, credit risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below.
Currency Risk
The company has minimal exposure to translation and transaction foreign exchange risk. The company manages its exposure to currency risk by using forward contracts.
Liquidity Risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by utilising related company funds.
Interest Rate Risk
The company finances its operations through a mixture of retained profits, related company funds and loans.  The company’s exposure to interest rate fluctuations on its borrowings is managed by actively looking to reduce its working capital requirement.
Credit Risk
The company’s principal financial assets are stock and trade debtors. The principal credit risk arises therefore from its trade debtors. In order to manage credit risk the directors set limits for its customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt aging and collection history.
DEVELOPMENT AND PERFORMANCE
The Directors feel that Visual Foods Ltd has performed well within a challenging domestic and global market. They anticipate that next year will bring similar challenges but are happy that the company is well placed to delivery sustained profitability throughout this period of post Covid and inflationary adjustment.

Page 1


VISUAL FOODS LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

FINANCIAL KEY PERFORMANCE INDICATORS
 
The directors use a number of measures to monitor and benchmark the performance of the company and these are continually monitored throughout the year.
The company’s main performance indicators have been identified as turnover, gross profit margin and net profit. Turnover decreased by £1,856,615 (5.9%) for the period ended 30 June 24 compared to the period ended 30 June 23. The gross profit decreased by £82,212 (2.5%) with a net profit before tax of £599,957. The company experienced another strong performance for the year ended 30 June 24. High levels of inflation and the well documented cost of living crisis led to challenges in the market. During the year however, the Directors are pelased with how the business dealt with these pressures. 


This report was approved by the board on 7 January 2025 and signed on its behalf.



Mr I Slater
Director

Page 2


VISUAL FOODS LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

DIRECTORS' RESPONSIBILITIES STATEMENT

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 judgements 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.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £448,851 (2023: £735,132).

Dividends of £NIL (2023: £1,754,425) were declared in the year.

DIRECTORS

The directors who served during the year were:

Mr G Hall 
Mr I Slater 
Mr R Thompson (resigned 1 July 2024)

FUTURE DEVELOPMENTS

The directors aim to maintain the management policies to increase turnover and gross profit margin in order to maximise the opportunity around a growth market. 
 

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.

Page 3


VISUAL FOODS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
POST BALANCE SHEET EVENTS

On 1 July 2024 the entire share capital of Tiger Delight Holdings Limited, the ultimate parent undertaking of the group as at 30 June 2024, was acquired by Visual Foods Group Limited. On this date Visual Foods Group became the ultimate parent undertaking of the group. The consideration to acquire the shares included a share for share exchange for the existing shareholders, as well as a combination of cash and deferred cash.
Subsequent to the acquisition the ultimate controlling party of the group is G Hall due to his majority ownership of share capital and voting rights. 

AUDITORS

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

This report was approved by the board on 7 January 2025 and signed on its behalf.
 






Mr I Slater
Director

54 Hagley Road
Edgbaston
Birmingham
West Midlands
B16 8PE

Page 4


VISUAL FOODS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VISUAL FOODS LIMITED
OPINION


We have audited the financial statements of Visual Foods Limited (the 'company') for the year ended 30 June 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 30 June 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.


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.


Page 5


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

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


the information given in the 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 6


VISUAL FOODS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VISUAL FOODS 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:

the nature of the industry and sector, control environment and business performance;
results of our enquiries of management and the board about their own identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:
°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud, which included incorrect recognition of revenue and management override of controls using manual journal entries, and these were identified as the greatest potential area for fraud.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the 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 FRS 102, the UK Companies Act and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included relevant product safety standards, occupational health and safety regulations and employment legislation.
Our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
enquiring of management and those charged with governance concerning actual and potential litigation and claims;
Page 7


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

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance; and
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


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


USE OF OUR REPORT
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.






Richard Newton FCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
1-3 College Yard
Worcester
WR1 2LB

9 January 2025
Page 8


VISUAL FOODS LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
 £
£

  

Turnover
 4 
29,626,979
31,483,594

Cost of sales
  
(26,388,164)
(28,162,567)

Gross profit
  
3,238,815
3,321,027

Distribution costs
  
(1,116,241)
(977,822)

Administrative expenses
  
(1,038,026)
(1,033,977)

Operating profit
 5 
1,084,548
1,309,228

Interest payable and similar expenses
 8 
(484,591)
(383,721)

Profit before tax
  
599,957
925,507

Tax on profit
 9 
(151,106)
(190,375)

Profit for the financial year
  
448,851
735,132

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

The notes on pages 12 to 26 form part of these financial statements.

Page 9


VISUAL FOODS LIMITED
REGISTERED NUMBER:07165870

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 10 
17,078
-

Tangible assets
 11 
6,143
16,886

  
23,221
16,886

Current assets
  

Stocks
 12 
7,078,972
7,017,224

Debtors: amounts falling due within one year
 13 
5,191,061
4,767,824

Cash at bank and in hand
 14 
1,276,242
84,395

  
13,546,275
11,869,443

Creditors: amounts falling due within one year
 15 
(9,613,155)
(8,379,550)

Net current assets
  
3,933,120
3,489,893

Total assets less current liabilities
  
3,956,341
3,506,779

Provisions for liabilities
  

Deferred tax
 16 
(2,612)
(1,901)

Net assets
  
3,953,729
3,504,878


Capital and reserves
  

Called up share capital 
 17 
1
1

Profit and loss account
 18 
3,953,728
3,504,877

  
3,953,729
3,504,878


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





Mr I Slater
Director

Date: 7 January 2025

The notes on pages 12 to 26 form part of these financial statements.

Page 10


VISUAL FOODS LIMITED


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2022
1
4,524,170
4,524,171


Comprehensive income for the year

Profit for the year
-
735,132
735,132
Total comprehensive income for the year
-
735,132
735,132


Contributions by and distributions to owners

Equity dividends paid
-
(1,754,425)
(1,754,425)



At 1 July 2023
1
3,504,877
3,504,878


Comprehensive income for the year

Profit for the year
-
448,851
448,851
Total comprehensive income for the year
-
448,851
448,851


At 30 June 2024
1
3,953,728
3,953,729


The notes on pages 12 to 26 form part of these financial statements.

Page 11


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


GENERAL INFORMATION

Visual Foods Limited is a Limited Liability company incorporated in England. The registered office is 54 Hagley Road, Edgbaston, Birmingham, West Midlands, B16 8PE.
The principal activity of the company is the import and distribution of frozen 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 judgement in applying the company's accounting policies (see note 3).

The financial statements are presented in £ sterling and are rounded to the nearest £1.

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 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 Tiger Delight Holdings Limited as at 30 June 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.3

GOING CONCERN

The directors have prepared budgets and cash flow forecasts to 31 December 2025. The company has a net asset value at 30 June 2024 of £3,953,729 (2023: £3,504,878). At the year end the company had total bank borrowings of £4,460,170 (2023: £4,950,521) and the group's primary bank, HSBC, continue to support the group. 
Cashflow projections are put in place for best and worst case scenarios in order to ensure relevant working capital is available for the business. On this basis the financial statements have been prepared on a going concern basis.

Page 12


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (continued)

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

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

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

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.

 
2.5

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.

 
2.6

OPERATING LEASES: THE COMPANY AS LESSEE

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 13


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (continued)

 
2.8

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 Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

 
2.9

CURRENT AND DEFERRED TAXATION

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

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

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

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

 
2.10

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.

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:

Computer software
-
10
years

 
2.11

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.

Page 14


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (continued)


2.11
TANGIBLE FIXED ASSETS (CONTINUED)

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:

Fixtures and fittings
-
10 - 33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. 
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.

 
2.13

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.

 
2.14

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.

 
2.15

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 15


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (continued)

 
2.16

FINANCIAL INSTRUMENTS

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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.

Page 16


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.ACCOUNTING POLICIES (continued)


2.16
FINANCIAL INSTRUMENTS (CONTINUED)

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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

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. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

 
2.17

DIVIDENDS

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

Page 17


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period of the revision and future periods if the revision affects both current and future periods.
Trade debtors
There is a risk that amounts due from customers may not be recoverable. Management have assessed the position of debtors at the year end and consider the provisions to be adequate based on current information available and historic analysis of debtor recoverability.
Stock provision
There is a risk that the stock value may be overstated due to the perishable nature and condition of the stock. Management consider any lines of stock that sell at below cost post year end, along with other factors to estimate the items in stock that need to be written down in value.


4.


TURNOVER

The whole of the turnover is attributable to sales of frozen foods net of VAT and trade discounts. 

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
29,442,029
31,249,459

Rest of Europe
184,950
234,135

29,626,979
31,483,594



5.


OPERATING PROFIT

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
10,743
11,954

Fees payable to company's auditors for the audit of the company's annual financial statements
21,000
20,865

Fees payable to company's auditors in respect of taxation compliance services
1,000
2,970

Fees payable to company's auditors in respect of other services
-
1,355

Other operating lease rentals
99,818
92,203

Defined contribution pension cost
35,992
38,687

Page 18


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

6.


EMPLOYEES

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


2024
2023
£
£

Wages and salaries
988,190
1,032,718

Social security costs
110,358
117,630

Cost of defined contribution scheme
35,992
38,687

1,134,540
1,189,035


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


        2024
        2023
            No.
            No.







Operations
5
5



Sales
7
6



Administration
4
5

16
16


7.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
376,903
512,633

Company contributions to defined contribution pension schemes
20,248
24,000

397,151
536,633


During the year retirement benefits were accruing to 3 directors (2023: 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £170,293 (2023: £165,017).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,081 (2023: £7,342).


8.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Bank interest payable
484,591
383,721

484,591
383,721

Page 19


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

9.


TAXATION


2024
2023
£
£

CORPORATION TAX


Current tax on profits for the year
150,395
186,579


TOTAL CURRENT TAX
150,395
186,579

DEFERRED TAX


Origination and reversal of timing differences
711
3,796

TOTAL DEFERRED TAX
711
3,796


TAXATION ON PROFIT ON ORDINARY ACTIVITIES
151,106
190,375

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2023: the same as) the standard rate of corporation tax in the UK of 25% (2023: 20.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
599,957
925,507


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 20.5%)
149,989
189,729

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
883
-

Capital allowances for year in excess of depreciation
-
(4,154)

Deferred tax movements
711
3,796

Adjustments to tax charge in respect of prior periods
(477)
-

Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax
-
354

Adjustments in respect of change in tax rates on deferred tax
-
650

TOTAL TAX CHARGE FOR THE YEAR
151,106
190,375

Page 20


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
9.TAXATION (CONTINUED)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no changes to the main UK corporation tax rate within the year ended 30th June 2024 and post year end.


10.


INTANGIBLE ASSETS




Computer software

£



COST


Additions - internal
17,078



At 30 June 2024

17,078






NET BOOK VALUE



At 30 June 2024
17,078



At 30 June 2023
-



Page 21


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

11.


TANGIBLE FIXED ASSETS





Fixtures and fittings

£



COST OR VALUATION


At 1 July 2023
95,986



At 30 June 2024

95,986



DEPRECIATION


At 1 July 2023
79,100


Charge for the year on owned assets
10,743



At 30 June 2024

89,843



NET BOOK VALUE



At 30 June 2024
6,143



At 30 June 2023
16,886


12.


STOCKS

2024
2023
£
£

Finished goods and goods for resale
7,078,972
7,017,224



13.


DEBTORS

2024
2023
£
£


Trade debtors
4,426,956
4,543,372

Other debtors
507,175
37,691

Prepayments and accrued income
127,465
186,761

Tax recoverable
129,465
-

5,191,061
4,767,824


Page 22


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.


CASH AND CASH EQUIVALENTS

2024
2023
£
£

Cash at bank and in hand
1,276,242
84,395

1,276,242
84,395



15.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Bank loans
4,460,170
4,950,521

Trade creditors
1,761,757
1,636,406

Invoice Discounting
2,737,246
1,171,147

Amounts owed to group undertakings
113
113

Corporation tax
279,626
186,580

Other taxation and social security
29,297
33,895

Other creditors
28,767
97,721

Accruals and deferred income
316,179
303,167

9,613,155
8,379,550


Secured loans
Included in creditors due within one year is a bank loan secured by fixed and floating charges created on 29 January 2019 over the undertaking and all property and assets present and future in connection with a Trade Service Facility.


16.


DEFERRED TAXATION




2024


£






At beginning of year
(1,901)


Utilised in year
(711)



AT END OF YEAR
(2,612)

Page 23


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
16.DEFERRED TAXATION (CONTINUED)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(4,476)
(2,826)

Short term timing differences
1,864
925

(2,612)
(1,901)


17.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1 (2023: 1) Ordinary share of £1.00
1
1


The Ordinary shares carry voting rights, rights to a dividend and capital distribution.



18.


RESERVES

Profit and loss account

Includes all current and prior period retained profits and losses. 


19.


CONTINGENT LIABILITIES

As at 30 June 2024 there was an unlimited guarantee structure to HSBC Bank PLC by and for the company and its parent, Visual Foods Holdings. As at 30 June 2024 there was a contingent liability in respect of Letters of Credit awaiting acceptance to the amount of £501,273 (2023: £470,981). 


20.


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 £35,992 (2023: £38,687).
Contributions totaling £7,457 (2023: £7,257) were payable to the fund at the balance sheet date.

Page 24


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

21.


COMMITMENTS UNDER OPERATING LEASES

At 30 June 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£

Land & Buildings


Not later than 1 year
14,675
44,025

14,675
44,025

2024
2023

£
£

Other


Not later than 1 year
19,784
26,008

Later than 1 year and not later than 5 years
-
19,784

19,784
45,792


22.


TRANSACTIONS WITH DIRECTORS

At the year end there were oustanding loans to the diectors totalling £483,600 (2023: £NIL). Interest is charged at a commercial rate.


23.


RELATED PARTY TRANSACTIONS

The company is a 100% owned subsidiary of Visual Foods Holdings Limited. The company has therefore elected to make use of the exemption provided in FRS 102.33.5 not to disclose related party transactions with other members of the group. 


24.


POST BALANCE SHEET EVENTS

On 1 July 2024 the entire share capital of Tiger Delight Holdings Limited, the ultimate parent undertaking of the group as at 30 June 2024, was acquired by Visual Foods Group Limited. On this date Visual Foods Group became the ultimate parent undertaking of the group. The consideration to acquire the shares included a share for share exchange for the existing shareholders, as well as a combination of cash and deferred cash.
Subsequent to the acquisition the ultimate controlling party of the group is G Hall due to his majority ownership of share capital and voting rights. 

Page 25


VISUAL FOODS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

25.


CONTROLLING PARTY

The company is a wholly owned subsidiary of Visual Foods Holdings Limited, a company registered in England. 
The company is ultimately controlled by Tiger Delight Holdings Limited, a company registered in England. The results of the company are consolidated in the Group financial statements prepared by Tiger Delight Holdings Limited, that are available to the public at Companies House. 
On 1 July 2024 the company's ultimate parent undertaking changed to Visual Foods Group Limited following the aquisition of the entire share capital in Tiger Delight Holdings Limited. At this date Mr G Hall became the ultimate controlling party due to his shareholding.

 
Page 26