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Registered number: 07165818
















VISUAL FOODS HOLDINGS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024


































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VISUAL FOODS HOLDINGS LIMITED

 
COMPANY INFORMATION


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




REGISTERED NUMBER
07165818



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






VISUAL FOODS HOLDINGS LIMITED


CONTENTS



Page
Strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Statement of comprehensive income
 
8
Statement of financial position
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 14



VISUAL FOODS HOLDINGS LIMITED

 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

BUSINESS REVIEW
 
The principal activity of the company during the year was that of an intermediate holding company.
The results for the financial year are set out in the Statement of Comprehensive Income on page 8. The directors consider the performance of the company, the financial position at the end of the year and its prospects for the future to be satisfactory.

PRINCIPAL RISKS AND UNCERTAINTIES
 
Due to the non complex nature of the company's activities its exposure to financial risks is limited. Therefore, the principal risks for the company are in relation to the trading of its principal subsidiary, Visual Foods Limited.
The principal risks for Visual Foods Limited are currently currency risk, liquidity risk, interest rate risk and credit risk. However, Visual Foods Limited have mitigated these risks by using forward contracts, investment of cash assets safely and profitability, actively looking to reduce its working capital requirement and reviewing credit limits on a regular basis in conjunction with debt aging and collection history. 

FINANCIAL KEY PERFORMANCE INDICATORS
 
Due to the non complex nature of the company's activities, that of being an intermediate holding company, the directors believe that analysis using key performance indicators (KPIs) is not necessary or appropriate for an understanding of the development, performance or position of the company. The KPIs of the principal trading subsidiary, Visual Foods Limited and non trading subsidaries Dragon Delight Foodservice Limited and Visual Foods Europe Limited, are set out in their respective financial statements. 


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



Mr I Slater
Director

Page 1


VISUAL FOODS HOLDINGS 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.

DIRECTORS

The directors who served during the year were:

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

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

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 2


VISUAL FOODS HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
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 3


VISUAL FOODS HOLDINGS LIMITED

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


We have audited the financial statements of Visual Foods Holdings 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 result 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 4


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

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


the information given in the 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 2, 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


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

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 6


VISUAL FOODS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VISUAL FOODS HOLDINGS 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 7


VISUAL FOODS HOLDINGS LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

  

Income from fixed assets investments
  
-
1,754,425

Profit for the financial year
  
-
1,754,425

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

The notes on pages 11 to 14 form part of these financial statements.

Page 8


VISUAL FOODS HOLDINGS LIMITED
REGISTERED NUMBER:07165818

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 4 
3
2

  
3
2

Current assets
  

Debtors: amounts falling due within one year
 5 
111
112

  
111
112

Total assets less current liabilities
  
114
114

  

Net assets
  
114
114


Capital and reserves
  

Called up share capital 
 6 
100
100

Profit and loss account
 7 
14
14

  
114
114


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 11 to 14 form part of these financial statements.

Page 9


VISUAL FOODS HOLDINGS 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
100
14
114


Comprehensive income for the year

Profit for the year
-
1,754,425
1,754,425


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,754,425)
(1,754,425)



At 1 July 2023
100
14
114

Profit for the year
-
-
-


At 30 June 2024
100
14
114


Page 10


VISUAL FOODS HOLDINGS LIMITED

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

1.


GENERAL INFORMATION

Visual Foods Holdings 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 that of an intermediate holding company. 
The financial statements are prepared in sterling and are rounded to the nearest pound. 

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.

 
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.

The company has also taken advantage of preparing consolidated accounts under S400 of the Companies Act.
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.

Page 11


VISUAL FOODS HOLDINGS LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.3

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.4

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.


3.


INCOME FROM INVESTMENTS

2024
2023
£
£





Dividends received from unlisted investments
-
(1,754,425)

-
(1,754,425)


Page 12


VISUAL FOODS HOLDINGS LIMITED

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

4.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST OR VALUATION


At 1 July 2023
2


Additions
1



At 30 June 2024

3






NET BOOK VALUE



At 30 June 2024
3



At 30 June 2023
2


SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the company:

Name

Class of shares

Holding

Visual Foods Limited
Ordinary
100%
Dragon Delight Foodservice Limited
Ordinary
100%
Visual Foods Europe Limited
Ordinary
100%

The aggregate of the share capital and reserves as at 30 June 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit after tax
£
£

Visual Foods Limited
3,953,729
448,851

Dragon Delight Foodservice Limited
1
-

Visual Foods Europe Limited
1
-

Page 13


VISUAL FOODS HOLDINGS LIMITED

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

5.


DEBTORS

2024
2023
£
£


Amounts owed by group undertakings
111
112

111
112



6.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



100 (2023: 100) Ordinary shares of £1.00 each
100
100



7.


RESERVES

Profit and loss account

Includes all current and prior period retained profits and losses. 


8.


RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption in Section 33.1A of FRS 102 not to disclose transactions with other wholly owned group members.


9.


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. 


10.


CONTROLLING PARTY

The Company is a wholly owned subsidiary of Tiger Delight Holdings Limited, a company registered in England. Tiger Delight Holdings Limited is the ultimate controlling party and the company's results are consolidated in the group financial statements prepared by Tiger Delight Holdings Limited, that are publically available 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.

 
Page 14