Caseware UK (AP4) 2023.0.135 2023.0.135 2024-12-312024-12-312025-05-212024-01-011falseNo description of principal activityfalsefalse2trueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 03723762 2024-01-01 2024-12-31 03723762 2023-01-01 2023-12-31 03723762 2024-12-31 03723762 2023-12-31 03723762 2023-01-01 03723762 c:Director4 2024-01-01 2024-12-31 03723762 d:CurrentFinancialInstruments 2024-12-31 03723762 d:CurrentFinancialInstruments 2023-12-31 03723762 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 03723762 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 03723762 d:ShareCapital 2024-12-31 03723762 d:ShareCapital 2023-12-31 03723762 d:SharePremium 2024-01-01 2024-12-31 03723762 d:SharePremium 2024-12-31 03723762 d:SharePremium 2023-12-31 03723762 d:CapitalRedemptionReserve 2024-01-01 2024-12-31 03723762 d:CapitalRedemptionReserve 2024-12-31 03723762 d:CapitalRedemptionReserve 2023-12-31 03723762 d:OtherMiscellaneousReserve 2024-01-01 2024-12-31 03723762 d:OtherMiscellaneousReserve 2024-12-31 03723762 d:OtherMiscellaneousReserve 2023-12-31 03723762 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 03723762 d:RetainedEarningsAccumulatedLosses 2024-12-31 03723762 d:RetainedEarningsAccumulatedLosses 2023-12-31 03723762 c:OrdinaryShareClass1 2024-01-01 2024-12-31 03723762 c:OrdinaryShareClass1 2024-12-31 03723762 c:OrdinaryShareClass1 2023-12-31 03723762 c:FRS102 2024-01-01 2024-12-31 03723762 c:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 03723762 c:FullAccounts 2024-01-01 2024-12-31 03723762 c:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 03723762 6 2024-01-01 2024-12-31 03723762 e:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03723762









GEMINI FINE FOODS LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

 
GEMINI FINE FOODS LIMITED
REGISTERED NUMBER: 03723762

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2024
2023
2023
Note
£
£
£
£

Fixed assets
  

Investments
 5 
7,632
7,632

  
7,632
7,632

Current assets
  

Debtors: amounts falling due within one year
 6 
85,570
15,370

  
85,570
15,370

Creditors: amounts falling due within one year
 7 
(1,100)
(1,100)

Net current assets
  
 
 
84,470
 
 
14,270

Total assets less current liabilities
  
92,102
21,902

  

Net assets
  
92,102
21,902


Capital and reserves
  

Called up share capital 
  
3
3

Share premium account
 9 
77,830
-

Capital redemption reserve
 9 
1
1

Other reserves
 9 
-
7,630

Profit and loss account
 9 
14,268
14,268

Total equity
  
92,102
21,902


Page 1

 
GEMINI FINE FOODS LIMITED
REGISTERED NUMBER: 03723762
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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




................................................
E Wide Gustafsson
Director

Date: 21 May 2025

The notes on pages 3 to 9 form part of these financial statements.

Page 2

 
GEMINI FINE FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Gemini Fine Foods Limited is a private company limited by shares. The company is incorporated in
England and Wales and its registered office address is Aston House, Cornwall Avenue, London, N3 1LF.
The registered number is 03723762.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.3

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 3

 
GEMINI FINE FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

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.

 
2.6

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.

 
2.7

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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 4

 
GEMINI FINE FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

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.


Judgments in applying accounting policies and key sources of estimation uncertainty

The estimate of share based payments costs requires management to select an appropriate valuation model and make decisions about various inputs into the model including the volatility of its own share price, the probable life of the options, the vesting date of options where non-market performance conditions have been set and the risk free interest rate.


4.


Employees

The average monthly number of employees, including directors, during the year was 1 (2023 - 2).


5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
7,632



At 31 December 2024
7,632





6.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
85,570
15,370


Page 5

 
GEMINI FINE FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Accruals and deferred income
1,100
1,100


Page 6

 
GEMINI FINE FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



3 (2023 - 3) Ordinary share capital shares of £1.00 each
3
3

On 24 May 2025 the company issued 390,000 shares at a nominal value of £0.000001 per share, on exercise of share options.



9.


Reserves

Share premium account

This reserve relates to the value of the share premium.

Capital redemption reserve

This reserve relates to the nominal value of company's own shares repurchased.

Other reserves

This reserve relates to the fair value of the employee and key personnel equity settled share-based payments.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 7

 
GEMINI FINE FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Share-based payments

On 27th September 2022 the company granted 390,000 share options to employees of its subsidiary Petproject Limited.These options are exercisable at 18 pence per share and expire ten years from date of grant. The share options vest immeditely prior to the sale of the company. There was a charge in the period of £7,630 which is shown as an investment in subsidiary (note 5).

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

18

390,000

18
 
390,000
 
Exercised during the year

18

(390,000)

0
 
-
 
Outstanding at the end of the year
0

-

18
 
390,000
 

2023

Option pricing model used



Black Scholes
 
Weighted average share price (pence)



18
 
Exercise price (pence)



18
 
Weighted average contractual life (days)



3,650
 
Expected volatility



41.9%
 
Expected dividend growth rate



0%
 
Risk-free interest rate



4.41%
 

The remaining contractual life of options as at 31 December 2024 was Nil (2023: 8.75 years).



11.


Guarantor for a group liability

The company has issued a guarantee for a loan amounting to £6,580,909 (7,894,458 EUR) as at 31 December 2024. This is a joint and several liability for all companies within the Petbuddy Group AB.







12.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Page 8

 
GEMINI FINE FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Controlling party

The immediate parent undertaking is Petbuddy Holdings UK Limited. The registered office Aston House, Cornwall Avenue, London N3 1LF, England.
The ultimate parent undertaking is Petbuddy Group AB, a company incorporated and domiciled in Sweden.

 
Page 9