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Registered number: 00947901









GIRO FOOD LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

 
GIRO FOOD LIMITED
 
 
COMPANY INFORMATION


Directors
J M Sarwar 
M I Sarwar 
T A Akram 
I M Sarwar 
H Khaki 




Company secretary
Carol Booth



Registered number
00947901



Registered office
Welcome House
Glover Street

Birmingham

West Midlands

B9 4EP




Independent auditors
Fraser Russell Limited

77 Francis Road

Edgbaston

Birmingham

B16 8SP




Bankers
Natwest Bank Plc
1 Hardman Boulevard

Manchester

M3 3AQ





 
GIRO FOOD LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 5
Directors' Report
6 - 8
Directors' Responsibilities Statement
9
Independent Auditors' Report
10 - 13
Consolidated Statement of Comprehensive Income
14
Consolidated Balance Sheet
15 - 16
Company Balance Sheet
17 - 18
Consolidated Statement of Changes in Equity
19 - 20
Company Statement of Changes in Equity
21 - 22
Consolidated Statement of Cash Flows
23 - 24
Consolidated Analysis of Net Debt
25
Notes to the Financial Statements
26 - 49


 
GIRO FOOD LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024

Introduction
 
The Directors present their Report and the Financial Statements for the year ended 31 May 2024.

Business review
 
The Group’s strategic report provides an objective and detailed review of the performance and development of the business during the period, and is relevant to the size and type of business and considers the risks and uncertainties that face the business.
The organisation is a well established wholesale and cash and carry business supplying food and associated products.  The organisation continues to be focused on its core strengths and opportunities within these principal activities of the business.  There has been further growth and development throughout the year with both the existing customer base, as well as having success with a significant number of new and varied opportunities and  partnerships, which provides an even stronger foundation for the organisation moving forward.
As with all businesses, this last year has continued to present some challenges, not least the further increase in salary cost due to minimum wage adjustments which has had a significant effect and will continue to be a challenge for some time, as annual increases are announced.  The business will need to show flexibility and adapt to these new challenges and is focused on continually reviewing its cost base together with identifying any operational improvements and efficiencies that will lessen the impact.
In the prior year, Giro Food Limited moved its freehold property to its 75% subsidiary, Giro Property Developments Limited. In the current year, the business is now enjoying  the commerical benefits of seperating this asset out of the trading business

Page 1

 
GIRO FOOD LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Principal risks and uncertainties
 
The uncertainties arising from global conflicts and unrest are an ongoing focus for those companies that import goods. During the year the business has continued to focus on forming strong, long lasting relationships with its existing suppliers as well as forming new relationships with new suppliers.  This has enabled the business to have a strong, but flexible foundation to move forward competitively.  
War in Ukraine and conflict in middle east
As with all other businesses, the war in Ukraine and the conflict in the Middle East has significantly impact fuel prices and energy costs. The business has reduced its exposure to this by carrying out cost comparison exercises and has been successful in agreeing very competitive fuel and energy prices. 
Inflation 
With inflation currently sill above norm and Bank of England target, the business has had no choice but to continue to increase inflating prices and pass increases in costs to its customers.  Due to the long standing and strong relationships with its customers, the increase was accepted. At the end of the year, inflation has reduced somewhat and it therefore the risk should reduce significantly, creating more stability for the business moving into the next financial year.
The directors expect the business to retain margins and profitability as per prior years.
Health and safety of employees
The well-being of the Group’s employees is safeguarded through strict adherence to health and safety standards. The Safety, Health and Welfare at Work Act 1989 imposes certain requirements on employers and the Group has taken the necessary action to ensure compliance with the Act, including the adoption of a Safety Statement.
Land and buildings
The Company operates from the same premises as that for prior years.  The property is leased from its subsidiary company, .which forms a strategic element of its operation.
Future developments
The ongoing focus for the business has been to restructure and reorganise so that it has the flexibility to operate within uncertain times.  The post pandemic period has created a focus which has resulted in a more resilient and dynamic business
Financial instruments
The company uses various financial instruments. These include mainly bank loans and overdrafts and various other 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 to assist it with its working capital requirements and help with its continued growth. These are reviewed on a regular basis by the company.
Company's policy for payment of creditors
All creditors are paid within the agreed credit limits as agreed from time to time by the company and its creditors.

 
Page 2

 
GIRO FOOD LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Pension scheme
The company operates a defined contribution pension scheme. This is regularly reviewed by the directors for performance to ensure it meets the employee expectations.
Engagement with employees
The Company places considerable value on the involvement of its employees. It has regular communication with management and its employees directly, keeping them informed of matters affecting them.
Engagement with suppliers, customers and others
The Company believes that engagement with its stakeholders has an important role to play in achieving its strategy, helping it to be a responsible business, delivering long-term sustainable growth.
How the Company engages with its key stakeholders is set out below.
Customers
The Company strives to achieve and maintain good customer relationships, a key ingredient is regular dialogue.  These relationships culminate in long term contracts, ensuring continuity and achieving the strategic goal.
Workforce
The Company has an experienced and committed workforce and has the responsibility to ensure that all employees work in a safe environment and have opportunities to learn and develop.  Careers can start with apprenticeships and can continue through internal promotion schemes into management.  The Company is an equal opportunities employer and has a formal whistleblowing policy in place to allow employees to raise any concerns or issues they have confidentially.
Suppliers
The Company places great emphasis on its relationships with suppliers.  It sources products from both domestic and international markets which allows the Company to provide a comprehensive range of products at competitive prices.  The Company ensures that suppliers meet the Company's policies on ethical trading, health and safety, anti-bribery, competition law compliance and anti-slavery.
Community and Environment
As well as considering the impact of its supply chain, the Company considers the impact it has in the areas it operates, including local businesses and residents.  A significant number of its employees come from the local community.  
The company takes environmental matters very seriously.  It is committed to continuing efforts to reduce its carbon footprint by reviewing its energy consumption and fleet of vehicles.
Government and society
The Company believes in the importance of acting responsibly and operating with high standards of business conduct, including governance in relation to UK taxation.  
Banks
 
The Company's bankers provide essential financing which supports the long-term future of the group.


 
Page 3

 
GIRO FOOD LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Greenhouse gas emissions, energy consumption and energy efficiency action 
                                                                                                     
UK Greenhouse gas emissions and energy use data for the period 1 June 2023 to 31 May 2024
                                                                                                   KWh     tCO2e              KWh tCO2e
                                                                                                   2024            2024              2023   2023
    
Electricity                                                                            802,371             170           794,997    169
    
Gas                                                                                         14,987                2            13,539       2
    
Total                                                                                       817,358             172           808,536    171
    
Average number of employees                                                         27              27                  24             24
    
Per employee                                                                           30,272               7              33,689             6
    
Energy consumption figures taken from energy bills and converted to metric tonnes of CO2e using relevant UK conversion factors.    

Financial key performance indicators
 
Turnover and gross profit are the key performance indicators for the business and this financial year has seen no exception to this focus. The gross profit margin for this financial year was 18.38% (2023: 17.52%). The highly regarded reputation and goodwill of the business brand has seen continued organic growth during the period, complied with cutting costs of purchasing has increased the gross profit margin on into prior year. 
The business’ success is based on a solid foundation and a strong management team who are focused on delivering year on year growth.  We will persist with focusing on those areas that allow the Business to create the momentum to adapt to the challenging external environment.  The formula is working, so we will continue to follow it.   

Other key performance indicators
 
The Company's Non Financial key performance indicators are that of customer retention rate, brand preference and innovation. 
In relation to customer retention, existing customers being retained at 94% (2023: 93%).
In relation to brand reference, we assess our own brands performance against our competitors. Surveys conducted, shows that our brand is often preferred over competitors and this is reviewed on a regular basis.
In relation to innovation, we have worked on a number of new products and services. Examples include new product innovation under our brands and better services such a deliveries to customers which are currently up to 11% (2023: 10%) on the prior year.

Page 4

 
GIRO FOOD LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors are aware of their duty under section 172 of the Companies Act 2006 to act in the way they would consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so, to have regard (amongst other matters) to: the likely consequences of its decisions in the long-term; the interests of the Company’s employees; the need to foster the Company’s business relationships with suppliers,customers and others; the impact of the Company’s operations on the community and the environment; the desirability of the Company maintaining a reputation for high standards of business conduct; and the need to act fairly as between shareholders of the Company.

Moving forward
The Directors expect the next financial year to continue to be a challenge, but for the reasons given above, they remain optimistic for the business ability to continue at the same level due to the ongoing demand in fast food and catering market in the UK.


This report was approved by the board on 29 May 2025 and signed on its behalf.



J M Sarwar
Director

Page 5

 
GIRO FOOD LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the company continued to be that of wholesale and cash and carry in food and allied products.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £171,414 (2023 - £1,953,109).

The directors recommend the payment of a final dividend of £nil (2023 - £nil)

Directors

The directors who served during the year were:

J M Sarwar 
M I Sarwar 
T A Akram 
I M Sarwar 
H Khaki 

Charitable Donations and Expenditure

During the year Company made Charitable Donations of £nil (2023: £nil) to the registered charities in the UK.

Page 6

 
GIRO FOOD LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Future developments

The focus has been to reorganise and restructure the business to manage and transcend the pandemic and maintain restricted volumes and supply chain to emerge more resilient and dynamic on post pandemic, which it has succeeded in doing.

Disabled employees

The Company recognises its responsibility towards disabled persons. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of the other employees.

Statement of corporate governance arrangements

The Directors are responsible for preparing the Strategic Report, 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 United Kingdom.  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 and loss of the company for that period.  In preparing these financial statements, the directors are required to:
- Select suitable accounting policies and then apply them consistently
- Make judgments and accounting estimates that are reasonable and prudent
- State whether applicable accounting standards have been followed, subject to any material departures       disclosed and explained in the financial statements
- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

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

Page 7

 
GIRO FOOD LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Auditors

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

This report was approved by the board on 29 May 2025 and signed on its behalf.
 





J M Sarwar
Director

Page 8

 
GIRO FOOD LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2024

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 9

 
GIRO FOOD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GIRO FOOD LIMITED
 

Opinion


We have audited the financial statements of Giro Food Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 May 2024 and of the Group's 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 Group 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 10

 
GIRO FOOD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GIRO FOOD LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 9, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 11

 
GIRO FOOD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GIRO FOOD 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 Group 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:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management; through communications with other group auditors, through communications with legal counsel, and via inspection of the company’s regulatory and legal correspondence.
We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations to our team and remained alert to any indicators of noncompliance throughout the audit, we also specifically considered where and how fraud may occur within the company.
The potential effect of these laws and regulations on the financial statements varies considerably. 
Firstly, the company is subject to laws and regulations that directly affect the financial statements, including: the company’s constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assess the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly the company is subject to many other laws and regulations where the consequences of noncompliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigations. We identified the following areas as those most likely to have such an affect: operating licences; employment legislation; health and safety legislation; trade and export legislation; legislation relevant to the commercial/domestic property rental environment; the regulatory requirements; GDPR; anti-bribery and corruption legislation.
International Auditing Standards (UK) limit the required procedures to identify non-compliance with these laws and regulations to the procedures, and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance which laws and regulations that could have a material impact on the financial statements.
In relation to fraud, we performed the following specific procedures in addition to those already noted:
• Challenging assumptions made by management in its significant accounting estimates in particular;
• Identifying and testing journal entries, in particular any entries posted with unusual nominal ledger account       
  combinations, journal entries crediting cash or any revenue account, journal entries posted by senior 
  management;
• Performing analytical procedures to identify unexpected movements in account balances which may be
  indicative of fraud;
• Ensuring that testing undertaken on both the Statement of Comprehensive Income including Profit or Loss
 
Page 12

 
GIRO FOOD LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GIRO FOOD LIMITED (CONTINUED)


Account and the Balance Sheet includes a number of items selected on a random basis;
These procedures did not identify any actual or suspected fraudulent irregularity that could have a material
impact on the financial statements.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with International Auditing Standards UK). For example, the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing noncompliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.


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.





Shokat Zaman (Senior Statutory Auditor)
  
for and on behalf of
Fraser Russell Limited                                                                                                                                                           Statutory Auditor
 
77 Francis Road
Edgbaston
Birmingham
B16 8SP

29 May 2025
Page 13

 
GIRO FOOD LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
Note
£
£

  

Turnover
 4 
35,747,386
31,167,846

Cost of sales
  
(29,177,070)
(25,708,142)

Gross profit
  
6,570,316
5,459,704

Distribution costs
  
(4,563,072)
(3,949,927)

Administrative expenses
  
(1,195,443)
(1,130,398)

Exceptional administrative expenses
 13 
-
(1,504,307)

Other operating income
 5 
-
2,670,330

Operating profit
 6 
811,801
1,545,402

Interest receivable and similar income
 10 
22,962
37,378

Interest payable and similar expenses
 11 
(605,932)
(269,235)

Profit before tax
  
228,831
1,313,545

Tax on profit
 12 
(57,214)
639,771

Profit for the financial year
  
171,617
1,953,316

Other comprehensive income for the year
  

Total comprehensive income for the year
  
171,617
1,953,316

Profit for the year attributable to:
  

Non-controlling interest
  
203
208

Owners of the parent company
  
(171,820)
(1,953,524)

  
(171,617)
(1,953,316)

Total comprehensive income attributable to:
  

The notes on pages 26 to 49 form part of these financial statements.

Page 14

 
GIRO FOOD LIMITED
REGISTERED NUMBER: 00947901

CONSOLIDATED BALANCE SHEET
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 14 
964,956
991,213

Investments
 15 
28,360
28,360

Investment property
 16 
3,421,901
3,374,931

  
4,415,217
4,394,504

Current assets
  

Stocks
 17 
4,247,568
3,989,528

Debtors
 18 
8,067,783
7,288,437

Cash at bank and in hand
 19 
12,405
290,781

  
12,327,756
11,568,746

Creditors: amounts falling due within one year
 20 
(8,273,242)
(7,921,610)

Net current assets
  
 
 
4,054,514
 
 
3,647,136

Total assets less current liabilities
  
8,469,731
8,041,640

Creditors: amounts falling due after more than one year
 21 
(2,439,004)
(2,182,530)

Provisions for liabilities
  

Net assets excluding pension asset
  
6,030,727
5,859,110

Net assets
  
6,030,727
5,859,110


Capital and reserves
  

Called up share capital 
 26 
100,256
100,256

Share premium account
 27 
954
954

Profit and loss account
 27 
5,929,081
5,757,667

Equity attributable to owners of the parent Company
  
6,030,291
5,858,877

Non-controlling interests
  
436
233

  
6,030,727
5,859,110


Page 15

 
GIRO FOOD LIMITED
REGISTERED NUMBER: 00947901
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 May 2025.




J M Sarwar
Director

The notes on pages 26 to 49 form part of these financial statements.

Page 16

 
GIRO FOOD LIMITED
REGISTERED NUMBER: 00947901

COMPANY BALANCE SHEET
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 14 
964,956
991,213

Investments
 15 
28,435
28,435

  
993,391
1,019,648

Current assets
  

Stocks
 17 
4,247,568
3,989,527

Debtors
 18 
9,162,109
8,383,530

Cash at bank and in hand
 19 
11,390
290,540

  
13,421,067
12,663,597

Creditors: amounts falling due within one year
 20 
(8,251,026)
(7,522,045)

Net current assets
  
 
 
5,170,041
 
 
5,141,552

Total assets less current liabilities
  
6,163,432
6,161,200

  

Creditors: amounts falling due after more than one year
 21 
(134,346)
(302,946)

  

Net assets excluding pension asset
  
6,029,086
5,858,254

Net assets
  
6,029,086
5,858,254


Capital and reserves
  

Called up share capital 
 26 
100,256
100,256

Share premium account
 27 
954
954

Profit and loss account brought forward
  
5,757,044
3,804,558

Profit for the year
  
170,832
1,952,486

Profit and loss account carried forward
  
5,927,876
5,757,044

  
6,029,086
5,858,254


Page 17

 
GIRO FOOD LIMITED
REGISTERED NUMBER: 00947901
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 May 2025.


J M Sarwar
Director

The notes on pages 26 to 49 form part of these financial statements.

Page 18
 

 
GIRO FOOD LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024



Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 June 2023
100,256
954
5,757,667
5,858,877
233
5,859,110



Comprehensive income for the year


Profit for the year

-
-
171,414
171,414
203
171,617



Other comprehensive income for the year
-
-
-
-
-
-



Total comprehensive income for the year
-
-
171,414
171,414
203
171,617



Total transactions with owners
-
-
-
-
-
-



At 31 May 2024
100,256
954
5,929,081
6,030,291
436
6,030,727



The notes on pages 26 to 49 form part of these financial statements.

Page 19

 

 
GIRO FOOD LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023



Called up share capital
Share premium account
Revaluation reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 June 2022
100,256
954
1,407,451
3,804,558
5,313,219
-
5,313,219



Comprehensive income for the year


Profit for the year

-
-
-
1,953,109
1,953,109
208
1,953,317


Revaluation of freehold property
-
-
(1,407,451)
-
(1,407,451)
-
(1,407,451)


Non conrolling interest share capital
-
-
-
-
-
25
25



Other comprehensive income for the year
-
-
(1,407,451)
-
(1,407,451)
25
(1,407,426)



Total comprehensive income for the year
-
-
(1,407,451)
1,953,109
545,658
233
545,891



Total transactions with owners
-
-
-
-
-
-
-



At 31 May 2023
100,256
954
-
5,757,667
5,858,877
233
5,859,110



The notes on pages 26 to 49 form part of these financial statements.

Page 20
 
GIRO FOOD LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 June 2023
100,256
954
5,757,044
5,858,254


Comprehensive income for the year

Profit for the year

-
-
170,832
170,832


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
170,832
170,832


Total transactions with owners
-
-
-
-


At 31 May 2024
100,256
954
5,927,876
6,029,086


The notes on pages 26 to 49 form part of these financial statements.

Page 21

 
GIRO FOOD LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023


Called up share capital
Share premium account
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 June 2022
100,256
954
1,407,451
3,804,558
5,313,219


Comprehensive income for the year

Profit for the year

-
-
-
1,952,486
1,952,486

Deficit on revaluation of freehold property
-
-
(1,407,451)
-
(1,407,451)


Other comprehensive income for the year
-
-
(1,407,451)
-
(1,407,451)


Total comprehensive income for the year
-
-
(1,407,451)
1,952,486
545,035


Total transactions with owners
-
-
-
-
-


At 31 May 2023
100,256
954
-
5,757,044
5,858,254


The notes on pages 26 to 49 form part of these financial statements.

Page 22

 
GIRO FOOD LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
171,617
1,953,316

Adjustments for:

Amortisation of intangible assets
35,000
-

Depreciation of tangible assets
16,503
120,998

Profit on disposal of tangible assets
-
(2,640,293)

Interest paid
605,932
269,234

Interest received
(22,962)
(37,378)

Taxation charge
57,214
(639,771)

(Increase)/decrease in stocks
(258,041)
541,367

(Increase)/decrease in debtors
(489,182)
374,551

Decrease in amounts owed by related parties
(347,378)
245,811

Increase in creditors
678,271
368,436

(Decrease)/increase in amounts owed to related parties
(342,853)
(473,131)

Net cash generated from operating activities

104,121
83,140
Page 23

 
GIRO FOOD LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024


2024
2023

£
£




Cash flows from investing activities

Purchase of tangible fixed assets
(87,096)
(179,084)

Sale of tangible fixed assets
-
3,362,400

Purchase of investment properties
(46,970)
(3,374,931)

Interest received
22,962
37,378

HP interest paid
(11,130)
(11,404)

Net cash from investing activities

(122,234)
(165,641)

Cash flows from financing activities

New secured loans
57,745
521,429

Other new loans
338,989
105,332

Repayment of/new finance leases
(104,363)
(26,977)

Interest paid
(594,802)
(257,833)

Non-controlling interests
1
25

Net cash used in financing activities
(302,430)
341,976

Net (decrease)/increase in cash and cash equivalents
(320,543)
259,475

Cash and cash equivalents at beginning of year
290,781
31,306

Cash and cash equivalents at the end of year
(29,762)
290,781


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
12,405
290,781

Bank overdrafts
(42,167)
-

(29,762)
290,781


The notes on pages 26 to 49 form part of these financial statements.

Page 24

 
GIRO FOOD LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MAY 2024




At 1 June 2023
Cash flows
At 31 May 2024
£

£

£

Cash at bank and in hand

290,781

(278,376)

12,405

Bank overdrafts

-

(129,881)

(129,881)

Debt due after 1 year

(2,078,862)

(247,717)

(2,326,579)

Debt due within 1 year

(4,386,405)

75,605

(4,310,800)

Finance leases

(182,234)

104,363

(77,871)


(6,356,720)
(476,006)
(6,832,726)

The notes on pages 26 to 49 form part of these financial statements.

Page 25

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1.


General information

Giro Food Limited is a private company limited with ordinary share capital. The company was incorporated on 13 February 1969, having a a registered office address and principle place of business of Welcome House, Glover Street Digbeth, Birmingham, B9 4EP. The company's principle activities and nature of its business are as shown in the strategic and directors reports which form part of this annual report and financial statements.

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 26

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.3

Going concern

Ukraine and Russia are global food production power houses due to the war between Ukraine and Russia, the UK market is dealing with increased input costs, increased energy bills, COVID related inflation and supply issues, which have led to higher food prices and ongoing supply issues and in return effects the Company's performance and growth.
The COVID 19 pandemic has impacted the company in the prior years and currently under review by the directors. More positive trading is taking place as a result of the opening up of the market in the post pandemic period.
The Company has bank facilities agreed with its bankers and trading within the agreed facility. Due to the nature of the trade debtors, some of the trade debtors can become one none financing and therefore this can have an impact on cashflow.
The Company has managed to keep its cashflow intact with in the current period and in the post year end period by trading within the agreed banking and financing facilities available.
At the time of approval of financial statements, the directors have reasonable expectation that the Group has adequate resources to continue its operational existence for the future. Thus, the directors continue to adopt the going concern basis of continuity in preparing the financial statements

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 27

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

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

 
2.8

Pensions

Group pension plan

 
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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 28

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

No depreciation is provided in respect of freehold and leasehold land and buildings. The directors consider that the lives of these assets are so long, and residual values (based on prices prevailing at the time of acquisition) are so high, that their depreciation would not be material and therefore is not charged to the profit and loss account.
The directors perform an annual impairment review to ensure that the recoverable amount is not lower than the carrying value.

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:

Freehold property
-
No depreciation
Plant and machinery
-
6% straight line
Motor vehicles
-
10% straight line
Office equipment
-
6% 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

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Page 29

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

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. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.

 
2.15

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.

 
2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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.

 
2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 30

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 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 Group's cash and cash equivalents, trade and most other debtors 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

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 
Page 31

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)


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 instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group
Page 32

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)

will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


3.


Judgments 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 judgments, 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 in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.


4.


Turnover

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
35,747,386
31,167,846

35,747,386
31,167,846



5.


Other operating income

2024
2023
£
£

Profit on disposal of freehold property
-
2,670,330

-
2,670,330


In 2023, the Company transferred its freehold property into its 75% subsidiary, Giro Property Developments Ltd.

Page 33

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation
113,354
120,998

Exchange differences
(9,421)
(24,253)


7.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
18,000
18,000

Fees payable to the Company's auditors in respect of:

The auditing of accounts of subsidiary of the Company
750
750

2024
2023
£
£

Fees payable to the Company's auditor in respect of:


Taxation compliance services
1,000
1,000

1,000
1,000


8.


Employees

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





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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Administration and sales
27
24
27
24

Page 34

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
98,400
102,146

98,400
102,146



10.


Interest receivable

2024
2023
£
£


Other interest receivable
22,962
37,378

22,962
37,378


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
239,299
20,356

Finance leases and hire purchase contracts
11,130
11,404

Other interest payable
355,503
237,475

605,932
269,235

Page 35

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
195


-
195


Total current tax
-
195

Deferred tax


Origination and reversal of timing differences
57,214
(269,835)

Changes to tax rates
-
(370,131)

Total deferred tax
57,214
(639,966)


Tax on profit
57,214
(639,771)

The Company has £1,309,889 (2023: £1,534,603) trade losses to carry forward.

Page 36

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 25%) as set out below:

2024
2023
£
£


Profit on ordinary activities before tax
228,831
1,313,546


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
57,208
328,387

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
28,340
7,509

Capital allowances for year in excess of depreciation
(29,374)
(34,174)

Utilisation of tax losses
(56,174)
-

Other timing differences leading to an increase (decrease) in taxation
57,214
(639,966)

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
-
(667,583)

Tax losses carried forward
-
366,056

Total tax charge for the year
57,214
(639,771)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Exceptional Adminsitration expenses

2024
2023
£
£


Covid-19 bad debts write off
-
1,504,307

-
1,504,307

Page 37

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

14.


Tangible fixed assets

Group






Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 June 2023
900,602
702,668
504,255
2,107,525


Additions
27,227
-
59,869
87,096



At 31 May 2024

927,829
702,668
564,124
2,194,621



Depreciation


At 1 June 2023
536,390
228,521
351,401
1,116,312


Charge for the year on owned assets
28,280
68,570
16,503
113,353



At 31 May 2024

564,670
297,091
367,904
1,229,665



Net book value



At 31 May 2024
363,159
405,577
196,220
964,956



At 31 May 2023
364,212
474,147
152,854
991,213

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
230,835
248,218

Motor vehicles
41,702
46,860

272,537
295,078

Page 38

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

           14.Tangible fixed assets (continued)


Company






Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£

Cost or valuation


At 1 June 2023
900,602
702,668
504,255
2,107,525


Additions
27,227
-
59,869
87,096



At 31 May 2024

927,829
702,668
564,124
2,194,621



Depreciation


At 1 June 2023
536,390
228,521
351,401
1,116,312


Charge for the year on owned assets
28,280
68,570
16,503
113,353



At 31 May 2024

564,670
297,091
367,904
1,229,665



Net book value



At 31 May 2024
363,159
405,577
196,220
964,956



At 31 May 2023
364,212
474,147
152,854
991,213





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




In 2023, the Company transferred its freehold property into its 75% subsidiary Giro Property Developments Ltd, which is shown under Investment property.

Page 39

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

15.


Fixed asset investments

Group





Trade investments

£





At 1 June 2023
28,360




During the year, the directors have reviewed the unlisted investments for impairment. The unlisted investments are stated at fair value.

Company





Investments in subsidiary companies
Trade investments
Total

£
£
£



Cost or valuation


At 1 June 2023
75
28,360
28,435



At 31 May 2024
75
28,360
28,435





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Giro Property Developments Ltd
Welcome House, Glover Street, Birmingham, England, B9 4EP
Ordinary
75%

The aggregate of the share capital and reserves as at 31 May 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Giro Property Developments Ltd - Developments of building projects
1,587
657

Page 40

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

16.


Investment property

Group


Freehold investment property

£



Valuation


At 1 June 2023
3,374,931


Additions at cost
46,970



At 31 May 2024
3,421,901

In 2023, the Company transferred its freehold property into its 75% subsidiary, Giro Property Developments Ltd. At the time of transfer the freehold property had a market value of £3,355,000 that had an original cost of £742,820.

The 2024 valuations were made by Seb Perkins, BNP Paribas Chartered Surveyor, on an open market value for existing use basis.



At 31 May 2024



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2024
2023
£
£


Historic cost
3,421,901
3,374,931

3,421,901
3,374,931

In 2023, the Company transferred its freehold property into its 75% subsidiary Giro Property Developments Ltd. At the time of transfer the freehold property had a market value of £3,355,000 that had originally a cost of £742,820.



Page 41

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

17.


Stocks

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Finished goods and goods for resale
4,247,568
3,989,528
4,247,568
3,989,527

4,247,568
3,989,528
4,247,568
3,989,527


The difference between purchase price or production cost of stocks and their replacement cost is not material.


18.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Amounts owed by related parties
-
-
1,094,401
1,107,151

Other debtors
272,252
261,513
272,252
261,513

272,252
261,513
1,366,653
1,368,664

Due within one year

Trade debtors
5,416,975
4,983,883
5,416,975
4,983,883

Amounts owed by related parties
2,136,408
1,789,030
2,136,408
1,789,031

Other debtors
96,594
40,111
96,519
40,111

Prepayments and accrued income
14,901
26,033
14,901
13,974

Tax recoverable
9,797
9,797
9,797
9,797

Deferred taxation
120,856
178,070
120,856
178,070

8,067,783
7,288,437
9,162,109
8,383,530


There are no formal arrangement in place for the repayment of amounts owed by related parties and interest is not charged on these balances. The balances have arisen in the course of normal trade. 

Page 42

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

19.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
12,405
290,781
11,390
290,540

Less: bank overdrafts
(42,167)
-
(42,167)
-

(29,762)
290,781
(30,777)
290,540



20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
42,167
-
42,167
-

Bank loans
636,743
901,896
614,822
479,950

Other loans
3,684,323
3,345,334
3,684,323
3,345,334

Trade creditors
3,286,192
2,912,269
3,286,192
2,912,269

Amounts owed to related parties
128,227
471,080
128,227
471,080

Corporation tax
195
195
-
-

Other taxation and social security
13,208
10,974
13,208
10,974

Obligations under finance lease and hire purchase contracts
40,628
78,568
40,628
78,568

Other creditors
403,059
139,266
402,959
139,341

Accruals and deferred income
38,500
62,028
38,500
84,529

8,273,242
7,921,610
8,251,026
7,522,045


Amounts owed to related parties are balances in the course of normal trade and are interest free and repayable on demand.

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


PAYE/NI control
(13,208)
(10,974)
(13,208)
(10,974)

(13,208)
(10,974)
(13,208)
(10,974)


Page 43

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
2,401,761
2,078,864
97,103
199,280

Net obligations under finance leases and hire purchase contracts
37,243
103,666
37,243
103,666

2,439,004
2,182,530
134,346
302,946



The following liabilities were secured:
Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Bank Loans
2,326,579
2,301,530
-
-

Other Loans
3,684,323
3,345,334
3,684,323
3,345,334

6,010,902
5,646,864
3,684,323
3,345,334

Details of security provided:

In the year, the group had the following facilities:
Bank loans in respect of the investment property are secured via a fixed and floating charge over the assets of the group with a charge on the freehold property held in Giro Property Developments Ltd, bearing an interest rate of 5.35% over the Bank of England base rate, with a repayment date of July 2027. Giro Food Limited has given unlimited loans guarantee to the Bank.
Asset based lending is secured via fixed and floating charge over the assets of Giro Food Limited, bearing an interest rate 2.75% over the Bank of England base rate, with repayment date within less than 3 months. This facility is cross guaranteed by Giro Property Developments Ltd, John Price Printers Ltd, West Point Holding Ltd and Sixway Investment Property Ltd which are related entities due to having common directorship and ownership.
Coronavirus Business Interruption Loan Schemes (CBILS) bear a fixed interest rate ranging from 7.4% to 10.20% which are repayable anytime before April 2026.



Page 44

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
636,743
901,897
614,822
479,950

Other loans
3,684,323
3,345,334
3,684,323
3,345,334


4,321,066
4,247,231
4,299,145
3,825,284

Amounts falling due 1-2 years

Bank loans
140,945
553,786
97,103
93,480


140,945
553,786
97,103
93,480

Amounts falling due 2-5 years

Bank loans
65,763
1,525,076
-
105,799


65,763
1,525,076
-
105,799

Amounts falling due after more than 5 years

Bank loans
2,195,053
-
-
-

6,722,827
6,326,093
4,396,248
4,024,563



23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Within one year
40,628
78,568
40,628
78,568

Between 1-5 years
37,243
103,666
37,243
103,666

77,871
182,234
77,871
182,234

Page 45

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

24.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
12,405
290,781
-
290,540




Financial assets measured at fair value through profit or loss.


25.


Deferred taxation


Group





2024


£






At beginning of year
178,070


Charged to profit or loss
(57,214)



At end of year
120,856

Company




2024


£






At beginning of year
178,070


Charged to profit or loss
(57,214)



At end of year
120,856

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
(206,617)
(205,581)
(206,617)
(205,581)

Tax losses carried forward
327,473
383,651
327,473
383,651

120,856
178,070
120,856
178,070

Page 46

 
GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

26.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



99,150 (2023 - 99,150) Ordinary shares shares of £1.00 each
99,150
99,150
106 (2023 - 106) Ordinary A shares shares of £1.00 each
106
106
1,000 (2023 - 1,000) Ordinary B shares shares of £1.00 each
1,000
1,000

100,256

100,256


The A and B Ordinary shares carry the same rights as the Ordinary shares as to dividends and participation in any surplus on a winding up, but are non-voting. 


27.


Reserves

Share Capital

Called up share capital reserves represents the nominal value of the shares issued. Amounts receivable for share capital in excess of the nominal value of the shares are credited to the share premium account.

Profit and loss account

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


28.


Pension commitments

The company operates a defined contributions 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 £40,592 (2023: £36,974). Contributions totalling £1,365 (2023: £1,367) were payable to the fund at the balance sheet date and are included in creditors.


29.


Commitments under operating leases

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


Company
Company
2024
2023
£
£

Not later than 1 year
250,000
250,000

Later than 1 year and not later than 5 years
1,000,000
1,000,000

Later than 5 years
-
220,500

1,250,000
1,470,500

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GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

30.


Transactions with directors

During the year, J M Sarwar repaid a loan of £10 to the Company. As at the balance sheet date, the balance due from the Company to J M Sarwar was £4 (2023: £14). This is shown in creditors due with in one year.
During the year, M I Sarwar repaid a loan of £1,201 to the Company. As at the balance sheet date, the balance due from the Company to M I Sarwar was £24 (2023: £1,225). This is shown in creditors due with in one year.
During the year, the I M Sarwar was provided a loan of £523 to the Company. As at the balance sheet date, the balance due from the Company to I M Sarwar was £583 (2023: £60). This is shown in creditors due with in one year.
During the year, the T A Akram repaid a loan of £218 to the Company. As at the balance sheet date, the balance due from the Company to T A Akram was £290 (2023: £508). This is shown in creditors due with in one year.
All the above are repayable on demand and therefore there is no significant difference between the value of the original amounts and the initial carrying value of the amounts as shown in the balance sheet.   


31.Directors' personal guarantees

A personal guarantee limited to £780,000 is given by one director in relation to the bank loan for the investment property.
A performance warranty and guarantee & indemnity (limited to 10% of the overall funding limit) has been provided by the directors in relation to the asset based lending facility.


32.


Related party transactions

Giro Food Limited is related to John Price Printers Limited, Westpoint Holdings Limited, Direct Packaging Supplies Ltd, EF Supplies LLP, Capsmart Trading Ltd, Sixways Investment Ltd, Giro Property Development Ltd and The Sarwar Foundation by virtue of common control. The following transactions took place with the related companies.
During the year, purchases were made from John Price Printers Limited of £39,140 (2023: £26,310), sales were made to John Price Printers Limited of £7,376 (2023: £8,012). As at the balance sheet date, a balance of £124,988 (2023: £470,519) was due from Giro Food Limited to John Price Printers Limited. This is included in creditors due within one year.
During the year, the Company transacted with Westpoint Holdings Limited for management charges amounting to £nil. As at the balance sheet date, a balance of £955,816 (2023: £1,018,588) was due from Westpoint Holdings Limited to the Company. This is included in debtors due within one year.
During the year, the Company transacted with Direct Packaging Supplies Ltd for subcontractor labour amounting to £1,546,932. As at the balance sheet date, a balance of £408,314 (2023: £305,850) was due from Direct Packaging Supplies Ltd to the Company. This is included in debtors due within one year.
During the year, the Company transacted with Capsmart Trading Ltd for subcontractor labour amounting to £1,269,457. As at the balance sheet date, a balance of £404,162 (2023: £283,702) was due from Capsmart Trading Ltd to the Company. This is included in debtors due within one year.
 
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GIRO FOOD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

32.Related party transactions (continued)



33.


Post balance sheet events

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


34.


Controlling party

The company is controlled by J M Sarwar and his family.

 
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