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ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
The directors present their Strategic Report for the period ended 27 September 2024.
It was a difficult year, with a further decline in volume of 4% as a result of a range review by the largest customer. This loss was offset by the co-manufacture of non-sushi products to a new customer.
Cost of Sales, specifically Labour and Materials were again challenging and, proportionate to Sales, have increased by nearly a percentage point (0.9%) to 71.0% reducing the Gross Margin to 29.0%. Administration expenses again increased year-on-year by 9%, driven mainly by energy prices. With improved contracts, the energy costs started to decrease towards the end of the financial year. In the last quarter, a management reorganisation took place, and a business turnaround initiated which started an increase in business confidence as a result of sales revenue improvement and cost reduction. Albeit a disappointing financial performance for 23/24, the Directors are confident that results will start to improve for the following year.
Price risk:
The Company's selling prices are affected by a number of economic factors including customer negotiations. The Company's main expenses are those of raw materials used to make its products and employee wages. Gross margin is a financial key performance indicator and is monitored on a close basis. The Company prepares detailed budgets and forecasts to ensure it will maintain sufficient margins to cover fixed costs. Credit risk: All customers who wish to trade are subject to credit verification procedures. Trade debtors are reviewed regularly and provision is made for doubtful debts where necessary. Liquidity and cash flow risk: The Company manages its cash and borrowing requirements in order to minimise interest expense, whilst ensuring the Company has sufficient liquid resources to meet the operating needs of the business. Interest rate risk: The Company monitors interest rate risk closely and considers that its current policies meet its objectives of managing exposure to interest rate risk.
The operating loss of £1,678,647 (2023 - £228,773) reflects the business review above. The gross profit margin has decreased to 29.06%.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
This report was approved by the board on 5 September 2025 and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
The directors present their report and the financial statements for the period ended 27 September 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £1,808,761 (2023 - loss £350,365).
The directors have not recommended any final dividends in respect of the period.
The directors who served during the period were:
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ICHIBAN UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
The Company operates a treasury function which is responsible for managing the liquidity and interest risks.
The Company has various financial assets and liabilities such as trade debtors and trade creditors, arising directly from operations. In addition to this, bank and privately provided funding is used to raise finance for the company's operations and capital requirements.
The Company continues to believe in the importance of investing in innovation and in the development of its products. During the period, the Company has continued to invest in research and development areas.
The Company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the company. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.
Details of future developments and further information regarding the Company's exposure to certain risks can be found in the Strategic Report.
There have been no significant events affecting the Company since the period end.
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ICHIBAN UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
Sumer Auditco Limited will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ICHIBAN UK LIMITED
We have audited the financial statements of Ichiban UK Limited (the 'Company') for the period ended 27 September 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The 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).
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 2.2 in the financial statements, which indicates that the company incurred a net loss of £1,808,751 during the year ended 30 September 2024. As stated in Note 2.2, these events or conditions, along with other matters as set forth in Note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ICHIBAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ICHIBAN UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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ICHIBAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ICHIBAN UK LIMITED (CONTINUED)
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 Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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 experience and through discussions and enquiries of directors and management. During the engagement team briefing, the outcomes of these discussions were shared with the team, as well as consideration as to where and how fraud may occur in the Company. The following laws and regulations were identified as being of significance to the Company: • Those laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards and UK Company Law; and • Those laws and regulations considered to have an indirect effect on the financial statements including employment law, The Health and Safety Act 1974 and general food law. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the company complies with such regulations; enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, review of board minutes, testing of journal entries, performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
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 Auditor's Report.
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ICHIBAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ICHIBAN UK LIMITED (CONTINUED)
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 2006. Our 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 Auditor's 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.
for and on behalf of
Statutory Auditor
Fitzroy House
Crown Street
Suffolk
IP1 3LG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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BALANCE SHEET
AS AT 27 SEPTEMBER 2024
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BALANCE SHEET (CONTINUED)
AS AT 27 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 17 to 34 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
Ichiban UK Limited (the "Company") is a private company limited by shares, domiciled and incorporated in England and Wales. The address of the registered office is Barrack Farm, Warren Lane, Woolpit, Bury St Edmunds, Suffolk IP30 9RT.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company has drawn up its financial statements to 27 September 2024 (2023: 29 September 2023), being the last working day of the week before the accounting reference date. The directors believe this is appropriate as it removes the need for subjective accruals in respect of work that would otherwise straddle the period-end.
The following principal accounting policies have been applied:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
2.Accounting policies (continued)
The directors have considered the Company's business activities, together with the factors likely to affect its future development, performance and position. The directors have also assessed the financial risks facing the Company, its liquidity position and available borrowing facilities as set out in the Strategic Report.
During the period the Company met its working capital requirements through a bank loan and overdraft facility. In January 2025, an invoice finance facility covering all customers replaced the overdraft facility. This initially is for one year. The Company is dependent on the continued support of Woolpit Business Parks Limited, a company under common control. The Company leases its premises from Woolpit Business Parks Limited and has not made any rent payments since January 2024. Woolpit Business Parks Limited has committed to not call for payment of any rent due to it now or in the future should this render the company unable to settle its liabilities as they fall due. Woolpit Business Parks Limited has also committed to provide sufficient funds to enable the Company to continue trading for a period of at least 12 months from the date these financial statements were approved should this be required. The directors have obtained written confirmation from Woolpit Business Parks Limited of its commitment to provide this support. However, there remains a risk that this support could be withdrawn. The directors have prepared detailed forecasts making certain assumptions around forecast revenues and cash flows. Assumptions made by the directors in preparing the forecasts include material additional revenues from new product lines, enhanced margin from a different product mix, and improvements in both raw material usage and labour efficiencies. The new product lines have been confirmed with the customers, although the supply agreements do not commit them to any minimum volumes or period of supply. Uprated planning and stock systems are forecast to deliver the better raw material usage while capital expenditure will reduce some manual activities lowering labour costs. The cash flow forecast assumes continuance of the current invoice financing arrangement. There are uncertainties in the timing and effect of assumptions made in the forecasts, but the directors consider they have been prepared on a prudent basis reflecting current trading conditions and estimates for possible changes in input costs. The forecasts indicate that the Company will have sufficient resources available within its current funding arrangements to meet its working capital needs, and to meet its obligations as they fall due for the foreseeable future, being a period of at least 12 months from the date these financial statements were approved. The higher level of trading also offers greater resilience to changes in economic conditions. For this reason, they continue to adopt the going concern basis in preparing the financial statements. However, whilst recent trading performance has been more positive, these anticipated forecasts are inherently uncertain and the continued support of key external parties whilst reasonably expected cannot be assured. The directors therefore recognise a material uncertainty in relation to going concern exists.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
2.Accounting policies (continued)
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
2.Accounting policies (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
The useful economic life of tangible fixed assets and consideration of impairment thereon is based on estimates made by the directors. These are reviewed annually for any revisions needed. Stocks are stated at the lower of cost and net realisable value, after making due allowance for the stock provision. Management review the stock holdings and make a provision for slow moving and obsolete stock (where relevant) based upon historical experience where the recoverable amount on a stock item has fallen below the cost. The directors have made the judgment not to recognise a net deferred tax asset of £887,939 (2023 - £436,454) due to there being significant uncertainty over the timing and extent of its utilisation.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
12.Taxation (continued)
The Company has estimated corporation tax losses carried forward amounting to £4,873,392 (2023 - £3,273,635).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
Share premium account
Profit and loss account
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £179,274 (2023 - £193,130). Contributions totalling £39,633 (2023 - £39,231) were payable to the fund at the balance sheet date and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 SEPTEMBER 2024
The Company is controlled by Mr R J Baker and Mrs P M Baker by virtue of their majority shareholding.
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