REGISTERED NUMBER: 02570946 (England and Wales)

Strategic Report, Directors' Report and

Financial Statements for the Year Ended 31 December 2024

for

Comarket Fruit (Uk) Ltd.

Page

Company Information

1

Strategic Report

2

Directors' Report

3

Independent Auditors' Report

5

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

15

Reconciliation of Equity

22

Reconciliation of Profit

24

DIRECTORS:

J I Thompson

S Difrancesco

SECRETARY:

B M Thompson

REGISTERED OFFICE:

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

REGISTERED NUMBER:

02570946 (England and Wales)

AUDITORS:

Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

EN8 7AP

The directors present their strategic report for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

During the year under review the company's principal activity was that of the wholesale of fresh produce. There has not been any significant changes in the company's principal activities in the year under review. The directors are not aware, at the date of this report, of any likely changes to the company's activities in the next year.

REVIEW OF THE BUSINESS AND KEY PERFORMANCE INDICATORS

The company continues to set itself the goal to provide a high quality service and product to its customers.

The key performance indicators of the company are those that communicate the financial performance and strength of the company as a whole and these include turnover, gross profit margins and profits before tax.

The business improved both revenue and profitability in 2024 when compared to 2023, £55.8m from £50.5.m and £1.5m from £1m.

The business also improved gross profit margins in 2024 compared to 2023, 4.79% from 4.16%.

In a highly competitive industry, the directors foresee continued growth and are confident that the business can continue to adapt to market trends.

The directors are satisfied with the results and performance of the company during the year ended 31 December 2024.

FINANCIAL RISK MANAGEMENT

The company's principal financial instruments comprise of bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the company's operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest if required.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. This includes the monitoring of foreign currencies in order to minimise the company's exposure to exchange fluctuations.

ON BEHALF OF THE BOARD:

S Difrancesco - Director

5 August 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of £5,500 per share.

The total distribution of dividends for the year ended 31 December 2024 will be £ 550,000 .

DIRECTORS

S Difrancesco has held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Thickbroom Coventry, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S Difrancesco - Director

5 August 2025

Opinion

We have audited the financial statements of Comarket Fruit (Uk) Ltd. (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which the operate. We determined that the following laws and regulations were most significant; the Companies Act 2006 and UK corporate taxation laws.

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of board minutes and papers provided by those charged with governance.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team include:

- identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- challenging assumptions and judgements made by management in its significant accounting estimates;

- identifying and testing journal entries, in particular and journal entries posted with unusual account combinations; and

- assessing the extent of compliance with the relevant laws and regulations.

We have reviewed the financial statements and considered whether they are consistent with our understanding of the entity or indicate a previously unrecognised risk of material misstatement that could be due to 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 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 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.

Iain McMurray ACA (Senior Statutory Auditor)

for and on behalf of Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

EN8 7AP

5 August 2025

TURNOVER

55,811,520

50,550,584

Cost of sales

(53,138,932

)

(48,447,392

)

GROSS PROFIT

2,672,588

2,103,192

Administrative expenses

(1,272,951

)

(1,093,677

)

1,399,637

1,009,515

Other operating income

102,015

55,872

OPERATING PROFIT

4

1,501,652

1,065,387

Interest receivable and similar income

22,074

12,160

PROFIT BEFORE TAXATION

1,523,726

1,077,547

Tax on profit

5

(382,307

)

(255,303

)

PROFIT FOR THE FINANCIAL YEAR

1,141,419

822,244

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,141,419

822,244

FIXED ASSETS

Tangible assets

7

7,965

6,878

CURRENT ASSETS

Stocks

8

7,154

7,392

Debtors

9

8,806,920

6,814,763

Cash at bank

2,630,284

2,689,110

11,444,358

9,511,265

CREDITORS

Amounts falling due within one year

10

(9,083,330

)

(7,740,569

)

NET CURRENT ASSETS

2,361,028

1,770,696

TOTAL ASSETS LESS CURRENT LIABILITIES

2,368,993

1,777,574

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

13

2,368,893

1,777,474

SHAREHOLDERS' FUNDS

2,368,993

1,777,574

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2025 and were signed on its behalf by:

S Difrancesco - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2023

100

1,505,230

1,505,330

Changes in equity

Dividends

-

(550,000

)

(550,000

)

Total comprehensive income

-

822,244

822,244

Balance at 31 December 2023

100

1,777,474

1,777,574

Changes in equity

Dividends

-

(550,000

)

(550,000

)

Total comprehensive income

-

1,141,419

1,141,419

Balance at 31 December 2024

100

2,368,893

2,368,993

Cash flows from operating activities

Cash generated from operations

1

983,072

2,302,628

Tax paid

(255,303

)

-

Net cash from operating activities

727,769

2,302,628

Cash flows from investing activities

Purchase of tangible fixed assets

(2,289

)

(1,663

)

Interest received

22,074

12,160

Net cash from investing activities

19,785

10,497

Cash flows from financing activities

Share issue

-

100

Amounts advanced to group companies

(256,380

)

-

Equity dividends paid

(550,000

)

(303,815

)

Net cash from financing activities

(806,380

)

(303,715

)

(Decrease)/increase in cash and cash equivalents

(58,826

)

2,009,410

Cash and cash equivalents at beginning of year

2

2,689,110

2,203,342

Cash and cash equivalents at end of year

2

2,630,284

2,689,110

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

£

£

Profit before taxation

1,523,726

1,077,547

Depreciation charges

1,202

1,131

Finance income

(22,074

)

(12,160

)

1,502,854

1,066,518

Decrease/(increase) in stocks

238

(7,392

)

Increase in trade and other debtors

(1,735,777

)

(6,241,041

)

Increase in trade and other creditors

1,215,757

7,484,543

Cash generated from operations

983,072

2,302,628

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,630,284

2,689,110

Period ended 31 December 2023

31/12/23

1/10/23

£

£

Cash and cash equivalents

2,689,110

2,203,342

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

2,689,110

(58,826

)

2,630,284

2,689,110

(58,826

)

2,630,284

Total

2,689,110

(58,826

)

2,630,284

**	LAST YEAR - MOVEMENT IN CASH AND CASH EQUIVALENTS

AS CALCULATED IN STATEMENT OF CASH FLOWS

DOES NOT AGREE TO MOVEMENT PER STATEMENT OF FINANCIAL POSITION

COMPARE MOVEMENT ON STATEMENT OF CASH FLOWS

=

2,009,410

TO

MOVEMENT PER STATEMENT OF FINANCIAL POSITION

CASH AND CASH EQUIVALENTS

=

2,689,110

FIRST YEAR ADOPTION

**	CURRENT YEAR

PLEASE ENSURE THAT THE AMOUNTS ON THE CLIENT SCREENS FIRST YEAR ADOPTION - RECONCILIATION OF EQUITY AND FIRST YEAR ADOPTION - CASH FLOW STATEMENT SHOWN BELOW ARE CORRECT.

CASH AND CASH EQUIVALENTS

0

BANK OVERDRAFTS

0

THESE AMOUNTS ARE USED IN THE STATEMENT OF CASH FLOWS FOR THE OPENING CASH POSITION OF LAST YEAR FRS 102 ENTRY. THIS MESSAGE MAY BE IGNORED IF CORRECT AMOUNTS ARE SHOWN.

**

LAST YEAR

THERE IS NO AUTOMATIC RECOGNITION IN THE STATEMENT OF CASH FLOWS OF THE OPENING POSITION OF LAST YEAR FRS 102 ENTRY BASED ON POSTINGS. "ADJUSTMENT" FIELDS ON CLIENT SCREENS WITHIN THE STATEMENT OF CASH FLOWS FOLDER WILL NEED TO BE USED TO ENTER RELEVANT AMOUNTS FOR ALL ITEMS EXCEPT THE OPENING CASH POSITION - SEE DETAILS ABOVE.

THESE MAY INCLUDE:

STOCKS, DEBTORS, CREDITORS , DIRECTORS BALANCES AND SHARE CAPITAL

1.	STATUTORY INFORMATION

Comarket Fruit (Uk) Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

Tangible assets

Fixtures and fittings and plant and machinery are depreciated based on their useful lives.

Depreciation is recognised on a reducing balance basis over their estimated useful lives.

The company estimates useful lives based on various factors, including technological

obsolescence and the expected usage of the asset. The useful life of these assets are

regularly reviewed for signs of impairment. Where an impairment is identified, the asset

value is impaired, with a charge to the profit and loss account.

The company assesses tangible fixed assets where there are indications that the assets

could be impaired. Indicators of impairment include factors both inside and outside the

organization, which give indication of a reduction in value. Where there are indicators of a

reduction in the carrying value of the asset, the company estimates the recoverable amount

of the cash generating unit to which the asset belongs.

Debtors

The directors assess the recuperation of the amounts outstanding at the balance sheet

date, undertaking a review of the age profile of the debt, and the nature and class of the debt.

Revenue recognition

Revenue from the wholesale of fresh produce is recognized when control of goods is transferred to the customer. In instances where the sale is made on credit, revenue is recognized upon delivery and a receivable is recorded accordingly.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company's principal financial instruments comprise bank balances, trade creditors, trade

debtors. The main purpose of these instruments is to raise funds for the company's operations and to finance the company's operations.

Due to the nature of the financial instruments used by the company there is no exposure to

price risk. The company's approach to managing other risks applicable to the financial

instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between

the continuity of funding and flexibility through the use of overdrafts..

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the

credit offered to customers and the regular monitoring of amounts outstanding for both time

and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet

amounts due.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

£

£

Wages and salaries

422,824

508,523

Social security costs

36,796

39,170

Other pension costs

7,157

6,690

466,777

554,383

The average number of employees during the year was as follows:

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

Administrative staff

7

9

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

£

£

Directors' remuneration

-

65,000

4.	OPERATING PROFIT

The operating profit is stated after charging:

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

£

£

Depreciation - owned assets

1,202

1,131

Auditors' remuneration

10,500

10,000

Other non- audit services

12,187

19,785

Foreign exchange differences

5,309

3,535

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

£

£

Current tax:

UK corporation tax

382,307

255,303

Tax on profit

382,307

255,303

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

£

£

Profit before tax

1,523,726

1,077,547

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

380,932

204,734

Effects of:

Expenses not deductible for tax purposes

1,947

2,390

Capital allowances in excess of depreciation

(572

)

(3,455

)

Change of tax rate

-

51,634

Total tax charge

382,307

255,303

6.

DIVIDENDS

Period

1/10/23

Year Ended

to

31/12/24

31/12/23

£

£

Ordinary shares of £1 each

Final

550,000

550,000

7.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

COST

At 1 January 2024

19,977

10,580

30,557

Additions

-

2,289

2,289

At 31 December 2024

19,977

12,869

32,846

DEPRECIATION

At 1 January 2024

18,007

5,672

23,679

Charge for year

295

907

1,202

At 31 December 2024

18,302

6,579

24,881

NET BOOK VALUE

At 31 December 2024

1,675

6,290

7,965

At 31 December 2023

1,970

4,908

6,878

8.

STOCKS

2024

2023

£

£

Stocks

7,154

7,392

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

7,203,128

5,666,866

Amounts owed by group undertakings

830,102

573,722

VAT

38,988

19,379

Prepayments and accrued income

734,702

554,796

8,806,920

6,814,763

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

8,195,639

6,914,618

Tax

382,307

255,303

Other creditors

-

40,755

Directors' current accounts

723

723

Accrued expenses

504,661

529,170

9,083,330

7,740,569