REGISTERED NUMBER: 09557445 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

INTERCARABAO LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

K Jamkajornkeiat

P Klongwathanakith

P Piempongsant

R Setthasit

N Vongswat

REGISTERED OFFICE:

1420 Arlington Business Park

Reading

RG7 4SA

REGISTERED NUMBER:

09557445 (England and Wales)

AUDITORS:

Cooper Parry Group Limited

Statutory Auditor

First Floor, Davidson House

Forbury Square

Reading

Berkshire

RG1 3EU

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

8,525

13,824

8,525

13,824

CURRENT ASSETS

Stocks

1,798,346

1,053,382

Debtors

6

996,836

1,288,118

Cash at bank

124,931

351,377

2,920,113

2,692,877

CREDITORS

Amounts falling due within one year

7

5,951,934

4,618,444

NET CURRENT LIABILITIES

(3,031,821

)

(1,925,567

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,023,296

)

(1,911,743

)

CAPITAL AND RESERVES

Called up share capital

9

89,250,000

89,250,000

Retained earnings

(92,273,296

)

(91,161,743

)

SHAREHOLDERS' FUNDS

(3,023,296

)

(1,911,743

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 2 May 2025 and were signed on its behalf by:

K Jamkajornkeiat - Director

1.	STATUTORY INFORMATION

Intercarabao Limited 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.

The presentation currency of the financial statements is the Pound Sterling (£).

The financial statements are rounded to the nearest £1.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The company is wholly dependent upon the provision of financial support from the ultimate owner Carabao Group Public Company Limited (CBG). The directors have considered the ability of CBG to provide this support and performed appropriate enquiries to validate this assessment. CBG has provided the required support for the financial year ended 31 December 2024, The budget and financial support, including cash need, for the year ending 31 December 2025 has been approved by CBG and they have committed to providing the support as required to enable the company to meet its obligations.

With the arrangements in place the directors are confident of receiving the required ongoing funding and support from CBG. Considering these factors and the provision of support to date, the directors have prepared the financial statements on a going concern basis.

Revenue

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

- the Company 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 Company 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.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

- Software 25% straight line

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

- Furniture, fixture and office equipment - 20 - 25% straight line basis

- Machinery and equipment - 20% straight line 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.

Gain and loss on disposals is determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

Stocks

Stocks are stated at the lower of costs and estimated selling price less costs to complete and sell, after making allowances obsolete and slow moving stock.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimate the recoverable amount of the cash-generating unit to which the asset belongs.

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.

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.

Financial instruments

Financial assets and liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and are initially measured at transaction price.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank.

Intragroup loans and balances are classified as basic financial instruments and are initially recognised at the transaction price. Subsequently, they are measured at amortised cost

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.

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 operates and generates 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; and

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax

allowances have been met.

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.

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement except when deferred in other comprehensive income as qualifying cash flow hedges.

Operating leases

Rentals paid under operating leases are charged to the Income Statement on a straight line basis over the lease term.

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Employee benefits

The cost of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Marketing and sponsorship costs

Marketing costs are expensed as incurred.

Sponsorship costs are spread over the respective terms.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Income Statement in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 15 (2023 - 16 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

41,650

AMORTISATION

At 1 January 2024

and 31 December 2024

41,650

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

5.	TANGIBLE FIXED ASSETS

Furniture,

fixture and

Machinery

office

and

equipment

equipment

Totals

£

£

£

COST

At 1 January 2024

175,825

109,087

284,912

Additions

-

2,368

2,368

At 31 December 2024

175,825

111,455

287,280

DEPRECIATION

At 1 January 2024

175,137

95,951

271,088

Charge for year

688

6,979

7,667

At 31 December 2024

175,825

102,930

278,755

NET BOOK VALUE

At 31 December 2024

-

8,525

8,525

At 31 December 2023

688

13,136

13,824

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

843,446

1,171,988

Other debtors

112,706

57,931

Prepayments and accrued income

40,684

58,199

996,836

1,288,118

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts

1,907,592

-

Trade creditors

351,845

517,460

Amounts owed to group undertakings

3,135,029

2,700,935

Social security and other taxes

34,997

38,243

Other creditors

13,272

13,348

Accruals and deferred income

509,199

1,348,458

5,951,934

4,618,444

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

98,778

98,778

Between one and five years

123,474

222,253

222,252

321,031

Rentals payable under an operating lease, including any lease incentive received, is charged to the profit and loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset is consumed.

9.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

£

89,250,000

Ordinary

£1

89,250,000

89,250,000

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Martin Thomas FCCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

11.	RELATED PARTY DISCLOSURES

There is an amount payable of £1,550,268 (2023: £1,064,310) to Carabao Tawandang Company Limited. Recharges in the year to Carabao Tawandang Company Limited amounted to £1,000,000 (2023: £1,000,000) and total net inventory purchases throughout the year amounted to £2,600,254 (2023: £1,602,661).

There is also an accounts payable balance in the accounts of £1,584,761 (2023: £1,638,505) to Carabao Trading (Hong Kong) Ltd, with the total net inventory purchases throughout the year amounted to £1,589,667 (2023: £1,727,417).

The company is exempt from disclosing transactions between group companies where the subsidiary party to the transaction is a wholly owned subsidiary.

12.	ULTIMATE CONTROLLING PARTY