The directors present the strategic report for the year ended 30 April 2025.
The Foodnet Holdings Group has a well-established strategic plan which is reviewed annually. This plan continues to guide all areas of the business with a focus on:
Maintaining and strengthening our position within the UK and European frozen food industry.
Supporting our customers and suppliers to uphold high standards of professionalism, quality, and reliability.
Sustaining and improving our financial performance year on year.
Encouraging innovation and continuous development to enhance the quality and reputation of frozen produce.
The principal activity of the group remains the trading of frozen fruits and vegetables.
Foodnet closely monitors its financial and operational performance throughout the year. Cash flow and stock positions are reviewed daily, while turnover and profit margins are tracked and compared to prior-year and budgeted figures. This enables the company to remain agile and responsive to changing global market conditions.
Turnover increased by 1.65% to £57.2M, whereas gross profit fell by £0.76M to £7.5M.
Despite improvements in overall logistics stability, the frozen food industry continues to experience price pressure due to ongoing agricultural volatility and higher energy costs across Europe.
While inflation across the UK economy has eased, food and shipping costs remain above pre-pandemic levels. Global conflicts and extreme weather patterns continue to disrupt supply chains and influence commodity pricing.
During the year, several significant external factors influenced our business environment:
Ongoing global climate disruption continues to impact crop yields and push growers toward more resilient, lower-risk crops, limiting availability in some key product categories.
Conflict in the Middle East and Ukraine has maintained shipping volatility, with several routes still diverting via the Cape of Good Hope to avoid the Red Sea, adding time and cost to supply chains.
Continued EU labour shortages in agriculture and logistics sectors have created pressure on supply from Europe.
Energy and fuel costs have stabilised compared to last year but remain well above long-term averages.
CURRENCY & SUPPLY RISK
Fluctuating exchange rates and unpredictable crop yields remain key risks in the frozen produce sector. Foodnet mitigates these by maintaining a broad supplier base across multiple regions, ensuring flexibility and supply continuity.
COMPETITIVE RISK
The frozen supply market remains highly competitive. Foodnet maintains strong customer loyalty through consistent service, product quality, and transparency. We continue to maintain strong cash reserves, supporting resilience and stability amid fluctuating borrowing costs and global uncertainty.
TECHNICAL RISK
The company continues to maintain BRC accreditation, underlining its commitment to quality management and food safety. Professional indemnity insurance and continual staff training support the mitigation of technical and compliance risks.
Looking ahead to 2025/26, Foodnet aims to maintain steady growth and strengthen its core markets. Focus will remain on:
Expanding the customer base while protecting long-term partnerships.
Increasing efficiency through digitalisation of supplier documentation and traceability systems.
Supporting supplier development, particularly in sustainability and ethical sourcing.
Continuing to balance growth ambitions with disciplined financial management.
Foodnet Ltd remains committed to operating responsibly and sustainably. Our ESG objectives include:
Environmental: reducing our carbon footprint, improving energy efficiency, and promoting sustainable sourcing.
Social: supporting local community projects and maintaining a fair, inclusive workplace.
Governance: ensuring full compliance with environmental and ethical standards, including Modern Slavery, SEDEX membership, and supplier due diligence audits.
Foodnet recognises that our actions have an impact on the environment and local community. We actively work to minimise waste, reduce energy consumption, and comply with all relevant environmental legislation.
We are proud to maintain SEDEX membership and continue to work towards ensuring 100% of suppliers are registered and compliant with ethical and sustainability frameworks.
Post year end ordinary dividends have been declared amounting to £215,076.
On 12 June 2025 Foodnet Holdings Limited completed the purchase of a property for a total consideration of £700,000.
This event occurred after the company's year end and therefore has been treated as a non-adjusting event. No adjustment has been made to the amounts recognised in the financial statements.
In accordance with Section 172 of the Companies Act 2006, the directors consider that, during the year ended 30 April 2025, they have acted in a way that they consider, in good faith, would most likely promote the success of the group for its members as a whole, having regard to the likely impact of any decisions in the long term, and the broader interest of the stakeholders, as required by the act, as highlighted below:
Employees:
Foodnet continues to invest in its people through effective training programmes, ensuring all employees meet or exceed regulatory and professional standards. The company’s structure remains lean and collaborative, with two primary levels — directors and employees — all of whom are permanent staff with employment contracts.
We promote a culture of teamwork, personal growth, and shared success. Environmental responsibility within the office remains a focus: we continue to replace older systems with energy-efficient equipment, including LED lighting, micro-form factor computers, and waste recycling facilities.
Our company car fleet is now 84% electric, supported by charging infrastructure at our Amersham office, with a target to reach 100% by 2028.
Our suppliers are integral to the success of Foodnet. The company has continued to maintain and strengthen its relationships across Europe, Asia, and North Africa, despite post-Brexit trading challenges. Regular meetings, audits, and quality reviews ensure continued alignment with Foodnet’s high standards and environmental goals.
We actively encourage suppliers to participate in certification schemes such as BRC, Sedex, Smeta, Global G.A.P., Red Tractor, and Valid-IT. Sustainability efforts are also encouraged, with many partners now investing in solar and wind energy to reduce their carbon footprint.
With over 40 years in the industry, Foodnet continues to build long-standing relationships with leading manufacturers using frozen ingredients. Dedicated account managers provide consistent communication and performance reporting to ensure satisfaction and mutual growth.
We have continued to support our customers’ NPD efforts while driving improvements in packaging efficiency and waste reduction — including the transition from cartons to sacks and bulk octabins where suitable.
Foodnet remains committed to supporting our local community and environmental initiatives. We continue to sponsor Amersham in Bloom, helping to maintain the town’s award-winning gardens and public spaces, and support Thames Fareshare, donating surplus frozen produce to local charities and foodbanks.
Sustainability remains at the forefront of operational decisions — from energy-efficient equipment and electric vehicles to waste minimisation and supply chain improvements.
Signed on behalf of the directors
The directors present their annual report and financial statements for the year ended 30 April 2025.
The results for the year are set out on page 13.
Ordinary dividends were declared amounting to £1,014,491 (2024: £1,771,384).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the company's articles, a resolution proposing that Verallo be reappointed as auditor of the group will be put at a General Meeting.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of Foodnet Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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 and 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach was as follows:
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, and through discussion with the directors and other management (as required by auditing standards), the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the companies have established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
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 auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for. This description forms part of our auditor’s 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 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,956,343 (2024 - £2,133,655 profit).
Foodnet Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales, company registration no. 04593826. The registered office is The Old Grammar School, 3 - 7 Market Square, Amersham, Buckinghamshire, HP7 0DF.
The group consists of Foodnet Holdings Limited and its subsidiary Foodnet Limited.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The parent has taken advantage of the following disclosure exemptions available in FRS102:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel and disclosure of transactions between wholly owned members of the group have not been included.
The consolidated financial statements incorporate those of Foodnet Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The financial statements have been prepared on a going concern basis, which assumes the group and company will continue in operational existence, and will be able to meet its liabilities as they fall due, for a period of at least twelve months from the date of approval of the financial statements.
The directors have reviewed the continued impact of the global economy on the operations and financial position of the group and company and have a reasonable expectation that the group and company has adequate resources to continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible 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 estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs 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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or 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 are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Each year, the directors review the stock for slow moving and obsolete items, to see if any provision is required. Where a provision is required, it is based on the use by dates of the stock line.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Investment income includes the following:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 April 2025 are as follows:
The following are the major deferred tax liabilities recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The Ordinary, Ordinary A, Ordinary B and Ordinary E shares rank pari passu in relation to voting rights. Each class of share is entitled to dividend distribution. The Ordinary C and Ordinary D shares are not entitled to vote and are only entitled to a distribution upon sale or winding up of the company.
The merger reserve represents amounts recognised on the acquisition of Foodnet Limited in 2002, being the difference between the fair value of the consideration and the nominal value of the shares issued as consideration.
At the year end the group held foreign exchange barrier options to hedge currency exposure on its future payments to suppliers. The options are a knock-out call option over the US Dollar with a notional value of $2,000,000. The options have a forward rate of 1.2830 and a barrier rate of 1.3225. These options mature between 30 April 2025 and 31 December 2025.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Post year end ordinary dividends have been declared amounting to £215,076.
On 12 June 2025 Foodnet Holdings Limited completed the purchase of a property for a total consideration of £700,000.
This event occurred after the company's year end and therefore has been treated as a non-adjusting event. No adjustment has been made to the amounts recognised in the financial statements.
The remuneration of key management personnel is as follows.
The directors have assessed that four employees are considered key management personnel.
The directors maintain a loan account with the parent company. At the beginning of the year the company owed the directors £113,290. During the year £208,026 was drawn by the directors and dividends of £261,466 were declared. As at the balance sheet date the company owed the directors £166,730, as shown within Other Creditors. The amounts owed to the directors are interest-free, unsecured and repayable on demand.
At the balance sheet date the company owed close family members £168,690 (2024: £100,357), as shown in Other Creditors - dividends of £184,414 were declared and £116,081 was drawn during the year. The amounts owed to close family members are interest-free, unsecured and repayable on demand.
At the balance sheet date the company owed key management personnel £165,751 (2024: £19,577), as shown in Other Creditors - dividends of £453,610 were declared and £307,436 was drawn during the year. The amounts owed to key management personnel are interest-free, unsecured and repayable on demand.
During the year, the company paid dividends of £110,000 to a company related by mutual control. At the balance sheet date the company related by mutual control owed Foodnet Holdings Limited £271,005 (2024: £342,958), as shown within Other Creditors. The amounts owed to the company related by mutual control are interest-free, unsecured and repayable on demand.