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Zeina Foods Limited Registered number: 03967116 Annual report and financial statements For the year ended 31 March 2025
ZEINA FOODS LIMITED COMPANY INFORMATION
Directors | Mr S A M Ali
| Mr A A Daneshyar
| Mr O Daneshyar
| Mr M Ali
Company secretary | Mr S A M Ali
Registered number | 03967116
Registered office | Zeina House
| Milner Way
| Ossett
| West Yorkshire
| WF5 9JE
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 5th Floor
| 3 Wellington Place
| Leeds
| LS1 4AP
Bankers | Lloyds Banking Group
| 3rd Floor
| New Uberior House
| 11 Earl Grey Street
| Edinburgh
| EH3 9BN
ZEINA FOODS LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 4
Independent Auditor's Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 29
ZEINA FOODS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025
Introduction
The directors present their Strategic Report for Zeina Foods Limited for the year ended 31 March 2025.
Business review
The principal activity of the Company continues to be that of the importation, processing and wholesale of pistachio nuts, other nut products, other confectionery and dried fruit products from around the world. The directors report the following performance of the Company for the financial year ended 31 March 2025. The Company has generated total turnover of £32.0m. This is 4.2% (£1.4m) lower than the £33.4m generated in the year ended 31 March 2024. The Company's gross profits for the financial year increased from £5.9m to £6.7m with gross profit margin up from 17.7% to 21.0%. Profit before tax was £2.8m (2024: £2.0m) after a fair value gain of £0.06m (2024: £0.1m loss).
Principal risks and uncertainties
Market risk - the Company has excellent relationships with its key suppliers and customers and has contracts in place to source key materials. Operational risk - the Company has solid reporting systems and produces timely and accurate management information which enables management to assess risk and make informed business decisions. Foreign exchange risk - the Company minimises risk by using their knowledge of the pistachio market and other industry information and by arranging forward contracts on the US dollar. All risks are monitored by the board regularly, with the prime focus being on performance and strategy issues surrounding the mitigation and management of these above risks at an acceptable level. The Company has considerable financial resources together with strong relationships with key customers and suppliers across different geographic areas and industries.
Financial key performance indicators
Management use a range of performance measures to monitor and manage the business. Some of the key performance measures are set out below.
| 31 March 2025 | 31 March 2024
Turnover | £31,997,262 | £33,433,333
Gross profit | £6,704,626 | £5,919,122
Gross profit margin | 21.0% | 17.7%
Operating profit | £2,831,067 | £1,993,500
Operating profit margin | 8.8% | 6.0%
This report was approved by the board on 3 December 2025 and signed on its behalf.
Mr S A M Ali Director
- 1 -
ZEINA FOODS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2025 The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; and ∙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.
Results and dividends
The profit for the year, after taxation, amounted to £2,154,188 (2024 - £1,384,153). Dividends declared during the year and reflected in the financial statements amounted to £388,646 (2024 - £832,976).
Directors
The directors who served during the year were:
Mr S A M Ali
Mr A A Daneshyar
Mr O Daneshyar
Mr M Ali
- 2 -
ZEINA FOODS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Going concern
The directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company has a strong cash position and sufficient banking facilities that are gradually becoming required less frequently due to the stronger cash position of the business. The company has significant net assets and net current assets. The Company has strong relationships with its customers and the order book remains strong. Accordingly, the going concern basis of accounting continues to be appropriate in preparing the financial statements. The directors have considered a period in excess of twelve months from the date of approval of these financial statements in making this assessment.
Future developments
The Company has continued to invest in plant and machinery during the year and expects this to generate efficiencies and capacity for further growth going forward.
Research and development activities
Improvements in the existing product range and investment in the development of new products is continuing on a year by year basis. The Company has a policy of continually increasing its investment in the research and development of new products.
Matters covered in the Strategic Report
Certain information is not shown in the Directors' Report because it is shown in the Strategic Report instead under s414C(11). The Strategic Report includes a business review, information on the Company's principal risks and uncertainties and information on the Company's financial key performance indicators.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
Dividends of £396,692 were declared post year end.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. - 3 -
ZEINA FOODS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 This report was approved by the board on 3 December 2025 and signed on its behalf.
Mr S A M Ali Director
- 4 -
ZEINA FOODS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEINA FOODS LIMITED Opinion We have audited the financial statements of Zeina Foods Limited (the ‘Company’) for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and 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 FRS 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 March 2025 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 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 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 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. - 5 -
ZEINA FOODS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEINA FOODS LIMITED 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. 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 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, 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. - 6 -
ZEINA FOODS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEINA FOODS LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's 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 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. - 7 -
ZEINA FOODS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ZEINA FOODS LIMITED In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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. Use of the audit 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. Christopher Hudson (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 5th Floor 3 Wellington Place Leeds LS1 4AP 3 December 2025 - 8 -
ZEINA FOODS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 31,997,262 | 33,433,333
Cost of sales |  | (25,292,636) | (27,514,211)
Gross profit |  | 6,704,626 | 5,919,122
Administrative expenses |  | (4,094,931) | (3,936,469)
Other operating income | 5 | 160,690 | 109,974
Fair value movements | 6 | 60,682 | (99,127)
Operating profit | 7 | 2,831,067 | 1,993,500
Interest payable and similar expenses | 11 | (10,158) | -
Profit before tax |  | 2,820,909 | 1,993,500
Tax on profit | 12 | (666,721) | (609,347)
Profit for the financial year |  | 2,154,188 | 1,384,153
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 12 to 29 form part of these financial statements.
- 9 -
ZEINA FOODS LIMITED REGISTERED NUMBER: 03967116 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 14 |  | 1,203,241 |  | 1,262,443
|  |  | 1,203,241 |  | 1,262,443
Current assets |  |  |  |  |
Stocks | 16 | 9,513,046 |  | 9,265,044 |
Debtors: amounts falling due within one year | 17 | 5,755,350 |  | 4,407,802 |
Cash at bank and in hand | 18 | 1,324,159 |  | 884,981 |
|  | 16,592,555 |  | 14,557,827 |
Creditors: amounts falling due within one year | 19 | (8,743,402) |  | (8,456,038) |
Net current assets |  |  | 7,849,153 |  | 6,101,789
Total assets less current liabilities |  |  | 9,052,394 |  | 7,364,232
Provisions for liabilities |  |  |  |  |
Deferred tax | 20 |  | (183,447) |  | (260,827)
Net assets |  |  | 8,868,947 |  | 7,103,405
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 900 |  | 900
Capital redemption reserve | 22 |  | 100 |  | 100
Profit and loss account | 22 |  | 8,867,947 |  | 7,102,405
|  |  | 8,868,947 |  | 7,103,405
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 December 2025.
Mr S A M Ali
Director
The notes on pages 12 to 29 form part of these financial statements. - 10 -
ZEINA FOODS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 April 2023 | 900 | 100 | 6,551,228 | 6,552,228
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 1,384,153 | 1,384,153
Total comprehensive income for the year | - | - | 1,384,153 | 1,384,153
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (832,976) | (832,976)
At 1 April 2024 | 900 | 100 | 7,102,405 | 7,103,405
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 2,154,188 | 2,154,188
Total comprehensive income for the year | - | - | 2,154,188 | 2,154,188
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (388,646) | (388,646)
At 31 March 2025 | 900 | 100 | 8,867,947 | 8,868,947
| The notes on pages 12 to 29 form part of these financial statements.
- 11 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
Zeina Foods Limited ("the Company") is a limited company, limited by shares, incorporated in England & Wales. The address of its registered office and principal place of business is Zeina House, Milner Way, Ossett, West Yorkshire, WF5 9JE. The registered number is 03967116. The principal activity of the business continues to be that of the importation, processing and wholesale of pistachio nuts, other nut products, other confectionery and dried fruit products from around the world. These financial statements have been prepared in Pound Sterling as this is the currency of the primary economic environment in which the Company operates. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Ossett Holdings Limited as at 31 March 2025 and these financial statements may be obtained from Companies House. - 12 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The company has a strong cash position and sufficient banking facilities that are gradually becoming required less frequently due to the stronger cash position of the business. The company has significant net assets and net current assets. The Company has strong relationships with its customers and the order book remains strong. Accordingly, the going concern basis of accounting continues to be appropriate in preparing the financial statements. The directors have considered a period in excess of twelve months from the date of approval of these financial statements in making this assessment.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest £1. 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. Non-monetary 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 profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. - 13 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.5 | 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. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. - 14 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.9 | 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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting 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 reporting 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 reporting date. - 15 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - |  | between 10 and 20 years straight line
|  |  |  | Plant & machinery | - |  | 15% reducing balance
|  |  |  | Motor vehicles | - |  | 25% reducing balance
|  |  |  | Fixtures & fittings | - |  | 15% reducing balance
| 2.12 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.13 | Investments in associates
Investments in associates are held at cost less accumulated impairment.
| 2.14 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. - 16 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.17 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of Financial Position 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. - 17 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 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. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. - 18 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the 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. Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the Statement of Comprehensive Income. The company does not currently apply hedge accounting for foreign exchange derivatives.
| 2.18 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Critical judgments in applying the Company's accounting policies The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below. (i) Assessing indicators of impairment In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned. Key sources of estimation uncertainty In the opinion of the directors, there are no material areas of estimation or uncertainty that have been used in preparing the annual financial statements. - 19 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sales of goods | 31,753,653 | 33,054,422
| Provision of services | 243,609 | 378,911
|  | 31,997,262 | 33,433,333
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 31,086,141 | 32,364,300
| Rest of Europe | 911,121 | 1,069,033
|  | 31,997,262 | 33,433,333
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 4,281 | 917
| Net rents receivable | 156,409 | 109,057
|  | 160,690 | 109,974
6. | Fair value movements
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fair value gains/(losses) on forward currency contracts | 60,682 | (99,127)
- 20 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
7. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets |  | 205,588 | 216,303
| Exchange differences |  | 159,940 | 391,509
| Other operating rentals |  | 345,600 | 345,600
| Defined contribution pension cost |  | 75,278 | 65,265
8. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 28,500 | 28,500
9. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 1,178,721 | 1,041,785
| Social security costs | 106,886 | 89,302
| Cost of defined contribution scheme | 75,278 | 65,265
|  | 1,360,885 | 1,196,352
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management | 3 | 3
|  | Administration | 8 | 8
|  | Wholesale & production | 33 | 32
|  |  | 44 | 43
- 21 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
10. | Directors' remuneration
| The directors of the business are also considered to be the key management personnel.
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 40,207 | 38,495
| Directors are not accruing pension benefits (2024 - £Nil).
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 10,158 | -
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 729,687 | 576,689
| Adjustments in respect of previous periods | 14,414 | (1,383)
| Total current tax | 744,101 | 575,306
| Deferred tax |  |
| Origination and reversal of timing differences | (63,170) | 34,041
| Adjustments in respect of previous periods | (14,210) | -
| Total deferred tax | (77,380) | 34,041
| Taxation on profit on ordinary activities | 666,721 | 609,347
- 22 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 2,820,909 | 1,993,500
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 705,227 | 498,375
| Effects of: |  |
| Capital allowances for year in excess of depreciation | 896 | 2,501
| Expenses not deductible for tax purposes | 19,566 | 75,464
| Adjustments to tax charge in respect of prior periods | 14,414 | (1,383)
| Adjustments to deferred tax charge in respect of previous periods | (14,210) | -
| Adjustment to brought forward values | (59,172) | -
| Movement in deferred tax not recognised | - | 34,390
| Total tax charge for the year | 666,721 | 609,347
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
13. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends on ordinary share capital | 388,646 | 832,976
- 23 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
14. | Tangible fixed assets
|  | Leasehold improvements | Plant & machinery | Motor vehicles | Fixtures & fittings | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 April 2024 | 842,072 | 2,875,355 | 141,999 | 99,672 | 3,959,098
| Additions | - | 146,386 | - | - | 146,386
| At 31 March 2025 | 842,072 | 3,021,741 | 141,999 | 99,672 | 4,105,484
| Depreciation |  |  |  |  |
| At 1 April 2024 | 834,904 | 1,698,595 | 73,105 | 90,051 | 2,696,655
| Charge for the year | 3,584 | 185,763 | 14,799 | 1,442 | 205,588
| At 31 March 2025 | 838,488 | 1,884,358 | 87,904 | 91,493 | 2,902,243
| Net book value |  |  |  |  |
| At 31 March 2025 | 3,584 | 1,137,383 | 54,095 | 8,179 | 1,203,241
| At 31 March 2024 | 7,168 | 1,176,760 | 68,894 | 9,621 | 1,262,443
- 24 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
15. | Fixed asset investments
|  | Investments in associates | Unlisted investments | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 April 2024 | 197,729 | 64,740 | 262,469
| At 31 March 2025 | 197,729 | 64,740 | 262,469
| Impairment |  |  |
| At 1 April 2024 | 197,729 | 64,740 | 262,469
| At 31 March 2025 | 197,729 | 64,740 | 262,469
| Net book value |  |  |
| At 31 March 2025 | - | - | -
| At 31 March 2024 | - | - | -
| Zeina Foods Limited owns 40% of the ordinary share capital of Zeina Foods Tunisia S.A.R.L. a company incorporated in Tunisia. Following the year end ownership has increased to 67.61%. The registered address is Bir Drassen, Beni Khalled, Nabeul. Zeina Foods Limited owns 33% of the ordinary share capital of Zeina Farms S.A.R.L. a company incorporated in Tunisia. Following the year end ownership has increased to 38.52%. The registered address is 14, rue Medinet Kadhima – 2037 Ennasr2 - Tunis. Due to the recent performance of the associates, the investments were fully impaired in the prior year.
16. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 8,511,340 | 7,921,416
| Finished goods and goods for resale | 1,001,706 | 1,343,628
|  | 9,513,046 | 9,265,044
- 25 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
17. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 5,130,823 | 4,039,042
| Amounts owed by group undertakings | 77,413 | 54,629
| Amounts owed by associated undertakings | 67,910 | 131,140
| Prepayments and accrued income | 479,204 | 182,991
|  | 5,755,350 | 4,407,802
| Amounts owed by group and associated undertakings are interest free and repayable on demand.
18. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,324,159 | 884,981
| Less: bank overdrafts | (115,117) | -
|  | 1,209,042 | 884,981
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | 115,117 | -
| Trade creditors | 3,945,771 | 5,783,720
| Corporation tax | 407,140 | 580,680
| Other taxation and social security | 39,725 | 17,056
| Other creditors | 20,941 | -
| Accruals and deferred income | 4,038,704 | 1,837,896
| Derivatives | 176,004 | 236,686
|  | 8,743,402 | 8,456,038
| A fixed and floating charge has been created over all assets and undertakings of the Company, effective from 15 May 2024 in favour of Lloyds Bank plc and secured over the freehold and leasehold property, the fixed plant and machinery on any freehold and leasehold property, all book debts and all other debts.
- 26 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
20. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (260,827) | (226,786)
| Charged to profit or loss | 77,380 | (34,041)
| At end of year | (183,447) | (260,827)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixed asset timing differences | (251,393) | (261,126)
| Short term timing differences | 67,946 | 299
|  | (183,447) | (260,827)
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 900 (2024 - 900) Ordinary shares of £1.00 each | 900 | 900
| All Ordinary shares hold the right to vote and receive payments of dividends and distributions.
22. | Reserves
Capital redemption reserve The capital redemption reserve represents a non-distributable reserve into which amounts were transferred following the redemption or purchase of the Company's own shares. Profit & loss account The profit and loss account reserve represents cumulative profits and losses made by the Company to date less dividends distributed to shareholders. - 27 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
23. | Capital commitments
| At 31 March 2025 the Company had capital commitments as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Contracted for but not provided in these financial statements | 25,875 | -
| A capital commitment has been made by the company to purchase machinery at the year end.
24. | Pension commitments
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 £75,278 (2024: £65,265) in the year. At the balance sheet date the outstanding pension contribution was £Nil (2024: £Nil). 25.Other financial commitments At the year-end the Company had entered into contracts with suppliers and customers to buy material at agreed quantities and prices. At the year-end the outstanding purchases commitment was £6,222,929 (2024: £12,267,389). At the year-end the Company had entered into forward and swap contracts with a financial institution to buy $16,600,000 (2024: $15,580,000). - 28 -
ZEINA FOODS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
26. | Related party transactions
| The Company has taken the available exemption under FRS 102 Section 33 not to disclose transactions and balances with wholly owned members of the Group. Copies of the consolidated financial statements of Ossett Holdings Limited can be obtained from Companies House. The Company has made charitable donations to Ahlulbayt Cultural Centre during the year amounting to £30,000 (2024: £10,100), a charity in which Mr S Ali is a Trustee and Director. The Company has an investment in Zeina Foods Tunisia S.A.R.L, a Company over which Zeina Foods Limited has significant influence. The Company has purchased goods from Zeina Foods Tunisia S.A.R.L during the year to the value of £280,128 (2024: £233,001). Included within debtors are amounts owed to Zeina Foods Limited as at 31 March 2025 of £756,021 (2024: £356,221), against which a bad debt provision of £708,644 (2024: £225,071) has been recognised. The Company has an investment in Zeina Farms S.A.R.L., a Company over which Zeina Foods Limited has significant influence. Included within debtors are amounts owed to Zeina Foods Limited as at 31 March 2025 of £164,153 (2024: £143,619), against which a bad debt provision of £143,619 (2024: £143,619) has been recognised. During the year the Company paid remuneration to the Directors of £40,207 (2024: £38,495). Amounts due from/(to) related parties at the year end are shown below:
|  | 2025 | 2024
|  | £ | £
| Zeina Foods Tunisia S.A.R.L | 756,021 | 356,211
| Zeina Farms S.A.R.L | 164,153 | 143,619
| The above amounts were partially provided for as at 31 March 2025.
27. | Post balance sheet events
Dividends of £396,692 were declared post year end.
28. | Controlling party
The immediate and ultimate parent company is Ossett Holdings Limited, a company incorporated in England and Wales, its registered office address being Zeina House, Milner Way, Ossett, West Yorkshire, WF5 9JE. This is the largest and smallest group into which the Company's results are consolidated. The directors do not consider there to be a single ultimate controlling party.
- 29 -