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COMPANY REGISTRATION NUMBER: 06508110
DLD ENTERPRISES LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 December 2024
DLD ENTERPRISES LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2024
Contents
Page
Strategic report
1
Director's report
2
Independent auditor's report to the member
4
Consolidated statement of comprehensive income
7
Consolidated statement of financial position
8
Company statement of financial position
9
Consolidated statement of changes in equity
10
Company statement of changes in equity
11
Consolidated statement of cash flows
12
Notes to the financial statements
13
DLD ENTERPRISES LIMITED
STRATEGIC REPORT
YEAR ENDED 31 DECEMBER 2024
Principal activities The principal activity of the parent company during the period was the sale of pizzas including collection and delivery and the principal activity of the subsidiary companies was that of importers and food wholesalers. Review of the business and future developments Turnover has remained high at £23,584,432 (2023: £28,879,866). The audited financial statements for the period ended 31 December 2024 showed a profit of £174,102 (2023: £3,228,263). The consolidated statement of financial position shows net assets of £2,177,507 (2023: £2,111,362). Both the level of the business and the year-end financial position was satisfactory and the director expects that the present level of activity will continue for the foreseeable future. Key financial performance indicators The director has determined that the following key performance indicators are the most appropriate to communicate the performance and position of the group:
2024 2023
£ £
Turnover 23,584,432 28,879,866
Gross profit margin 17.5% 17.5%
EBITDA 617,786 4,052,894
Principal risks and uncertainties The process of risk management is addressed through a framework of policies, procedures and internal controls. The policies are set by the Board of Directors and are reviewed by them on a regular basis. The group's operations expose it to a number of financial risks including price risk, liquidity risk, foreign currency risk and credit risk. Price risk The group is exposed to commodity price risk as a result of its operations. However, given the nature of the group's operation the level of risk is not considered to be significant. Therefore no actions are undertaken to manage exposure. This policy will be reviewed for appropriateness if the group's operations change. Liquidity risk The group actively maintains short-term debt finance that is designed to ensure that the group has sufficient available funds for operations and planned expansions. Foreign currency risk The group is exposed to transaction foreign currency risk. The risk of currency fluctuations are mitigated by purchasing forward contracts. The director will continue to assess and mitigate this risk when appropriate. Credit risk The group's credit risk relates to the recovery of amounts owed by customers for invoiced sales. The credit risk is managed by regular monitoring of outstanding amounts and through credit checks.
This report was approved by the board of directors on 22 December 2025 and signed on behalf of the board by:
N Ladefoged
Director
Registered office:
12 North Bar
Banbury
OX16 0TB
DLD ENTERPRISES LIMITED
DIRECTOR'S REPORT
YEAR ENDED 31 DECEMBER 2024
The director presents his report and the financial statements of the group for the year ended 31 December 2024 .
Director
The director who served the company during the year was as follows:
N Ladefoged
Dividends
Particulars of recommended dividends are detailed in note 12 to the financial statements.
Disclosure of information in the strategic report
The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and financial risk management.
Director's responsibilities statement
The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Statement of disclosure of information to auditors
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 22 December 2025 and signed on behalf of the board by:
N Ladefoged
Director
Registered office:
12 North Bar
Banbury
OX16 0TB
DLD ENTERPRISES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF DLD ENTERPRISES LIMITED
YEAR ENDED 31 DECEMBER 2024
Opinion
We have audited the financial statements of DLD Enterprises Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 group 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 director's 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 or the 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 director 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 director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of the director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; - Challenging assumptions and judgements made by management in their significant accounting estimates detailed in the accounting policies were indicative of potential bias; - Investigated the rationale behind significant or unusual bank transactions; - Performed analytical procedures to identify any unusual or unexpected relationships; - Identifying and testing journal entries, in particular any manual journal entries posted by unexpected users, posted with descriptions indicating a higher level of risk, or posted late with a favourable impact on financial performance. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 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 our report
This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
W J E Kerr
(Senior Statutory Auditor)
For and on behalf of
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor
2 Crossways Business Centre
Bicester Road
Kingswood
Aylesbury
Bucks
HP18 0RA
23 December 2025
DLD ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2024
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
Note
£
£
Turnover
4
23,584,432
28,879,866
Cost of sales
( 19,451,791)
( 23,816,967)
------------
------------
Gross profit
4,132,641
5,062,899
Administrative expenses
( 3,521,044)
( 1,147,415)
-----------
-----------
Operating profit
5
611,597
3,915,484
Other interest receivable and similar income
9
10,984
2,564
Interest payable and similar expenses
10
( 422,430)
( 424,370)
-----------
-----------
Profit before taxation
200,151
3,493,678
Tax on profit
11
( 26,049)
( 265,415)
--------
-----------
Profit for the financial year
174,102
3,228,263
--------
-----------
Foreign currency retranslation
( 21,857)
( 1,348)
--------
-----------
Total comprehensive income for the year
152,245
3,226,915
--------
-----------
All the activities of the group are from continuing operations.
DLD ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2024
2024
2023
Note
£
£
Fixed assets
Tangible assets
14
23,279
26,569
Current assets
Stocks
16
6,010,683
3,527,786
Debtors
17
2,627,870
4,335,952
Cash at bank and in hand
816,407
1,488,581
-----------
-----------
9,454,960
9,352,319
Creditors: amounts falling due within one year
18
( 6,915,465)
( 6,827,192)
-----------
-----------
Net current assets
2,539,495
2,525,127
-----------
-----------
Total assets less current liabilities
2,562,774
2,551,696
Creditors: amounts falling due after more than one year
19
( 380,100)
( 434,400)
Provisions
Taxation including deferred tax
20
( 5,167)
( 5,934)
-----------
-----------
Net assets
2,177,507
2,111,362
-----------
-----------
Capital and reserves
Called up share capital
23
9,000
9,000
Share premium account
24
15,000
15,000
Foreign exchange reserve
24
( 23,204)
( 1,347)
Profit and loss account
24
2,176,711
2,088,709
-----------
-----------
Total shareholders' funds
2,177,507
2,111,362
-----------
-----------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 22 December 2025 , and are signed on behalf of the board by:
N Ladefoged
Director
Company registration number: 06508110
DLD ENTERPRISES LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 2024
2024
2023
Note
£
£
Fixed assets
Tangible assets
14
23,279
26,569
Investments
15
5,025,000
5,025,000
-----------
-----------
5,048,279
5,051,569
Current assets
Stocks
16
6,262
7,871
Debtors
17
30,720
219,298
Cash at bank and in hand
112,097
41,376
--------
--------
149,079
268,545
Creditors: amounts falling due within one year
18
( 2,602,798)
( 3,127,074)
-----------
-----------
Net current liabilities
( 2,453,719)
( 2,858,529)
-----------
-----------
Total assets less current liabilities
2,594,560
2,193,040
Creditors: amounts falling due after more than one year
19
( 380,100)
( 434,400)
Provisions
Taxation including deferred tax
20
( 5,253)
( 6,000)
-----------
-----------
Net assets
2,209,207
1,752,640
-----------
-----------
Capital and reserves
Called up share capital
23
9,000
9,000
Share premium account
24
15,000
15,000
Profit and loss account
24
2,185,207
1,728,640
-----------
-----------
Total shareholders' funds
2,209,207
1,752,640
-----------
-----------
The profit for the financial year of the parent company was £ 542,667 (2023: £ 602,386 ).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 22 December 2025 , and are signed on behalf of the board by:
N Ladefoged
Director
Company registration number: 06508110
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
DLD ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2024
Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total
£
£
£
£
£
At 26 December 2022
9,000
15,000
1
( 1,139,554)
( 1,115,553)
Profit for the year
3,228,263
3,228,263
Other comprehensive income for the year:
Foreign currency retranslation
–
–
( 1,348)
–
( 1,348)
------
-------
------
-----------
-----------
Total comprehensive income for the year
–
–
( 1,348)
3,228,263
3,226,915
At 31 December 2023
9,000
15,000
( 1,347)
2,088,709
2,111,362
Profit for the year
174,102
174,102
Other comprehensive income for the year:
Foreign currency retranslation
–
–
( 21,857)
–
( 21,857)
------
-------
-------
-----------
-----------
Total comprehensive income for the year
–
–
( 21,857)
174,102
152,245
Dividends paid and payable
12
–
–
–
( 86,100)
( 86,100)
----
----
----
-------
-------
Total investments by and distributions to owners
–
–
–
( 86,100)
( 86,100)
------
-------
-------
-----------
-----------
At 31 December 2024
9,000
15,000
( 23,204)
2,176,711
2,177,507
------
-------
-------
-----------
-----------
DLD ENTERPRISES LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2024
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 26 December 2022
9,000
15,000
1,126,254
1,150,254
Profit for the year
602,386
602,386
------
-------
-----------
-----------
Total comprehensive income for the year
–
–
602,386
602,386
At 31 December 2023
9,000
15,000
1,728,640
1,752,640
Profit for the year
542,667
542,667
------
-------
-----------
-----------
Total comprehensive income for the year
–
–
542,667
542,667
Dividends paid and payable
12
–
–
( 86,100)
( 86,100)
----
----
-------
-------
Total investments by and distributions to owners
–
–
( 86,100)
( 86,100)
------
-------
-----------
-----------
At 31 December 2024
9,000
15,000
2,185,207
2,209,207
------
-------
-----------
-----------
DLD ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2024
2024
2023
£
£
Cash flows from operating activities
Profit for the financial year
174,102
3,228,263
Adjustments for:
Depreciation of tangible assets
6,189
5,489
Amortisation of intangible assets
–
131,921
Other interest receivable and similar income
( 10,984)
( 2,564)
Interest payable and similar expenses
422,430
424,370
Loss on disposal of tangible assets
170
–
Tax on profit
26,049
265,415
Impairment of loans to other related entities
–
25,000
Reversal of impairment of loans to other related entities
–
(2,248,335)
Changes in:
Stocks
( 2,482,897)
2,962,242
Trade and other debtors
369,064
( 719,980)
Trade and other creditors
( 857,215)
745,573
-----------
-----------
Cash generated from operations
( 2,353,092)
4,817,394
Tax paid
( 247,026)
( 684,700)
-----------
-----------
Net cash (used in)/from operating activities
( 2,600,118)
4,132,694
-----------
-----------
Cash flows from investing activities
Purchase of tangible assets
( 3,069)
( 5,940)
Interest received
10,984
2,564
-----------
-----------
Net cash from/(used in) investing activities
7,915
( 3,376)
-----------
-----------
Cash flows from financing activities
Proceeds from borrowings
614,546
–
Repayments of borrowings
–
( 4,385,966)
Loans from other related entities
1,835,870
941,080
Interest paid
( 422,430)
( 424,370)
Dividends paid
( 86,100)
–
-----------
-----------
Net cash from/(used in) financing activities
1,941,886
( 3,869,256)
-----------
-----------
Net (decrease)/increase in cash and cash equivalents
( 650,317)
260,062
Cash and cash equivalents at beginning of year
1,488,581
1,229,867
Exchange losses on cash and cash equivalents
( 21,857)
( 1,348)
-----------
-----------
Cash and cash equivalents at end of year
816,407
1,488,581
-----------
-----------
DLD ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 12 North Bar, Banbury, OX16 0TB.
2. Statement of compliance
These financial statements have been prepared in accordance with the Companies Act 2006 and applicable accounting standards including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102').
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity. Monetary amounts in these financial statements are rounded to the nearest pound. The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
Going concern
The director has a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. The company and the group therefore continues to adopt the going concern basis in preparing its financial statements.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) No cash flow statement has been presented for the company. (b) Disclosures in respect of financial instruments have not been presented. (c) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The consolidated financial statements incorporate the financial statements of the company and all group undertakings. Acquisitions are accounted for under the acquisitor method. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated statement of income is published, a separate statement of income for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
Judgements and key sources of estimation uncertainty
In applying the company's accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. 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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. Critical judgements in applying the company's accounting policies The critical judgements that the director has 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 director has considered both internal and external sources of information such as market conditions, counterparty credit ratings and experience recoverability. There have been no indicators of impairment identified during the current financial period. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below. (i) Estimating value in use Where an indication of impairment exists the director will carry out an impairment review to determine the recoverable amount, which is the higher of fair value less cost to sell and value in use. The value in use calculation requires the director to estimate the future cash flows expected to arise from the asset or the cash generating unit and a suitable discount rate in order to calculate present value. (ii) Recoverability of receivables The company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the director considers factors such as the ageing of the receivables, past experience of recoverability, and the credit profile of individual or groups of customers. (iii) Determining useful economic lives of property, plant and equipment The company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.
Turnover
Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Turnover from services are recognised when the services are provided to the customer.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Operating leases
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Business combinations and goodwill
Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction. Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination. Goodwill purchased from the acquisition of a new store is capitalised and written off on a straight line basis over its useful economic life, which is the lesser of the trading property lease period or the period of the franchise agreement.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
10 - 33% per annum straight line basis
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Leasehold improvements
-
Straight line basis over the term of the trading property
Fixtures, fittings and equipment
-
10 - 20% straight line basis
Investments
Investments in subsidiaries and other investments are accounted for at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Financial instruments
The group and company have chosen to adopt sections 11 and 12 of FRS 102 in respect of financial instruments. Basic financial assets, which include trade and other receivables, loans to other related entities and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. 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 estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. Basic financial liabilities, including trade and other payables, bank loans and overdrafts, loans from other related parties and group undertakings, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year of less. If not, then they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Employee benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Distributions to equity holders
Dividends and other distributions to the company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.
4. Turnover
Turnover arises from:
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Sale of goods
23,377,432
28,398,866
Rendering of services
207,000
481,000
------------
------------
23,584,432
28,879,866
------------
------------
The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
United Kingdom
21,713,693
26,478,800
Overseas
1,870,739
2,401,066
------------
------------
23,584,432
28,879,866
------------
------------
5. Operating profit
Operating profit or loss is stated after charging/crediting:
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Amortisation of intangible assets
–
131,921
Depreciation of tangible assets
6,189
5,489
Loss on disposal of tangible assets
170
–
Foreign exchange differences
392,583
76,549
Impairment of loans to other related entities
–
25,000
Reversal of impairment of loans to other related entities
–
(2,248,335)
--------
-----------
6. Auditor's remuneration
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Fees payable for the audit of the financial statements
25,000
50,000
-------
-------
7. Staff costs
The average number of persons employed by the group during the year, including the director, amounted to:
2024
2023
No.
No.
Operatives
35
39
Administrative
6
6
Management
1
1
----
----
42
46
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Wages and salaries
623,309
633,341
Social security costs
34,904
33,662
Other pension costs
9,380
8,816
--------
--------
667,593
675,819
--------
--------
8. Director's remuneration
The director's aggregate remuneration in respect of qualifying services was:
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Remuneration
64,000
107,000
-------
--------
9. Other interest receivable and similar income
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Interest on cash and cash equivalents
4,346
360
Other interest receivable and similar income
6,638
2,204
-------
------
10,984
2,564
-------
------
10. Interest payable and similar expenses
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Interest on banks loans and overdrafts
419,984
421,507
Other interest payable and similar charges
2,446
2,863
--------
--------
422,430
424,370
--------
--------
11. Tax on profit
Major components of tax expense
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Current tax:
UK current tax expense
49
196,590
Adjustments in respect of prior periods
367
–
----
--------
Total UK current tax
416
196,590
Foreign current tax income
26,400
68,467
-------
--------
Total current tax
26,816
265,057
-------
--------
Deferred tax:
Origination and reversal of timing differences
( 767)
516
Adjustments in respect of prior periods
–
(158)
----
----
Total deferred tax
( 767)
358
-------
--------
Tax on profit
26,049
265,415
-------
--------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 23.52 %).
Period from
Year to
26 Dec 22 to
31 Dec 24
31 Dec 23
£
£
Profit on ordinary activities before taxation
200,151
3,493,678
--------
-----------
Profit on ordinary activities by rate of tax
50,038
821,732
Adjustment to tax charge in respect of prior periods
367
–
Effect of expenses not deductible for tax purposes
6,032
( 496,957)
Effect of different UK tax rates on some earnings
(15)
(367)
Lower tax rates on overseas earnings
(30,373)
(58,809)
Investment tax credit
–
(56)
Adjustments in respect of prior periods - deferred tax
–
(158)
Adjustment to opening deferred tax to average rate
–
(322)
Adjustment to closing deferred tax to average rate
–
352
--------
-----------
Tax on profit
26,049
265,415
--------
-----------
The group's overseas tax rates are lower than those in the UK because profits earned in Ireland are taxed at a rate of 12.5%.
An increase in the UK corporation tax rate from 19% to 25% (effective from 1 April 2023) was substantively enacted on 24 May 2021. For the financial period ended 31 December 2024, the current weighted averaged tax rate was 25% (2023: 23.52%). The deferred tax liability at 31 December 2024 has been calculated at 25%.
12. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):
2024
2023
£
£
Equity dividends on ordinary shares
86,100
–
-------
----
13. Intangible assets
Group
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
5,079,170
-----------
Amortisation
At 1 January 2024 and 31 December 2024
5,079,170
-----------
Carrying amount
At 1 January 2024 and 31 December 2024
–
-----------
At 31 December 2023
–
-----------
Company
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
330,000
--------
Amortisation
At 1 January 2024 and 31 December 2024
330,000
--------
Carrying amount
At 1 January 2024 and 31 December 2024
–
--------
At 31 December 2023
–
--------
14. Tangible assets
Group and company
Leasehold improvements
Fixtures, fittings and equipment
Total
£
£
£
Cost
At 1 January 2024
13,258
222,163
235,421
Additions
–
3,069
3,069
Disposals
–
( 6,996)
( 6,996)
-------
--------
--------
At 31 December 2024
13,258
218,236
231,494
-------
--------
--------
Depreciation
At 1 January 2024
13,160
195,692
208,852
Charge for the year
90
6,099
6,189
Disposals
–
( 6,826)
( 6,826)
-------
--------
--------
At 31 December 2024
13,250
194,965
208,215
-------
--------
--------
Carrying amount
At 31 December 2024
8
23,271
23,279
-------
--------
--------
At 31 December 2023
98
26,471
26,569
-------
--------
--------
15. Investments
Group
Other investments other than loans
£
Cost
At 1 January 2024 and 31 December 2024
338,000
--------
Impairment
At 1 January 2024 and 31 December 2024
338,000
--------
Carrying amount
At 1 January 2024 and 31 December 2024
–
--------
At 31 December 2023
–
--------
Company
Shares in group undertakings
Other investments other than loans
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
5,025,000
338,000
5,363,000
-----------
--------
-----------
Impairment
At 1 January 2024 and 31 December 2024
–
338,000
338,000
-----------
--------
-----------
Carrying amount
At 1 January 2024 and 31 December 2024
5,025,000
–
5,025,000
-----------
--------
-----------
At 31 December 2023
5,025,000
–
5,025,000
-----------
--------
-----------
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:
Registered office
Class of share
Percentage of shares held
Subsidiary undertakings
Caladanian Ltd
Spring Farm, Stackyard Green, Monks Eleigh, Ipswich IP7 7BD
Ordinary
100
Caladanian (EU) Limited
Cloncollig Industrial Estate, Tullamore, Co Offaly, Ireland
Ordinary
100
All of the above subsidiaries have been included in the consolidation. The interests in Caladanian (EU) Limited are held through the subsidiary company Caladanian Ltd. The principal activity of the above subsidiaries is that of importers and food wholesalers.
16. Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
6,262
7,871
6,262
7,871
Finished goods and goods for resale
6,004,421
3,519,915
–
–
-----------
-----------
------
------
6,010,683
3,527,786
6,262
7,871
-----------
-----------
------
------
17. Debtors
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade debtors
511,523
975,357
33
284
Prepayments and accrued income
68,232
115,162
30,296
29,095
Amounts owed by other related entities
1,654,453
2,993,471
–
189,148
Other debtors
393,662
251,962
391
771
-----------
-----------
-------
--------
2,627,870
4,335,952
30,720
219,298
-----------
-----------
-------
--------
Included within trade debtors are amounts due to other related entities as follows: Group £279 (2023: £4,128) Amounts owed by other related entities are receivable on demand.
18. Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans and overdrafts
3,609,068
2,940,222
54,300
54,300
Trade creditors
1,912,936
1,642,221
37,934
62,276
Amounts owed to group undertakings
–
–
1,373,624
1,513,424
Accruals and deferred income
317,983
811,763
57,350
34,402
Corporation tax
44,651
264,861
47,479
185,050
Social security and other taxes
11,016
9,101
24,105
119,216
Director loan accounts
522,084
1,157,984
511,084
1,157,984
Amounts owed to other related entities
496,852
–
496,852
–
Other creditors
875
1,040
70
422
-----------
-----------
-----------
-----------
6,915,465
6,827,192
2,602,798
3,127,074
-----------
-----------
-----------
-----------
Included within trade creditors are amounts due to other related entities as follows: Group £8,557 (2023: £14,861) Amounts owed to group undertakings and other related entities are payable on demand.
19. Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans and overdrafts
380,100
434,400
380,100
434,400
--------
--------
--------
--------
Bank loans are secured over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future.
20. Provisions
Group
Deferred tax (note 21)
£
At 1 January 2024
5,934
Amounts recognised in profit and loss account
(767)
------
At 31 December 2024
5,167
------
Company
Deferred tax (note 21)
£
At 1 January 2024
6,000
Amounts recognised in profit and loss account
(747)
------
At 31 December 2024
5,253
------
21. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Included in provisions (note 20)
5,167
5,934
5,253
6,000
------
------
------
------
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2024
2023
2024
2023
£
£
£
£
Accelerated capital allowances
5,312
6,000
5,312
6,000
Unused tax losses
( 59)
–
( 59)
–
Other short term timing differences
( 86)
( 66)
–
–
------
------
------
------
5,167
5,934
5,253
6,000
------
------
------
------
22. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 9,380 (2023: £ 8,816 ).
23. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary Class 1 shares of £ 1 each
9,000
9,000
9,000
9,000
------
------
------
------
24. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses.
25. Analysis of changes in net debt
At 1 Jan 2024
Cash flows
Other changes
Exchange movements
At 31 Dec 2024
£
£
£
£
£
Cash at bank and in hand
1,488,581
(650,317)
–
(21,857)
816,407
Debt due within one year
(2,940,222)
(614,546)
(54,300)
–
(3,609,068)
Debt due after one year
(434,400)
–
54,300
–
(380,100)
-----------
-----------
-------
-------
-----------
( 1,886,041)
( 1,264,863)
–
( 21,857)
( 3,172,761)
-----------
-----------
-------
-------
-----------
26. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Not later than 1 year
16,750
16,750
16,750
16,750
Later than 1 year and not later than 5 years
4,681
21,477
4,681
21,477
-------
-------
-------
-------
21,431
38,227
21,431
38,227
-------
-------
-------
-------
The amount recognised in the profit and loss account as an expense in relation to operating leases was £16,758 (2023: £17,026).
27. Related party transactions
Group
Information about related party transactions and outstanding balances is outlined below:
31 Dec 24 31 Dec 23
£ £
Amounts owed to key management personnel 522,084 1,157,984
Sales to other related parties 107,274 502,291
Purchases from other related parties 191,177 339,090
Management charges from other related parties 2,398,572 2,511,742
Interest receivable from other related parties 6,638 2,204
Amounts due from other related parties 1,649,523 2,997,599
Amounts owed to other related parties 508,649 14,861
Impairment of amounts owed from other related parties – 25,000
Company
Information about related party transactions and outstanding balances are outlined below:
31 Dec 24 31 Dec 23
£ £
Amounts owed to key management personnel 511,084 1,157,984
Sales to other related parties 72,000 481,000
Management charges from other related parties 280,000 –
Amounts owed to other related parties 496,852 –
Amounts owed from other related parties – 189,148
Impairment of amounts owed from other related parties – 25,000
The company is exempt from disclosing other related party transactions as they are with wholly owned subsidiaries.