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Registered number:
FOR THE PERIOD ENDED 31 JULY 2025
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MUSCLEFOOD GROUP LTD
COMPANY INFORMATION
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MUSCLEFOOD GROUP LTD
CONTENTS
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MUSCLEFOOD GROUP LTD
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JULY 2025
The directors present their strategic report for the period ended 31 July 2025 for Musclefood Group Limited ("the Company") and its subsidiaries (together "the Group").
The trading subsidiary Muscle Foods Limited has continued to face challenging trading conditions in recent years. A combination of external factors, including the global pandemic, the conflict in Ukraine and sustained domestic inflation, resulted in supply chain disruption and increased cost pressures.
In July 2025, the majority of the shares in Musclefood Group Limited were acquired by We Are Soupa Limited. In the period since then a restructuring review was undertaken in order to simplify the business management, operations and strategic direction The directors are of the opinion that with the planned and implemented changes, the business will have a stable infrastructure and management team in place to ensure business stability and capacity to implement the long-term growth and development plans. 2025 2024 £ £ Revenue 22,982,987 31,277,712 Gross Profit 3,779,417 4,846,801 Gross Profit % 16.4% 15.5% Operating Costs 9,978,199 12,575,310 Profit/Loss Before Tax 1,058,997 (7,735,161) While gross margin improved year-on-year, it remains affected by material cost inflation and the strategic decision not to pass these increases fully onto customers during a period of repositioning and wider economic pressure on consumers. During the period, the Group secured additional investment to support the continued development of the business. With the new strategic plans now in progress, the Directors expect the Group to become self-sufficient within the next two years. Although overall results remain below expectations, the Directors are confident that the actions taken have strengthened the business and will underpin future performance and sustainable growth.
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MUSCLEFOOD GROUP LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
The principal risks and uncertainties facing the Group continue to include market competition, supply chain volatility and developments in technology. Management monitors these risks on an ongoing basis and has implemented appropriate controls to mitigate their potential impact.
Market competition remains a key risk, with competitor activity continually assessed to ensure the Group maintains an appropriate market position. The Group continues to engage closely with customers to safeguard service levels and product quality, while marketing expenditure is monitored to ensure that investment delivers measurable returns. The supply chain environment remains exposed to fluctuations in availability, lead times and input costs. The Group works proactively with its suppliers to maintain quality standards and to reduce the risk of disruption. Product innovation continues to be an important strategic focus, and the Group collaborates with its supply chain to ensure that its customer proposition remains competitive and aligned to market expectations. Technology-related risks are managed through ongoing investment in the Group’s IT infrastructure and business systems. The Group’s platforms provide real-time visibility of trading performance, supporting accurate forecasting and informed operational decision-making. Continued development in these systems is expected to enhance both customer experience and internal efficiency. Given the broader international nature of the supply chain, global economic and geopolitical events continue to present potential risks to availability and cost of raw materials. The insight and support provided by the Group’s shareholders and new ownership structure remain valuable in identifying and managing these wider external risks.
A cohesive funded strategy is now in place to optimise the future success of the business in line with market development and growth opportunities. This will be underpinned by new platform developments and focusing on customer service, product diversity and product quality and business efficiency.
This report was approved by the board and signed on its behalf.
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MUSCLEFOOD GROUP LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JULY 2025
The directors present their report and the financial statements for the period ended 31 July 2025.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £785,747 (2024 - loss £8,796,766).
No dividends will be distributed for the period ended 31 July 2025.
The directors who served during the period were:
Political contributions The Group made no political donations during the period. Going concern As discussed in the strategic report the business was acquired by the new owners prior to year end. As a result of this the business has commenced a significant restructure and focus on a new strategic direction. Whilst the Group has generated a pre-tax profit of £1,058,997 this was due to the above sale and re-structure. Net liabilities have decreased by £1,885,747 year on year, performance post year end has improved and is expected to continue to improve as we align to the new strategic direction.
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MUSCLEFOOD GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
Part of the review involved the preparation of the 2-year cashflow projection and comparison to actual trading results. Management has provided an updated forecast for FY26 and FY27 based upon the performance to date and the revised strategic direction.
Based on these projections, the Group is expected to be cash generative in future years and has sufficient means to continue to trade and to meet its ongoing liabilities as and when they fall due. This is dependent upon the Group achieving the forecast results. Revenue is on target with the Group's original budget. Whilst the Group continues to be loss making; management have prepared forecasts that predict that the trading subsidiary, Musclefoods Limited, will return to profitability in FY27 based on a number of initiatives that have commenced to diversify revenue streams and synergy savings across the wider business group. The directors are satisfied that there is sufficient funding in place, to implement the robust plans and therefore the going concern is an appropriate basis for preparation of the accounts. Notwithstanding this assessment, the directors recognise that there are issues which indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
Objectives and policies
The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors and hire purchase agreements. The main purpose of these instruments is to finance the Group's operations. Price risk, credit risk, liquidity risk and cash flow risk Liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through careful management of the day to day cashflows. In respect of loans, these comprise loans from hire purchase financing institutions. Interest rates on loans from financial institutions are variable but repayments are fixed. The Group ensures that sufficient funds are available to meet repayments. Trade debtors are managed by policies concerning the credit offered to customers and regular monitoring of amounts outstanding.
The auditor, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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MUSCLEFOOD GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
This report was approved by the board and signed on its behalf.
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MUSCLEFOOD GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP LTD
We have audited the financial statements of Musclefood Group Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 July 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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 Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We draw attention to note 2.3 in the financial statements, which indicates that the ongoing performance of the
Group with restraints to cashflows and reliance on parental company support is indicative of material uncertainty regarding the adoption of the going concern basis within the financial statements. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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MUSCLEFOOD GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP LTD (CONTINUED)
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. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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 Group strategic report or the Directors' report.
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MUSCLEFOOD GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP LTD (CONTINUED)
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 Group 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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:
∙The engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙We identified the laws and regulations applicable to the Group through discussion with directors and
other management, and from our commercial knowledge and experience of the relevant sector;
∙The specific laws and regulations which we considered may have a direct material effect on the financial
statements or the operations of the Group, are as follows;
°Companies Act 2006.
°FRS102.
°Health and Safety legislation.
∙We assessed the extent of compliance with the laws and regulations identified above through making
enquiries of management, reviewing board minutes and inspecting legal correspondence; and
∙Laws and regulations were communicated within the audit team at the planning meeting, and during the
audit as any further laws and regulation were identified.
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MUSCLEFOOD GROUP LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP LTD (CONTINUED)
We assessed the susceptibility of the Group’s financial statements to material misstatement,
including obtaining an understanding of how fraud might occur by:
∙Making enquires of management as to where they consider there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud;
∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations;
∙Reviewing the financial statements and testing the disclosures against supporting documentation;
∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
∙Inspecting and testing journal entries to identify unusual or unexpected transactions;
∙Assessing whether judgements and assumptions made in determining significant accounting estimates,
including stock obsolescence, depreciation and bad debt provision were indicative of management bias; and
∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the
Group’s usual course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Leytonstone House
3 Hanbury Drive
London
E11 1GA
Date:
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MUSCLEFOOD GROUP LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JULY 2025
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MUSCLEFOOD GROUP LTD
REGISTERED NUMBER: 13881890
CONSOLIDATED BALANCE SHEET
AS AT 31 JULY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 39 form part of these financial statements.
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MUSCLEFOOD GROUP LTD
REGISTERED NUMBER: 13881890
COMPANY BALANCE SHEET
AS AT 31 JULY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 39 form part of these financial statements.
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