Company registration number 05180507 (England and Wales)
IBCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
IBCO LIMITED
COMPANY INFORMATION
Directors
Mr I Ahmed
Mr B Ahmed
Mr K Ahmed
Secretary
Mr B Ahmed
Company number
05180507
Registered office
Ibco Building
Hulme Hall Lane
Lord North Street
Miles Platting
Manchester
M40 8AD
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
IBCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 22
IBCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

The Wholesale Division delivered an improved business performance during the period, in line with management expectations. While the UK economic environment remains unpredictable, management considers the food sector to be relatively stable and continues to identify opportunities for growth within this market. The division has maintained its focus on supplying high-quality products sourced from Asia to both wholesale and retail customers.

The Cash & Carry operation continues to expand its delivery services and now provides coverage across the North West region, supporting increased customer reach and service capability.

During 2025, the business experienced challenges in sourcing certain products. These issues are temporary, and management expects supply conditions to improve during 2026.

Principal risks and uncertainties

The company is exposed to a variety of risks including price, credit, liquidity, exchange and global market conditions in the markets from which it procures and to which it supplies.

Price risk

The company is exposed to changes in the market price of raw materials reflecting the availability of produce and local inflationary and foreign exchange pressures. Availability is affected by both local supply conditions and global issues and the company manages the associated risks through branded products supplied from our own resources.

Credit risk

Credit risk is managed through strong credit management, application of individual credit limits and long term relationships with customers and suppliers.

Liquidity risk

The company is funded by a combination of related party loans, invoice financing and credit from related party suppliers. The invoice discount facility has been renewed until June 2025 which is the minimum period and we expect this to continue for the foreseeable future.

Global market conditions

The management maintain close working relationships with suppliers including regular visits to understand market conditions and trends which is complemented by involvement in and association with trade bodies and organisations and access to industry intelligence through trade publications.

Key performance indicators

| 2024 | 2023 | 2022
Turnover from operations | £31.7m | £31.5m | £31.2m
Gross profit from operations | £4.0 m | £2.6m | £4.0m
Gross profit % | 12.6 1% | 8.30% | 12.80%

Future developments

The UK economy continues to be affected by rising inflation, low growth and increasing interest rates which impact the company’s costs and markets. We expect these challenging conditions to impact on our performance but the directors are confident the company is well placed to meet the challenges.

On behalf of the board

10 March 2026
Mr K Ahmed
Director
IBCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activities of the company continued to be wholesale import and export supplying seafood and other foods to the supermarkets in the UK and the operation of a cash and carry business through our restaurant wholesale division.

Results and dividends

The results for the year are set out on page 6.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were:

Mr I Ahmed
Mr B Ahmed
Mr K Ahmed
Auditor

In accordance with the company's articles, a resolution proposing that Royce Peeling Green Limited be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

- make judgements 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 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr K Ahmed
10 March 2026
Director
IBCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IBCO LIMITED
- 3 -
Opinion

We have audited the financial statements of IBCO Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 - material uncertainty

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.

However, w e consider the uncertainty of the availability of sufficient committed borrowing facilities and the existence of cross guarantees in respect of the borrowings of a related party to be significant and therefore draw your attention to the disclosures made in Note 1.2 of the financial statements. Our opinion is not modified in this respect.

Based on the work we have performed, we have not identified any other 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. 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 our audit:

- the information given in the strategic report and the directors' r eport 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.

IBCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IBCO LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 either intend 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.

- At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how management seek to comply with them. This helps us to make appropriate risk assessments.

- During the audit we focus on relevant risk areas and review compliance with laws and regulations through making relevant enquiries and corroboration by, for example, reviewing Board Minutes and other documentation.

- We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

  1. Review of controls set in place by management

  2. Enquiry of management as to whether they consider fraud or other irregularities may have occurred or where such opportunity might exist

  3. Challenge of management assumptions with regard to accounting estimates

  4. Identification and testing of journal entries, particularly those which may appear to be unusual by size or nature.

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 are 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 F RC’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

IBCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IBCO LIMITED (CONTINUED)
- 5 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Chatten (Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited, Statutory Auditor
Chartered Accountants
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
10 March 2026
IBCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Turnover
3
31,756,405
31,470,848
Cost of sales
(27,751,115)
(28,892,363)
Gross profit
4,005,290
2,578,485
Distribution costs
(999,714)
(796,259)
Administrative expenses
(3,116,873)
(2,914,554)
Operating loss
4
(111,297)
(1,132,328)
Interest payable and similar expenses
7
(225,772)
(235,787)
Loss before taxation
(337,069)
(1,368,115)
Tax on loss
8
104,938
(32,768)
Loss for the financial year
(232,131)
(1,400,883)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

IBCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
391,123
425,912
Current assets
Stocks
10
6,756,536
7,912,759
Debtors
11
5,454,839
5,073,590
Cash at bank and in hand
199,661
257,686
12,411,036
13,244,035
Creditors: amounts falling due within one year
12
(11,406,087)
(11,885,800)
Net current assets
1,004,949
1,358,235
Total assets less current liabilities
1,396,072
1,784,147
Creditors: amounts falling due after more than one year
13
(5,285)
(56,291)
Provisions for liabilities
Deferred tax liability
15
-
0
104,938
-
(104,938)
Net assets
1,390,787
1,622,918
Capital and reserves
Called up share capital
16
1,000
1,000
Profit and loss reserves
1,389,787
1,621,918
Total equity
1,390,787
1,622,918

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 10 March 2026 and are signed on its behalf by:
Mr K Ahmed
Director
Company registration number 05180507 (England and Wales)
IBCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
1,000
3,022,801
3,023,801
Year ended 31 December 2023:
Loss and total comprehensive income
-
(1,400,883)
(1,400,883)
Balance at 31 December 2023
1,000
1,621,918
1,622,918
Year ended 31 December 2024:
Loss and total comprehensive income
-
(232,131)
(232,131)
Balance at 31 December 2024
1,000
1,389,787
1,390,787
IBCO LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
1,486,809
1,806,890
Interest paid
(225,772)
(235,787)
Income taxes refunded/(paid)
102,683
(335,294)
Net cash inflow from operating activities
1,363,720
1,235,809
Investing activities
Purchase of tangible fixed assets
(86,241)
(138,754)
Net cash used in investing activities
(86,241)
(138,754)
Financing activities
Increase in CID borrowings
139,386
108,666
Repayment of borrowings
(1,420,000)
(1,295,041)
Payment of finance leases obligations
(54,890)
(4,402)
Net cash used in financing activities
(1,335,504)
(1,190,777)
Net decrease in cash and cash equivalents
(58,025)
(93,722)
Cash and cash equivalents at beginning of year
257,686
351,408
Cash and cash equivalents at end of year
199,661
257,686
IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information

IBCO Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ibco Building, Hulme Hall Lane, Lord North Street, Miles Platting, Manchester, M40 8AD.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

In 202 true 4 the wholesale market in the UK was impacted by an oversupplied market which led to a drop in wholesale prices. The product margin was significantly lower than our normal level of trading. Our focus during 202 4 was mainly on reducing stock levels and being more efficient.

The cash & carry business maintained a more normal level of performance although inflationary pressure increased costs.

During 202 5 we have seen a significant improvement in trading and we expect to be more profitable. The bank facility is revolving and secured on the book debt. There is no evidence to suggest that this will not continue. The company is party to cross guarantees of bank borrowings with Seamark PLC and company subject to common control.

The directors have prepared forecasts of anticipated income and expenditure for the period to 31 March 2027 which reflect the impact of the measures set out above and which show that the company will have sufficient income to meet liabilities as they fall due.

The directors have confirmed that they have the means and the intention of providing the necessary financial support to the company if required.

The directors therefore consider that they have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and the company continues to adopt the going concern basis in preparing its financial statements.

1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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.

IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank facilities and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Other financial liabilities

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 s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both those periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Determin ing whether leases entered into by the company as a lessee are operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

Determin ing whether there are indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.

IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 15 -
Key sources of estimation uncertainty

The estimates and assumptions which carry a risk of causing material adjustment s to the carrying amount of assets and liabilities are as follows:

Where appropriate, slow moving stocks are written down to their net realisable valu e; the assessment of net realisable value takes account of factors such as the availability of outlet channels and the value realised.

In assessing the provision for doubtful debts, factors taken into acco u nt include debtor age profile, their historical payment performance and available credit data.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
IBCO division
19,354,842
19,149,827
Restaurant wholesale division
12,401,563
12,321,021
31,756,405
31,470,848
Turnover analysed by geographical market
United Kingdom
31,756,405
31,470,848
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange losses
84,428
58,405
Fees payable for the audit of the financial statements
35,393
33,431
Depreciation of owned tangible fixed assets
87,674
88,740
Depreciation of tangible fixed assets held under finance leases
33,356
44,475
Operating lease charges
311,016
311,016
5
Employees

The average monthly number of persons (including directors) employed during the year was:

2024
2023
Number
Number
Management
3
3
Administration
20
20
Cash and carry
43
43
Warehouse
32
29
98
95
IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 16 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,605,509
2,384,536
Social security costs
226,131
215,195
Pension costs
25,574
33,527
2,857,214
2,633,258

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
211,250
195,000
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
81,250
75,000
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
28,121
42,259
Other interest payable on financial liabilities
193,527
189,404
221,648
231,663
Other finance costs:
Interest on finance leases and hire purchase contracts
4,124
4,124
225,772
235,787
IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
8
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(8,543)
30,829
Changes in tax rates
-
0
1,939
Adjustment in respect of prior periods
(96,395)
-
0
Total deferred tax
(104,938)
32,768

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(337,069)
(1,368,115)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(84,267)
(321,781)
Unutilised tax losses carried forward
75,724
352,610
Effect of change in corporation tax rate
-
0
1,939
Deferred tax adjustments in respect of prior years
(96,395)
-
0
Taxation (credit)/charge for the year
(104,938)
32,768
9
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
255,352
1,336,142
227,244
1,818,738
Additions
60,670
25,571
-
0
86,241
At 31 December 2024
316,022
1,361,713
227,244
1,904,979
Depreciation and impairment
At 1 January 2024
107,369
1,091,380
194,077
1,392,826
Depreciation charged in the year
52,169
60,371
8,490
121,030
At 31 December 2024
159,538
1,151,751
202,567
1,513,856
Carrying amount
At 31 December 2024
156,484
209,962
24,677
391,123
At 31 December 2023
147,983
244,762
33,167
425,912
IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Tangible fixed assets
(Continued)
- 18 -

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

2024
2023
£
£
Plant and equipment
100,069
133,425
10
Stocks
2024
2023
£
£
Finished goods and goods for resale
6,756,536
7,912,759
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,310,464
3,177,722
Other debtors
1,970,579
1,797,874
Prepayments and accrued income
173,796
97,994
5,454,839
5,073,590
12
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
CID facility
14
2,116,609
1,977,223
Obligations under finance leases
59,871
63,755
Other borrowings
14
2,174,061
3,594,061
Trade creditors
2,123,561
1,526,447
Corporation tax
-
0
(102,683)
Other taxation and social security
291,373
97,918
Other creditors
4,300,875
4,504,679
Accruals and deferred income
339,737
224,400
11,406,087
11,885,800
13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Obligations under finance leases
5,285
56,291
IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
14
Loans and overdrafts
2024
2023
£
£
CID facility
2,116,609
1,977,223
Loans from related parties
2,174,061
3,594,061
4,290,670
5,571,284
Payable within one year
4,290,670
5,571,284

The company's banking and invoice discounting facilities are secured by fixed and floating charges over the assets of the company.

The related party loans are unsecured and repayable on demand and bear interest at 3.5%.

15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
96,395
104,938
Tax losses
(96,395)
-
-
104,938
2024
Movements in the year:
£
Liability at 1 January 2024
104,938
Credit to profit or loss
(104,938)
Liability at 31 December 2024
-
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
17
Debenture

Barclays Bank Plc holds a floating charge over the assets of the company in respect of guarantees totaling £100,000 given on behalf of the Company.

The company has also entered into a cross guarantee with Seamark PLC for all amounts owed to Barclays Bank PLC under a debenture dated 28 March 2022. At 31 December 2024 the amount subject to cross guarantee by the Company was £2,700,000.

18
Operating lease commitments: lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
441,244
441,244
Between two and five years
30,219
212,136
471,462
653,380
19
Directors' transactions

The company leases a flat in London from Mr I Ahmed. Rental costs charged in the year were £18,103 (2023: £18,103).

Other debtors includes directors' loan accounts totalling £182,031 (2023: £182,031). The loan accounts are unsecured, interest free and repayable on demand.

20
Ultimate controlling party

It is the opinion of the Directors, that the Board, of which no one individual has a majority shareholding, controls the company.

IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
21
Related party transactions

During the year the company entered into the following transactions with related parties:

Sales
Purchases
2024
2023
2024
2023
£
£
£
£
Seamark PLC
472,539
740,567
3,537,808
4,002,826
Vermilion Group Limited
243,125
-
-
-
Seamark (BD) Limited
-
0
-
0
5,548,351
6,265,709
IBCO Food Industries
-
-
1,287,899
1,253,875
Restaurant Wholesale Barking
856,931
1,124,597
-
125,831
Rent
Loan interest
2024
2023
2024
2023
£
£
£
£
Seamark PLC
240,000
240,000
180,000
165,000

Seamark PLC and Vermilion Group Limited are companies under common ownership and control.

Seamark (BD) Limited and IBCO Food Industries are Bangladeshi companies under common ownership. Trading is on equivalent terms with those applied by similar suppliers.

Restaurant Wholesale Barking and IBCO Enterprises are partnerships under common ownership and control.

Other transactions in the year included power costs recharge of £90,000 to Vermilion Group Limited

2024
2023
Amounts due to related parties
£
£
Seamark PLC
255,610
5,293,305
Vermilion Group Limited
-
492,168
Seamark (BD) Limited
1,455,582
1,935,613
IBCO Food Industries
433,569
348,136
Other related parties
-
11,415
2024
2023
Amounts due from related parties
£
£
Seamark PLC
496,478
594,532
Vermilion Group Limited
19,388
23,126
Restaurant Wholesale Barking
1,013,088
940,580
IBCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
22
Cash generated from operations
2024
2023
£
£
Loss after taxation
(232,131)
(1,400,883)
Adjustments for:
Taxation (credited)/charged
(104,938)
32,768
Finance costs
225,772
235,787
Depreciation and impairment of tangible fixed assets
121,030
133,215
Movements in working capital:
Decrease in stocks
1,156,223
3,319,478
Increase in debtors
(381,249)
(886,500)
Increase in creditors
702,102
373,025
Cash generated from operations
1,486,809
1,806,890
23
Analysis of changes in net debt
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
257,686
(58,025)
199,661
Borrowings excluding overdrafts
(5,571,284)
1,280,614
(4,290,670)
Obligations under finance leases
(120,046)
54,890
(65,156)
(5,433,644)
1,277,479
(4,156,165)
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