Virto Frozen Foods Limited Accounts Cover |
Company No. 08155736 | |||||||||
Virto Frozen Foods Limited Contents |
Pages | |||||||||
Company Information | 2 | ||||||||
Directors' Report | 3 | ||||||||
Auditor's Report | 4 to 6 | ||||||||
Profit and Loss Account | 7 | ||||||||
Statement of Comprehensive Income | 8 | ||||||||
Balance Sheet | 9 | ||||||||
Notes to the Accounts | 10 to 18 | ||||||||
Virto Frozen Foods Limited Company Information |
Company Number | |||||||||
08155736 | |||||||||
Directors | |||||||||
Registered Office | |||||||||
Auditors | |||||||||
36 Tyndall Court | |||||||||
Commerce Road | |||||||||
Lynchwood | |||||||||
Peterborough | |||||||||
PE2 6LR | |||||||||
Virto Frozen Foods Limited Directors Report |
The Directors present their report and the accounts for the period ended 31 December 2024. | |||||||||
Principal activities | |||||||||
Directors | |||||||||
The Directors who served at any time during the period were as follows: | |||||||||
Statement of directors' responsibilities | |||||||||
The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. | |||||||||
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 judgments and 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. | ||||||||
* | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements | ||||||||
The directors are responsible for keeping adequate accounting records that 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 of information to auditor | |||||||||
Signed on behalf of the board | |||||||||
L.C. Howard | |||||||||
Director | |||||||||
28 May 2026 | |||||||||
Virto Frozen Foods Limited Independent Auditors Report to the members of Virto Frozen Foods Limited |
Opinion | |||||||||
We have audited the financial statements of Virto Frozen Foods Limited (the 'company') for the period ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet and the Notes to the Accounts, 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: | |||||||||
for the period 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 applicable law and International Standards on Auditing (UK) (ISAs (UK). 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. | |||||||||
Material Uncertainty relating to going concern | |||||||||
We draw attention to Note 2 Accounting Policies - Going concern in the financial statements, which indicates that the company is dependent upon the support of its parent undertaking, however there is no contractual certainty that the parent will provide this support. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. | |||||||||
Our opinion is not modified in respect of this matter. | |||||||||
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. | |||||||||
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. | |||||||||
Opinion on other matters prescribed by the Companies Act 2006 | |||||||||
In our opinion, based upon the work undertaken in the course of the audit: | |||||||||
• the information given in the directors' report for the financial period for which the financial statements are prepared is consistent with the accounts; and | |||||||||
• the directors' report has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. | |||||||||
• 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; or | |||||||||
• the directors were not entitled to prepare the financial statements in accordance with the small | |||||||||
companies regime and take advantage of the small companies' exemptions in preparing the | |||||||||
directors' report and from the requirement to prepare a strategic report. | |||||||||
Responsibilities of directors | |||||||||
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. | |||||||||
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: | |||||||||
(i) We reviewed accounting policies for evidence of management bias and ensured that the accounting policies were correctly applied to the financial statements. (ii) We identified the laws and regulations applicable to the company through discussion with directors and our knowledge of the business. (iii) To address the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments. (iv) We enquired of management as to actual and potential litigation, claims and fraud. (v) We reviewed financial statement disclosures. | |||||||||
We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. The primary responsibility for the prevention and detection of fraud rests with those charged with the governance of the company and management. | |||||||||
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 FRC's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. | |||||||||
Other Matters | |||||||||
In the previous accounting period the Directors of the company took advantage of audit exemption under s477 of the Companies act 2006. Therefore the prior period financial statements were not subject to audit. | |||||||||
Use of this 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 auditors' 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. | |||||||||
Senior Statutory Auditor | |||||||||
For and on behalf of | |||||||||
Chartered Accountants and Statutory Auditors | |||||||||
36 Tyndall Court | |||||||||
Commerce Road | |||||||||
Lynchwood | |||||||||
Peterborough | |||||||||
PE2 6LR | |||||||||
Virto Frozen Foods Limited Profit and Loss Account |
for the period ended 31 December 2024 | ||||||||||
Period ended | Year ended | |||||||||
31/12/2024 | 31/03/2024 | |||||||||
£ | £ | |||||||||
Turnover | ||||||||||
Cost of Sales | ( | ( | ||||||||
Gross profit | ||||||||||
Administrative expenses | ( | ( | ||||||||
Operating profit/(loss) | ( | |||||||||
Interest payable and similar charges | ( | |||||||||
Profit/(Loss) on ordinary activities before taxation | ( | |||||||||
Taxation | ||||||||||
Profit/(Loss) for the financial period after taxation | ( | |||||||||
Virto Frozen Foods Limited Statement of Comprehensive Income |
STATEMENT OF COMPREHENSIVE INCOME | ||||||||||
for the period ended 31 December 2024 | ||||||||||
Period ended | Year ended | |||||||||
31/12/2024 | 31/03/2024 | |||||||||
£ | £ | |||||||||
Profit/(Loss) for the financial period after taxation | ( | |||||||||
Total comprehensive income for the period | ( | |||||||||
Virto Frozen Foods Limited Balance Sheet |
at | As restated | |||||||||
Company No. | Notes | 31 12 2024 | 31 03 2024 | |||||||
£ | £ | |||||||||
Fixed assets | ||||||||||
Tangible assets | 4 | |||||||||
Current assets | ||||||||||
Debtors | 5 | |||||||||
Cash at bank and in hand | ||||||||||
Creditors: Amount falling due within one year | 6 | ( | ( | |||||||
Net current liabilities | ( | ( | ||||||||
Total assets less current liabilities | ||||||||||
Net assets | ||||||||||
Capital and reserves | ||||||||||
Called up share capital | ||||||||||
Profit and loss account | 8 | |||||||||
Total equity | ||||||||||
Approved by the board on 28th May 2026 and signed on its behalf by: | ||||||||||
Approved by the board on 28 May 2026 and signed on its behalf by: | ||||||||||
L.C. Howard | ||||||||||
Director | ||||||||||
28 May 2026 | ||||||||||
Virto Frozen Foods Limited Notes to the Accounts |
for the period ended 31 December 2024 | |||||||||||||||||||
1 | General information | ||||||||||||||||||
Virto Frozen Foods Limited is a private company limited by shares and incorporated in England and Wales. | |||||||||||||||||||
Its registered number is: 08155736 | |||||||||||||||||||
Its registered office is: | |||||||||||||||||||
2 | Accounting policies | ||||||||||||||||||
Accounting Convention | |||||||||||||||||||
The financial statements are prepared using the historical cost convention, and presented in Sterling (£) which is the functional currency of the company. Figures are rounded to the nearest £. | |||||||||||||||||||
Change in length of Reporting Period | |||||||||||||||||||
The length of the reporting period has changed from 12 months to 9 months to 31st December 2024 due to the company aligning its year end with its parent company. | |||||||||||||||||||
Therefore prior year figures are not directly comparable. | |||||||||||||||||||
Prior Period Adjustment | |||||||||||||||||||
During the current year, it was identified that certain liabilities included within creditors due after more than one year at 31 March 2024 did not meet the definition of non‑current liabilities, based on information available at that date. | |||||||||||||||||||
As a result, the comparative figures have been restated to reclassify £32,950 from creditors due after more than one year to creditors due within one year. The reclassification has no impact on profit or net assets previously reported. | |||||||||||||||||||
The balance of creditors: amounts falling due after more than one year as previously reported was £32,950 and, following restatement, is £nil. | |||||||||||||||||||
The balance of creditors: amounts falling due within one year as previously reported was £14,992, and, following restatement, is £47,942. | |||||||||||||||||||
Going Concern | |||||||||||||||||||
The Directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business for a period of at least 12 months from the date the financial statements are authorised for issue, in accordance with the Companies Act 2006 and FRS 102. | |||||||||||||||||||
In assessing whether the going concern basis is appropriate, the Directors have considered all relevant information available about the future, including the Company’s financial position, performance and liquidity. The Company has net assets of £16.8k (March 2024: £15.8k, as restated) and reported a profit after tax of £1.1k for the current period (March 2024: loss of £2.8k). At the reporting date, the Company had net current liabilities of £5.8k (March 2024: £14.4k, as restated). | |||||||||||||||||||
To enable the Directors to assess the adequacy of the financial facilities available to the Company, they have prepared and reviewed management information, including forecasts of expected expenditure and revenue from services provided to the wider group, which extend beyond one year from the date of approval of these financial statements. | |||||||||||||||||||
The Board has also obtained a letter of support from the immediate parent company, Ultracongelados Virto S.A.U, confirming its intention to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements. In addition, confirmations have been received that the parent company does not intend to demand repayment of amounts owed by the Company to the group for the foreseeable future. | |||||||||||||||||||
The Directors have considered the level and timing of the Company’s potential cash requirements in reaching their conclusion. However, they acknowledge that the letter of support is not legally binding, and there is no contractual certainty that the parent company will provide such funding or that repayment of existing group balances will not be required. Should the support of the group be required and not forthcoming, the Company may be unable to secure alternative funding, which would result in insufficient cash resources to enable it to meet its liabilities as they fall due. | |||||||||||||||||||
Accordingly, these conditions indicate the existence of a material uncertainty that may cast significant doubt over the Company’s ability to continue as a going concern. The financial statements have nevertheless been prepared on a going concern basis, as the Directors consider it appropriate to do so having regard to the matters described above. | |||||||||||||||||||
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 accounts when the company becomes party to the contractual provisions of the instrument. | |||||||||||||||||||
Basic financial assets and liabilities | |||||||||||||||||||
Debtors and creditors with no stated interest rate and receivable or payable within on year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. | |||||||||||||||||||
Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs and are subsequently measures at amortised cost using the effective interest rate. | |||||||||||||||||||
Turnover | |||||||||||||||||||
Tangible fixed assets and depreciation | |||||||||||||||||||
At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. | |||||||||||||||||||
Motor vehicles | |||||||||||||||||||
Furniture, fittings and equipment | |||||||||||||||||||
Taxation | |||||||||||||||||||
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss account because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period. Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible timing differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. | |||||||||||||||||||
Trade and other debtors | |||||||||||||||||||
Cash and cash equivalents | |||||||||||||||||||
Cash and cash equivalents comprise cash in hand and balances held with banks that are repayable on demand. | |||||||||||||||||||
Cash equivalents are short‑term, highly liquid investments that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value. | |||||||||||||||||||
Trade and other creditors | |||||||||||||||||||
Foreign currencies | |||||||||||||||||||
Leased assets | |||||||||||||||||||
Leases which do not transfer substantially all the risks and rewards of ownership to the Company are classified as operating leases. Assets held under finance leases are initially recognised as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet date as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Company's policy on borrowing costs (see the accounting policy above). Assets held under finance leases are depreciated in the same way as owned assets. Operating lease payments are recognised as an expense on a straight-line basis over the lease term. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis. | |||||||||||||||||||
Short-term employee benefits | |||||||||||||||||||
When employees have rendered service to the Company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid exchange for that service. | |||||||||||||||||||
Defined contribution pensions | |||||||||||||||||||
The contributions are recognised as expenses when they fall due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds. | |||||||||||||||||||
Provisions | |||||||||||||||||||
Provisions are charged as an expense to the profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet. | |||||||||||||||||||
3 | Employees | Period ended | Year ended | ||||||||||||||||
31/12/2024 | 31/03/2024 | ||||||||||||||||||
Number | Number | ||||||||||||||||||
The average monthly number of employees (including directors) during the period: | |||||||||||||||||||
4 | Tangible fixed assets | ||||||||||||||||||
Motor vehicles | Fixtures, fittings and equipment | Total | |||||||||||||||||
£ | £ | £ | |||||||||||||||||
Cost or revaluation | |||||||||||||||||||
At 1 April 2024 | |||||||||||||||||||
At 31 December 2024 | |||||||||||||||||||
Depreciation | |||||||||||||||||||
At 1 April 2024 | |||||||||||||||||||
Charge for the year | |||||||||||||||||||
At 31 December 2024 | |||||||||||||||||||
Net book values | |||||||||||||||||||
At 31 December 2024 | |||||||||||||||||||
At 31 March 2024 | 30,180 | - | |||||||||||||||||
5 | Debtors | Period ended | Year ended | ||||||||||||||||
31/12/2024 | 31/03/2024 | ||||||||||||||||||
£ | £ | ||||||||||||||||||
Trade debtors | |||||||||||||||||||
VAT recoverable | |||||||||||||||||||
Other debtors | |||||||||||||||||||
6 | Creditors: | As restated | |||||||||||||||||
amounts falling due within one year | Period ended | Year ended | |||||||||||||||||
31/12/2024 | 31/03/2024 | ||||||||||||||||||
£ | £ | ||||||||||||||||||
Bank loans and overdrafts | |||||||||||||||||||
Obligations under finance lease and hire purchase contracts | |||||||||||||||||||
Trade creditors | |||||||||||||||||||
Amounts owed to group undertakings | |||||||||||||||||||
Taxes and social security | |||||||||||||||||||
Other creditors | |||||||||||||||||||
Accruals and deferred income | |||||||||||||||||||
7 | Share Capital | ||||||||||||||||||
8 | Reserves | ||||||||||||||||||
9 | Related party disclosures | ||||||||||||||||||
During the year, the company entered into transactions with Ultracongelados Virto S.A.U. | |||||||||||||||||||
Until 10 July 2024, Ultracongelados Virto S.A.U was considered a related party by virtue of a director in common. During this period, the company received income of £65,992 (31 March 2024: £227,223) from Ultracongelados Virto S.A.U in respect of sales agency services provided. | |||||||||||||||||||
From 10 July 2024, Ultracongelados Virto S.A.U became the parent undertaking, holding 100% of the issued share capital of Virto Frozen Foods Limited. In accordance with FRS 102 Section 33, the company has taken advantage of the exemption not to disclose transactions with wholly‑owned group undertakings for the period following acquisition. | |||||||||||||||||||
Parent Company | |||||||||||||||||||
The directors regard Virto Frozen Foods Group S.L. as the ultimate parent company and Ultracongelados Virto S.A.U as the immediate parent company. | |||||||||||||||||||
The largest group of undertakings for which group accounts have been drawn up is headed by | |||||||||||||||||||
Virto Frozen Foods Group S.L. | |||||||||||||||||||
Copies of the group accounts may be obtained at the address noted below. | |||||||||||||||||||
The registered office of the ultimate and immediate parent companies is: | |||||||||||||||||||
Polígono Industrial | |||||||||||||||||||
Parcela C | |||||||||||||||||||
31560 Azagra | |||||||||||||||||||
Navarra | |||||||||||||||||||
Spain | |||||||||||||||||||