Company registration number 10213240 (England and Wales)
DINNER LADY FAM LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MAY 2025
31 May 2025
DINNER LADY FAM LTD
COMPANY INFORMATION
Directors
Mr H Ijaz
Mr M Patel
Company number
10213240
Registered office
GM House
Wilkinson Way
Blackburn
BB1 2EH
Auditor
AMS Audit Limited
1 Hardman Street
Spinningfields
Manchester
M3 3HF
DINNER LADY FAM LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 26
DINNER LADY FAM LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025

The directors present the strategic report for the year ended 31 May 2025.

Review of the business

The Company’s principal activities continue to be the design, production, importation, and distribution of innovative smoking cessation and nicotine replacement products to retailers, wholesalers, and distributors across the UK, USA, EU, and other international markets. In addition, the Company sells products directly to UK consumers via its online platform.

The Company maintains a strong international presence, with products distributed in over 100 countries worldwide. Dinner Lady’s established brand strength, supported by a long-term strategy focused on delivering high-quality, well-designed products across key categories, has underpinned its global reach and growth. Performance is monitored through a robust key performance indicator (KPI) framework, designed to assess operational efficiency and customer satisfaction. Key KPIs include Quality on Time in Full Deliveries (QONTIF), qualified opportunity conversion, customer retention, customer attrition, and other relevant customer metrics.

The leadership team brings extensive experience across FMCG, retail, business services, legal, compliance, and digital sectors. The Company has implemented strong management practices with an emphasis on operational efficiency and automation. Ongoing training and development initiatives have supported the creation of a skilled and high-performing workforce. Collaboration with leading global business schools has further strengthened leadership capability, technical expertise, commercial awareness, organisational culture, and communication skills. Employee engagement is actively promoted through a structured participation and engagement programme managed by a dedicated internal team.

 

Financial Summary

Since its inception, the Company has delivered consistent year-on-year growth. However, during the financial year ended 31 May 2024, the business suffered a significant setback as a result of a major fire at its UK manufacturing and warehouse facility, which resulted in the total loss of the site, including substantial stock holdings and industry-leading equipment and machinery. This event had a material impact on operations at the beginning of the period under review.

During the year, the Company remained fully committed to rebuilding operations and strengthening the business. However, the impact of the fire limited the Company’s ability to invest in market opportunities during a period of industry growth, which contributed to a reduction in turnover in the year ended 31 May 2025.

Throughout FY2025, the business focused on stabilising operations and managing cash flow while progressing through the legal process to secure a full insurance claim settlement. As a result, turnover for the year decreased to £23,157,516 (FY2024: £26,881,316). Gross profit for the year was £8,665,665 (FY2024: £9,592,300). While this represents a reduction in absolute terms, the Company achieved an improved gross margin percentage compared to the prior year.

As a result of the stabilisation measures implemented during FY2025, the directors are confident that the Company is well positioned and on track to achieve its second highest year of turnover in the financial year ending 31 May 2026.

- 1 -
DINNER LADY FAM LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
Principal risks and uncertainties

The Company manages risk through a structured framework of policies, procedures, and internal controls. All policies are approved by the Board and are subject to ongoing review by management.

The Company places strong emphasis on compliance with all relevant legal and regulatory requirements. E-cigarettes and e-liquids sold in the UK are regulated under the Tobacco and Related Products Regulations 2016 (TRPR) and must be registered with the Medicines and Healthcare products Regulatory Agency (MHRA). The Company operates a dedicated compliance function responsible for ensuring full regulatory adherence. In addition, the Company works with specialist external partners to undertake comprehensive product testing to ensure continued compliance and the delivery of premium-quality products.

Credit risk is managed through appropriate credit checks on new customers, where applicable. Customer exposure is controlled through the application of individual credit limits, which are monitored by the Company’s Commercial Unit.

The Company is also exposed to foreign exchange risk, primarily relating to movements in EUR and USD exchange rates. A hedging strategy has been implemented to mitigate a proportion of this exposure.

Future developments

The Company remains focused on future growth through ongoing new product development, including innovation within core product ranges, expansion into adjacent markets, and continued technological advancement. These initiatives are expected to provide strategic advantage and support sustainable long-term growth.

On behalf of the board

Mr M Patel
Director
26 May 2026
- 2 -
DINNER LADY FAM LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025

The directors present their annual report and financial statements for the year ended 31 May 2025.

Principal activities

The principal activity of the company continued to be that of vape liquid wholesale.

Results and dividends

The results for the year are set out on page 8.

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 as follows:

Mr H Ijaz
Mr M Patel
Financial instruments
Liquidity risk

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The company uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Foreign currency risk

The company’s principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Auditor

The auditor, AMS Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

- 3 -
DINNER LADY FAM LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025

In preparing these financial statements, the directors are required to:

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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr M Patel
Director
26 May 2026
- 4 -
DINNER LADY FAM LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DINNER LADY FAM LTD
Opinion
- 5 -

We have audited the financial statements of Dinner Lady FAM Ltd (the 'company') for the year ended 31 May 2025 which comprise the profit and loss account, 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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:

DINNER LADY FAM LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DINNER LADY FAM LTD (CONTINUED)
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 strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors
- 6 -

As explained more fully in the directors' responsibilities statement, 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.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, drawing on our broad sector experience, and considered the risk of acts by the company that were contrary to these laws and regulations, including fraud. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and equivalent local laws and regulations.

 

We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence to relevant information, for example, minutes of the board meetings, legal reports provided to the Company and correspondence between the Company and its solicitors. Audit procedures performed by the engagement team included:

 

 

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

DINNER LADY FAM LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DINNER LADY FAM LTD (CONTINUED)

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.

Mr David Clegg BFP FCA (Senior Statutory Auditor)
For and on behalf of AMS Audit Limited, Statutory Auditor
Chartered Accountants
1 Hardman Street
Spinningfields
Manchester
M3 3HF
26 May 2026
- 7 -
DINNER LADY FAM LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2025
2025
2024
Notes
£
£
Turnover
3
23,157,516
26,881,316
Cost of sales
(14,491,851)
(17,289,016)
Gross profit
8,665,665
9,592,300
Administrative expenses
(9,625,233)
(13,534,766)
Other operating income
4,371,218
-
0
Operating profit/(loss)
4
3,411,650
(3,942,466)
Interest payable and similar expenses
8
(96,132)
(213,390)
Profit/(loss) before taxation
3,315,518
(4,155,856)
Tax on profit/(loss)
9
337,005
292,535
Profit/(loss) for the financial year
3,652,523
(3,863,321)

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

- 8 -
DINNER LADY FAM LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
2025
2024
£
£
Profit/(loss) for the year
3,652,523
(3,863,321)
Other comprehensive income
-
-
Total comprehensive income for the year
3,652,523
(3,863,321)
- 9 -
DINNER LADY FAM LTD
BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
629,012
667,019
Tangible assets
11
1,171,910
1,127,595
1,800,922
1,794,614
Current assets
Stocks
13
1,633,752
2,149,504
Debtors
14
8,577,589
6,073,341
Cash at bank and in hand
1,324,626
277,893
11,535,967
8,500,738
Creditors: amounts falling due within one year
15
(6,818,814)
(7,170,553)
Net current assets
4,717,153
1,330,185
Total assets less current liabilities
6,518,075
3,124,799
Creditors: amounts falling due after more than one year
16
(284,598)
(564,325)
Provisions for liabilities
Deferred tax liability
18
205,459
184,979
(205,459)
(184,979)
Net assets
6,028,018
2,375,495
Capital and reserves
Called up share capital
21
100
100
Profit and loss reserves
6,027,918
2,375,395
Total equity
6,028,018
2,375,495

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 26 May 2026 and are signed on its behalf by:
Mr M  Patel
Director
Company registration number 10213240 (England and Wales)
- 10 -
DINNER LADY FAM LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 June 2023
100
6,238,716
6,238,816
Year ended 31 May 2024:
Loss and total comprehensive income
-
(3,863,321)
(3,863,321)
Balance at 31 May 2024
100
2,375,395
2,375,495
Year ended 31 May 2025:
Profit and total comprehensive income
-
3,652,523
3,652,523
Balance at 31 May 2025
100
6,027,918
6,028,018
- 11 -
DINNER LADY FAM LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2025
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
1,934,426
(1,934,734)
Interest paid
(96,132)
(213,390)
Income taxes paid
(161,142)
(8,656)
Net cash inflow/(outflow) from operating activities
1,677,152
(2,156,780)
Investing activities
Purchase of intangible assets
(3,499)
-
0
Purchase of tangible fixed assets
(519,387)
(378,133)
Proceeds from disposal of tangible fixed assets
147,583
-
0
Net cash used in investing activities
(375,303)
(378,133)
Financing activities
Repayment of borrowings
-
0
(46,092)
Payment of finance leases obligations
(255,116)
(51,682)
Net cash used in financing activities
(255,116)
(97,774)
Net increase/(decrease) in cash and cash equivalents
1,046,733
(2,632,687)
Cash and cash equivalents at beginning of year
277,893
2,910,580
Cash and cash equivalents at end of year
1,324,626
277,893
- 12 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
Company information

Dinner Lady FAM Ltd is a private company limited by shares incorporated in England and Wales. The registered office is GM House, Wilkinson Way, Blackburn, BB1 2EH.

1.1
Accounting convention

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 amounts 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

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

At the year end, the company generated a net profit £3,652,523 and retained net assets of £6,028,018 on the balance sheet. The directors consider that this strong net asset position provides sufficient financial resilience to support the company's operations.

 

The company also maintains sufficient cash resources to meet its obligations as they arise, providing further support for the adoption of the going concern basis.

 

On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

1.3
Turnover
- 13 -

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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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.

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Patents & licenses
Straight line over 20 years
Trademarks
Straight line over 3 years
1.5
Tangible fixed assets
- 14 -

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

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:

Fixtures and fittings
Straight line over 3, 7 and 10 years
Motor vehicles
Straight line over 3 years

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
1.7
Stocks
- 15 -

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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.8
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.

1.9
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.

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.

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
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
- 16 -

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 loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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. Amounts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in 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 through 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.

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
Derecognition of financial liabilities
- 17 -

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

1.10
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.

1.11
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, 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.

1.12
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.

1.13
Retirement benefits

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

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
1.14
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 leases asset are consumed.

1.15
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
- 18 -

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 current and future periods.

Critical judgements

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

Patents and licences

The company owns various patents and licences with an expected useful economic life of 20 years. This is reviewed annually by the directors with an impairment review carried out via a value in use calculation. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the balance sheet date is £629,012 (2024: £667,019).

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Sale and manufacture of vape e-liquids and disposable vapes
23,157,516
26,881,316
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
3
Turnover
(Continued)
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
5,293,452
7,246,891
EU
15,952,272
16,022,116
USA
487,484
476,684
Rest of World
1,424,308
3,135,625
23,157,516
26,881,316
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(89,065)
41,585
Research and development costs
-
510,745
Depreciation of owned tangible fixed assets
195,527
189,566
Depreciation of tangible fixed assets held under finance leases
131,962
103,478
(Profit)/loss on disposal of tangible fixed assets
-
618,485
Amortisation of intangible assets
41,506
44,646
Operating lease charges
766,804
924,610
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
22,500
18,750
6
Employees

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

2025
2024
Number
Number
Directors
2
2
Administration
112
120
Total
114
122
- 19 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
6
Employees
(Continued)

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
4,088,199
4,636,764
Social security costs
411,553
461,634
Pension costs
77,118
88,321
4,576,870
5,186,719
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
81,500
91,271
Company pension contributions to defined contribution schemes
2,069
-
83,569
91,271
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
28,361
91,058
Other finance costs:
Interest on finance leases and hire purchase contracts
67,771
99,326
Other interest
-
0
23,006
96,132
213,390
9
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(357,484)
(264,527)
Deferred tax
Origination and reversal of timing differences
20,479
(28,008)
Total tax credit
(337,005)
(292,535)
- 20 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
9
Taxation
(Continued)

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

2025
2024
£
£
Profit/(loss) before taxation
3,315,518
(4,155,856)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
828,880
(1,038,964)
Tax effect of expenses that are not deductible in determining taxable profit
111,306
11,162
Tax effect of utilisation of tax losses not previously recognised
(705,712)
330,612
Unutilised tax losses carried forward
-
0
764,457
Permanent capital allowances in excess of depreciation
(50,372)
14,535
Research and development tax credit
(163,623)
-
0
Under/(over) provided in prior years
(357,484)
(264,527)
R&D enhanced expenditure
-
0
(109,810)
Taxation credit for the year
(337,005)
(292,535)
10
Intangible fixed assets
Patents & licenses
Trademarks
Total
£
£
£
Cost
At 1 June 2024
783,191
-
0
783,191
Additions
-
0
3,499
3,499
At 31 May 2025
783,191
3,499
786,690
Amortisation and impairment
At 1 June 2024
116,172
-
0
116,172
Amortisation charged for the year
40,582
924
41,506
At 31 May 2025
156,754
924
157,678
Carrying amount
At 31 May 2025
626,437
2,575
629,012
At 31 May 2024
667,019
-
0
667,019
- 21 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
10
Intangible fixed assets
(Continued)

Individual intangible assets that are material to the entity's financial statements are as follows:

 

The Company holds the intellectual property rights to the "Lemon Tart" recipe, a flavour used in a range of their products.

 

As of FY25 this asset has a carrying amount of £629,012 (2024:£667,019).

 

The remaining amortisation period is 17 years.

11
Tangible fixed assets
Fixtures and fittings
Motor vehicles
Total
£
£
£
Cost
At 1 June 2024
1,964,025
172,442
2,136,467
Additions
519,387
-
0
519,387
Disposals
(161,000)
-
0
(161,000)
At 31 May 2025
2,322,412
172,442
2,494,854
Depreciation and impairment
At 1 June 2024
951,391
57,481
1,008,872
Depreciation charged in the year
270,008
57,481
327,489
Eliminated in respect of disposals
(13,417)
-
0
(13,417)
At 31 May 2025
1,207,982
114,962
1,322,944
Carrying amount
At 31 May 2025
1,114,430
57,480
1,171,910
At 31 May 2024
1,012,634
114,961
1,127,595

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts. The depreciation charged in respect of assets held under finance lease or hire purchase was £74,481 (2024: £103,478).

2025
2024
£
£
Plant and equipment
400,891
475,372
Motor vehicles
57,480
114,961
458,371
590,333
- 22 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
12
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
7,841,208
5,359,346
Carrying amount of financial liabilities
Measured at amortised cost
3,689,074
6,794,095
13
Stocks
2025
2024
£
£
Finished goods and goods for resale
1,633,752
2,149,504
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,397,329
2,645,272
Other debtors
5,443,879
2,738,576
Prepayments and accrued income
736,381
689,493
8,577,589
6,073,341
15
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Obligations under finance leases
17
192,323
167,712
Trade creditors
2,366,597
3,866,841
Corporation tax
(47,420)
471,207
Other taxation and social security
821,694
469,576
Deferred income
19
2,640,064
-
0
Other creditors
14,176
63,761
Accruals and deferred income
831,380
2,131,456
6,818,814
7,170,553

Charges exist by way of security as fixed and floating charges over the assets of the entity. This is held by the bank in respect of overdraft and invoice financing facilities.

16
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Obligations under finance leases
17
284,598
564,325
- 23 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
17
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
192,323
177,250
In two to five years
284,598
554,787
476,921
732,037

Finance lease payments represent rentals payable by the company for certain items of plant and machinery, no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
205,459
184,979
2025
Movements in the year:
£
Liability at 1 June 2024
184,979
Charge to profit or loss
20,480
Liability at 31 May 2025
205,459
19
Deferred income
2025
2024
£
£
Other deferred income
2,640,064
-
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
77,118
88,321

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.

- 24 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
22
Operating lease commitments
As 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:

2025
2024
£
£
Within 1 year
167,173
174,444
Years 2-5
460,897
628,070
628,070
802,514

 

 

23
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
152,244
119,556
Transactions with related parties

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

Sales
Sales
Purchases
Purchases
2025
2024
2025
2024
£
£
£
£
Other related parties
69,746
115,581
282,644
598,088
2025
2024
Amounts due to related parties
£
£
Other related parties
-
0
40,974
- 25 -
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
23
Related party transactions
(Continued)

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Other related parties
5,231,342
2,396,432
24
Controlling party

By virtue of his majority shareholding, Mr M Patel is considered the ultimate controlling party.

25
Directors' transactions

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

At the year end, there was no balance due to or from the directors, comparatively no was due to the directors for 2025.

 

26
Cash generated from/(absorbed by) operations
2025
2024
£
£
Profit/(loss) after taxation
3,652,523
(3,863,321)
Adjustments for:
Taxation credited
(337,005)
(292,535)
Finance costs
96,132
213,390
(Gain)/loss on disposal of tangible fixed assets
-
618,485
Amortisation and impairment of intangible assets
41,506
44,646
Depreciation and impairment of tangible fixed assets
327,489
293,044
Movements in working capital:
Decrease in stocks
515,752
1,219,185
Increase in debtors
(2,504,248)
(2,225,797)
(Decrease)/increase in creditors
(2,497,787)
2,058,169
Increase in deferred income
2,640,064
-
Cash generated from/(absorbed by) operations
1,934,426
(1,934,734)
27
Analysis of changes in net funds/(debt)
1 June 2024
Cash flows
31 May 2025
£
£
£
Cash at bank and in hand
277,893
1,046,733
1,324,626
Lease liabilities
(732,037)
255,116
(476,921)
(454,144)
1,301,849
847,705
- 26 -
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