DINNER_LADY_FAM_LTD - Accounts


Company registration number 10213240 (England and Wales)
DINNER LADY FAM LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
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 Accountants Corporate Ltd
Chartered Accountants
Statutory Auditor
Floor 2
9 Portland Street
Manchester
M1 3BE
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 - 27
DINNER LADY FAM LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 1 -

The directors present the strategic report for the year ended 31 May 2023.

Review of the business

The Company’s principal activity continues to be the design, manufacture, import and distribution of innovative smoking cessation and nicotine replacement therapy products to retailers, wholesalers, distributors throughout the UK, USA, EU and Rest of the World. The company also sells direct to customers in the UK via its website.

 

The Company continues to be one of the leading premium brands worldwide with proven global appeal, available in over 100 countries. Dinner Lady’s brand power coupled with its long-term strategy of shaping the market with well-designed, quality products in key product categories has allowed the Company to achieve substantial growth globally.

 

Dinner Lady has continued to operate a robust KPI infrastructure to help monitor, measure, and maximise performance and customer satisfaction. Notable KPI’s within the Company include Quality on Time in Full Deliveries (QONTIF), Qualified Opportunity conversion, Customer Retention, Customer Attrition, and other key Customer metrics.

 

Dinner Lady with its established C-Suite has a wealth of experience in various industries and sectors including FMCG, Retail, Business Services, Legal, Compliance, and Digital. Dinner Lady has cultivated professional management practices with a key focus on efficiencies and automation. Through Training and Development, a resolute, competent, and high performing team has been created. Working closely with the top business schools in the world, the management and leadership team has developed skills with a holistic approach in all areas such as leadership, technical, commercial, culture and communication.

 

Dinner Lady continues to engage with all its members of staff through its employee participation and engagement programme. The company has a dedicated team which manages this programme and includes monthly companywide gatherings to ensure alignment and participation of all staff.

 

 

Financial summary

 

Dinner Lady has continued its phenomenal growth journey and has delivered the strongest year to date. Turnover for the year has increased by 74% from £24,034,058 in 2022 to £41,871,048 in 2023. The gross profit for 2023 was £14,899,229 (2022: £9,656,968). Profit before taxation was £4,137,706 (2022: £3,027,510) an increase of 36%.

 

 

The Company continues to operate with a stringent and robust approach towards the management of financials with commercial proportionality parameters and key ratios measured across the Profit & Loss, Balance Sheet, and Cashflow.

 

 

DINNER LADY FAM LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 2 -
Principal risks and uncertainties

The process of risk management is addressed through a strategic framework of policies, procedures, and internal controls. All policies are subject to Board approval and ongoing review by Management.

 

The Company takes a robust stance on the adherence of all legal and regulatory matters. The UK Tobacco and Related Products Regulations 2016 (TRPR) regulates e-cigarettes and e-liquids. All e-cigarettes and e-liquids sold in the UK must be registered with the Medicines and Healthcare products Regulatory Agency (MHRA). The Company has a well-established compliance unit, dedicated to ensuring that all compliance requirements are fulfilled. The Company has also partnered with numerous specialist firms to continue the thorough testing of all its products to ensure that it continues to deliver compliant, premium quality products.

 

Where appropriate, relevant credit checks are performed on potential customers before sales are made. The amount of exposure to any individual customer is limited and controlled by means of a credit limit which is monitored by its dedicated Commercial Unit.

 

The Company is exposed to the risk of fluctuations in foreign exchange rates (mainly EUR/​​DOL) and has developed a hedging strategy to minimise some of this risk.

Future developments

The Company has a strong focus on new product development through core innovation of existing products, introduction of adjacent markets, and technological advancement which provide a strategic advantage to support future growth.

 

Post year end one of the company's manufacturing facilities suffered a fire and was destroyed. The company is not wholly dependent on its warehouse for its operations given the diverse nature of its trade across the world and has several operating sites and has been able to trade despite the loss of its warehouse. However, this event has reduced the profitability of the company for the year ended 31st May 2024. The company is expected to return to full profitability for the year ended 31st May 2025

 

On behalf of the board

Mr M Patel
Director
24 May 2024
DINNER LADY FAM LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 May 2023.

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 Accountants Corporate Ltd, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

DINNER LADY FAM LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 4 -
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;

  • 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.

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
24 May 2024
DINNER LADY FAM LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DINNER LADY FAM LTD
- 5 -
Opinion

We have audited the financial statements of Dinner Lady FAM Ltd (the 'company') for the year ended 31 May 2023 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:

  • give a true and fair view of the state of the company's affairs as at 31 May 2023 and of its profit 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

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:

  • the information given in the strategic report and the directors' report 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.

DINNER LADY FAM LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DINNER LADY FAM LTD
- 6 -
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:

  • 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 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' 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:

 

  • Discussion with management, including consideration of known or suspected instances of noncompliance with laws and regulations and fraud;

  • Review of financial statement disclosures to underlying supporting documentation;

  • Challenging assumptions and judgements made by management in their significant accounting estimates;

 

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 for the audit of revised financial statements is located 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 (CONTINUED)
TO THE MEMBERS OF DINNER LADY FAM LTD
- 7 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with the Companies (Revision of Defective Accounts and Reports) Regulations 2008. 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 Accountants Corporate Ltd
29 May 2024
Chartered Accountants
Statutory Auditor
Chartered Accountants
Floor 2
9 Portland Street
Manchester
M1 3BE
DINNER LADY FAM LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
41,871,046
24,034,058
Cost of sales
(26,971,819)
(14,377,090)
Gross profit
14,899,227
9,656,968
Administrative expenses
(10,668,657)
(6,596,929)
Operating profit
4
4,230,570
3,060,039
Interest payable and similar expenses
7
(92,864)
(32,529)
Profit before taxation
4,137,706
3,027,510
Tax on profit
8
(765,993)
(108,963)
Profit for the financial year
3,371,713
2,918,547

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

DINNER LADY FAM LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2023
- 9 -
2023
2022
£
£
Profit for the year
3,371,713
2,918,547
Other comprehensive income
-
-
Total comprehensive income for the year
3,371,713
2,918,547
DINNER LADY FAM LTD
BALANCE SHEET
AS AT 31 MAY 2023
31 May 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
711,665
754,278
Tangible assets
11
1,141,347
1,418,911
1,853,012
2,173,189
Current assets
Stocks
13
3,368,689
2,221,508
Debtors
14
3,847,544
3,604,196
Cash at bank and in hand
2,910,580
305,807
10,126,813
6,131,511
Creditors: amounts falling due within one year
15
(5,394,506)
(4,988,634)
Net current assets
4,732,307
1,142,877
Total assets less current liabilities
6,585,319
3,316,066
Creditors: amounts falling due after more than one year
16
(133,516)
(245,988)
Provisions for liabilities
Deferred tax liability
19
212,987
202,975
(212,987)
(202,975)
Net assets
6,238,816
2,867,103
Capital and reserves
Called up share capital
21
100
100
Profit and loss reserves
6,238,716
2,867,003
Total equity
6,238,816
2,867,103

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 24 May 2024 and are signed on its behalf by:
Mr M  Patel
Director
Company registration number 10213240 (England and Wales)
DINNER LADY FAM LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2021
100
1,670,956
1,671,056
Year ended 31 May 2022:
Profit and total comprehensive income
-
2,918,547
2,918,547
Dividends
9
-
(1,722,500)
(1,722,500)
Balance at 31 May 2022
100
2,867,003
2,867,103
Year ended 31 May 2023:
Profit and total comprehensive income
-
3,371,713
3,371,713
Balance at 31 May 2023
100
6,238,716
6,238,816
DINNER LADY FAM LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
3,184,654
2,845,205
Interest paid
(92,864)
(24,364)
Income taxes paid
(310,723)
-
0
Net cash inflow from operating activities
2,781,067
2,820,841
Investing activities
Purchase of intangible assets
-
0
(783,191)
Purchase of tangible fixed assets
(63,384)
(101,311)
Net cash used in investing activities
(63,384)
(884,502)
Financing activities
Repayment of borrowings
46,092
-
0
Payment of finance leases obligations
(159,002)
(147,760)
Dividends paid
-
0
(1,722,500)
Net cash used in financing activities
(112,910)
(1,870,260)
Net increase in cash and cash equivalents
2,604,773
66,079
Cash and cash equivalents at beginning of year
305,807
239,728
Cash and cash equivalents at end of year
2,910,580
305,807
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
- 13 -
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

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are made aware of the following uncertainties which may cause doubt on the company's ability to continue as a going concern.

 

Post year end one of the company's manufacturing facilities suffered a fire and was destroyed. The company is in the process of pursuing an insurance claim, which has not yet been concluded.

 

The company is not wholly dependent on its warehouse for its operations given the diverse nature of its trade across the world and has several operating sites and has been able to trade despite the loss of its warehouse. However, this event has reduced the profitability of the company for the year ended 31st May 2024. The company is expected to return to a profitable position for the year ended 31st May 2025.

 

The directors are also aware of the ban on disposable vapes which is proposed to come into effect during 2025. The ban on disposable vapes in the UK is not regarded as a key risk to the company given its diverse portfolio and trade around the world.

 

The company have prepared detailed budgets and forecasts to support the going concern position. The company continues to show a profitable EBITDA position for the financial years ended 31st May 2024 and 31st May 2025. The forecasts show the company has sufficient headroom in order to meet its obligations as they fall due.

 

In addition, the company continues to have the support of its shareholders who will make funds available to meet the company's liabilities and obligations as they fall due. Therefore, the directors deem it appropriate to prepare the financial statements on a going concern basis.

1.3
Turnover

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.

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 2023
1
Accounting policies
(Continued)
- 14 -
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
5% Straight line basis
1.5
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.

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
Computers
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.

1.6
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 2023
1
Accounting policies
(Continued)
- 15 -
1.7
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.

 

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 2023
1
Accounting policies
(Continued)
- 16 -
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 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 2023
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

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 2023
1
Accounting policies
(Continued)
- 18 -
1.14
Leases

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

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 £754,278 (2022 - £711,665) and no impairment was required to be recognised.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Sale and manufacture of vape e-liquids and disposable vapes
41,871,046
24,034,058
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
3
Turnover
(Continued)
- 19 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
6,817,790
7,146,019
EU
29,401,912
12,133,747
USA
493,590
1,262,168
Rest of World
5,157,754
3,492,124
41,871,046
24,034,058
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Exchange losses
117,468
174,748
Fees payable to the company's auditor for the audit of the company's financial statements
18,750
14,500
Depreciation of owned tangible fixed assets
340,948
256,641
Depreciation of tangible fixed assets held under finance leases
-
115,057
Amortisation of intangible assets
42,613
28,913
Operating lease charges
301,332
225,703
5
Employees

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

2023
2022
Number
Number
Directors
2
2
Administration
130
119
Total
132
121

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
4,571,566
3,604,417
Social security costs
417,390
347,326
Pension costs
77,736
71,113
5,066,692
4,022,856
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 20 -
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
90,641
81,500
Company pension contributions to defined contribution schemes
-
291
90,641
81,791
7
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
26,268
-
Other finance costs:
Interest on finance leases and hire purchase contracts
18,251
24,363
Other interest
48,345
8,166
92,864
32,529
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
264,527
141,136
Adjustments in respect of prior periods
491,453
-
0
Total current tax
755,980
141,136
Deferred tax
Origination and reversal of timing differences
(54,085)
(32,173)
Changes in tax rates
64,098
-
0
Total deferred tax
10,013
(32,173)
Total tax charge
765,993
108,963
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
8
Taxation
(Continued)
- 21 -

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

2023
2022
£
£
Profit before taxation
4,137,706
3,027,510
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
786,164
575,227
Effect of change in corporation tax rate
6,654
-
0
Permanent capital allowances in excess of depreciation
(25,775)
(736)
Depreciation on assets not qualifying for tax allowances
64,780
-
0
Under/(over) provided in prior years
491,453
-
0
Deferred tax adjustments in respect of prior years
10,014
-
0
R&D Enhanced expenditure
(567,297)
(465,528)
Taxation charge for the year
765,993
108,963
9
Dividends
2023
2022
£
£
Final paid
-
0
1,722,500
10
Intangible fixed assets
Patents & licenses
£
Cost
At 1 June 2022 and 31 May 2023
783,191
Amortisation and impairment
At 1 June 2022
28,913
Amortisation charged for the year
42,613
At 31 May 2023
71,526
Carrying amount
At 31 May 2023
711,665
At 31 May 2022
754,278
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 22 -
11
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 June 2022
2,757,408
29,531
2,786,939
Additions
63,384
-
0
63,384
At 31 May 2023
2,820,792
29,531
2,850,323
Depreciation and impairment
At 1 June 2022
1,362,027
6,001
1,368,028
Depreciation charged in the year
337,947
3,001
340,948
At 31 May 2023
1,699,974
9,002
1,708,976
Carrying amount
At 31 May 2023
1,120,818
20,529
1,141,347
At 31 May 2022
1,395,381
23,530
1,418,911

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2023
2022
£
£
Plant and equipment
339,476
466,409
12
Financial instruments
2023
2022
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
3,041,586
2,947,567
Carrying amount of financial liabilities
Measured at amortised cost
4,447,287
3,791,883
13
Stocks
2023
2022
£
£
Finished goods and goods for resale
3,368,689
2,221,508
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 23 -
14
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
2,044,500
2,773,022
Other debtors
997,086
174,545
Prepayments and accrued income
805,958
656,629
3,847,544
3,604,196
15
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Obligations under finance leases
18
130,559
177,089
Other borrowings
17
46,092
-
0
Trade creditors
2,038,734
1,346,137
Corporation tax
744,390
299,132
Other taxation and social security
336,345
1,143,607
Other creditors
21,445
662,242
Accruals and deferred income
2,076,941
1,360,427
5,394,506
4,988,634

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 facilities.

16
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Obligations under finance leases
18
133,516
245,988
17
Loans and overdrafts
2023
2022
£
£
Other loans
46,092
-
0
Payable within one year
46,092
-
0
DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 24 -
18
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
130,560
143,132
In two to five years
133,515
279,945
264,075
423,077

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.

19
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
212,987
202,975
2023
Movements in the year:
£
Liability at 1 June 2022
202,975
Credit to profit or loss
(54,085)
Effect of change in tax rate - profit or loss
64,097
Liability at 31 May 2023
212,987
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
77,736
71,113

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.

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 25 -
21
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
22
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:

2023
2022
£
£
Within one year
268,333
326,250
Between two and five years
640,000
171,563
In over five years
26,667
-
0
935,000
497,813
23
Events after the reporting date

The company suffered a fire at its UK warehouse on 11 September 2023. As a result of the fire, it is estimated that around £520,000 of fixed assets were destroyed and £2,100,000 of stock was destroyed in the fire. In addition the fire, interrupted the operations of the business. The fire on 11 September 2023 is classed as a non-adjusting event and therefore is not recognised in the financial statements for the year ended 31 May 2023.

 

Following the fire, the company submitted an insurance claim. The insurance claim was for £2,600,000 but has been dismissed by the insurance company. Dinner Lady FAM Ltd have proceeded with a litigation claim against the insurance broker due to the voiding of the policy. At the date the balance sheet is signed the outcome of the case is uncertain and no costs have been provided for or insurance proceeds recognised in the financial statements for the year ended 31 May 2023.

 

24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
108,008
64,318
Transactions with related parties

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

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
24
Related party transactions
(Continued)
- 26 -
Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
£
£
£
£
Other related parties
88,762
-
0
67,876
-
2023
2022
Amounts due to related parties
£
£
Other related parties
13,066
512

The following amounts were outstanding at the reporting end date:

2023
2022
Amounts due from related parties
£
£
Other related parties
854,385
-
25
Controlling party

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

26
Directors' transactions

Dividends totalling £0 (2022 - £1,722,500) 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 £645,719 was due to the directors for 2022.

 

The above balance is interest free with no fixed date for repayment.

DINNER LADY FAM LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 27 -
27
Cash generated from operations
2023
2022
£
£
Profit for the year after tax
3,371,713
2,918,547
Adjustments for:
Taxation charged
765,993
108,963
Finance costs
92,864
32,529
Amortisation and impairment of intangible assets
42,613
28,913
Depreciation and impairment of tangible fixed assets
340,948
371,698
Movements in working capital:
Increase in stocks
(1,147,181)
(481,015)
Increase in debtors
(243,348)
(1,294,491)
(Decrease)/increase in creditors
(38,948)
1,160,061
Cash generated from operations
3,184,654
2,845,205
28
Analysis of changes in net funds/(debt)
1 June 2022
Cash flows
31 May 2023
£
£
£
Cash at bank and in hand
305,807
2,604,773
2,910,580
Borrowings excluding overdrafts
-
(46,092)
(46,092)
Obligations under finance leases
(423,077)
159,002
(264,075)
(117,270)
2,717,683
2,600,413
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