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Registered number: 11691692










CENTRAL FOODS GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CENTRAL FOODS GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
G Lauder 
A Lauder 




Registered number
11691692



Registered office
Maple Court
Ash Lane

Collingtree

Northampton

NN4 0NB




Independent auditor
MHA
Chartered Accountants & Statutory Auditors

Century House

The Lakes

Northampton

NN4 7HD





 
CENTRAL FOODS GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditor's Report
 
5 - 8
Consolidated Statement of Income and Retained Earnings
 
9
Consolidated Balance Sheet
 
10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Notes to the Financial Statements
 
15 - 29


 
CENTRAL FOODS GROUP LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors have pleasure in presenting their report and the financial statements for the year ended 31 December 2023.

Business review
 
The principal activity of the Company during the year was that of a holding company.
The principal activity of the Group during the year was that of frozen food brokers and specialist frozen food
suppliers to the wholesale and catering industries, operating from its base in Northamptonshire covering markets
across the United Kingdom and Northern Ireland.
Working closely with its client base, the Group aims to offer a wide range of frozen products, including frozen ‘free from’, vegetarian and vegan ranges to meet current market trends and customer requirements whilst continuing Group growth.  
The performance of the Group continues to be stable despite current economic conditions and their direct effects on manufacturing, storage and transportation costs. The results for the year, set out on page 9, show an increase in turnover for the year to £46,266,628 (2022 - £38,690,963) and a profit before tax for the year of £5,400,965 (2022 - £4,091,742). Turnover exceeded the expected % increase forecasted, the total turnover for 2023 increasing by 19.6% on 2022. 

Principal risks and uncertainties
 
Financial risk management objectives and policies
The Group constantly monitors working capital and has strong procedures in place with regards to credit control to ensure that the parameters set out within credit insurance contracts are fully maintained to minimise bad debt.
Principal risks
The key business risk affecting the Group remains the availability of credit insurance on several customers.  Where possible, the Group trades with a policy of "zero credit risk”.
The long-term effects of Covid-19 and Brexit on the hospitality industry are now minimal risk to the Group but manufacturer and transport staff shortages still have the potential to cause delays in receiving and delivering product, and suppliers, in some cases, making the decision to close factories/sites or reduce product ranges as a consequence.  The Group has worked tirelessly with suppliers during 2023 to significantly improve product availability, as indicated overleaf at the Product Availability * indicator.  
The UK cost of living crisis and economic volatility also continue to pose a significant risk as consumers look to save money by reducing their out-of-home spend, including in cost sector, as well as profit sector, hospitality venues.
The Group has made the necessary provisions regarding trade within Europe to prevent, where possible, any disruption to supply. The Group has continued with its withdrawal from the EU as a sales avenue but will continuously review.
 
Foreign exchange risk
The Group manages foreign exchange risk by spot purchasing on the day a purchase order is raised to reduce exposure. The Group also purchases, where possible, in £ sterling.

Page 1

 
CENTRAL FOODS GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Key performance indicators
 
The Directors regularly review the Group’s performance and service level indicators. The main KPI’s at the end of 2023 were as follows:
                   
 2023  2022
Current ratio                   2.46  2.49
Quick ratio                  1.90  1.95
Creditor days                 48.98  56.94
Debtor days                          48.18  52.13
        
Number of trading customers      213  213
Product complaints (per 1000 cases)    0.037  0.077
Product availability *      97.46% 88.01%
Charitable donations
During the year, the Group made donations to local organisations totalling £2,250 (2022 - £199).
Balance sheet
Fixed assets
Details of the 2023 movements for the buildings, vehicles and equipment of the Group are set out in Note 13 to the Financial Statements.
Net assets
Net assets for the year increased to £14,499,940 (2022 - £10,388,397).
Group strategy
The success of the Group is dependent on the correct selection, pricing and availability of the products offered to the market, whilst delivering to schedule. The Group has a stable employee base which is focused on delivering on these areas to both meet the demands of the customer and the needs of the Group. Customer Service is top priority.
The future
The war in Ukraine continues, and recent issues in the Middle East, have the potential to cause unprecedented delays or shortages of product. Increasing oil prices, interest rates, wage rises, and inflation continue to affect food pricing in its upward trend.  The Directors are continually reassessing the Group product range/sales focus with suppliers to future-proof the business against any such risks.
The Group continues to maintain its position as a first port-of call for wholesalers and, increasingly, for the larger, end-user catering chains looking to source products for these and other hospitality sectors. 
By maintaining a focus on providing product for ‘essential services’ eg schools, prisons, care homes etc, the Directors hope this strategy will help sustain a strong trading base for the Group.


This report was approved by the board and signed on its behalf.


................................................
G Lauder
Director

Date: 18 July 2024

Page 2

 
CENTRAL FOODS GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £4,111,543 (2022 - £3,450,585).

Dividends of £Nil (2022 - £Nil) were paid during the year.

Directors

The directors who served during the year were:

G Lauder 
A Lauder 

Matters covered in the Group Strategic Report

The directors have omitted certain items from the Directors' Report as they are disclosed within the Group Strategic Report instead, in accordance with S414C (11) of the Companies Act 2006.

Page 3

 
CENTRAL FOODS GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, MHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
G Lauder
Director

Date: 18 July 2024

Page 4

 
CENTRAL FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CENTRAL FOODS GROUP LIMITED
 

Opinion


We have audited the financial statements of Central Foods Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 5

 
CENTRAL FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CENTRAL FOODS GROUP LIMITED (CONTINUED)


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 ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
CENTRAL FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CENTRAL FOODS GROUP LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• Enquiry of management and those charged with governance around actual and potential litigation and          claims;
• Performing audit work over the risk of management override of controls, including testing of journal and         other adjustments for appropriateness, evaluating the business rationale of significant transactions                 outside the normal course of business and reviewing accounting estimates for bias;
• Reviewing financial statement disclosures and testing to supporting documentation to access compliance    with applicable laws and regulations.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Page 7

 
CENTRAL FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CENTRAL FOODS GROUP LIMITED (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 2006Our 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.





Rebecca Hughes BSc (Hons) FCCA (Senior Statutory Auditor)
for and on behalf of
MHA
Chartered Accountants
Statutory Auditors
Northampton, United Kingdom

 
Date: 
 
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales
(registered number OC312313)
20 July 2024
Page 8

 
CENTRAL FOODS GROUP LIMITED
 
 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
46,266,628
38,690,963

Cost of sales
  
(39,769,872)
(33,426,724)

Gross profit
  
6,496,756
5,264,239

Administrative expenses
  
(338,437)
(196,111)

Other operating charges
  
(870,745)
(940,865)

Operating profit
 5 
5,287,574
4,127,263

Interest receivable and similar income
 8 
147,262
18,398

Interest payable and similar expenses
 9 
(33,871)
(53,919)

Profit before tax
  
5,400,965
4,091,742

Tax on profit
 10 
(1,289,422)
(641,157)

Profit after tax
  
4,111,543
3,450,585

  

  

Retained earnings at the beginning of the year
  
10,388,060
6,937,475

Profit for the year attributable to the owners of the parent
  
4,111,543
3,450,585

Retained earnings at the end of the year
  
14,499,603
10,388,060

The notes on pages 15 to 29 form part of these financial statements.

Page 9

 
CENTRAL FOODS GROUP LIMITED
REGISTERED NUMBER: 11691692

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
-
73,327

Tangible assets
 12 
33,377
38,625

  
33,377
111,952

Current assets
  

Stocks
 14 
4,365,343
3,717,145

Debtors: amounts falling due within one year
 15 
9,144,021
5,517,424

Cash at bank and in hand
 16 
8,798,321
7,823,365

  
22,307,685
17,057,934

Creditors: amounts falling due within one year
 17 
(7,839,247)
(6,778,744)

Net current assets
  
 
 
14,468,438
 
 
10,279,190

Total assets less current liabilities
  
14,501,815
10,391,142

Provisions for liabilities
  

Deferred taxation
 18 
(1,875)
(2,745)

  
 
 
(1,875)
 
 
(2,745)

Net assets
  
14,499,940
10,388,397


Capital and reserves
  

Called up share capital 
 19 
15,000,000
15,000,000

Merger reserve
 20 
(14,999,663)
(14,999,663)

Profit and loss account
 20 
14,499,603
10,388,060

Equity attributable to owners of the parent Company
  
14,499,940
10,388,397


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
G Lauder
Director

Date: 18 July 2024

The notes on pages 15 to 29 form part of these financial statements.

Page 10

 
CENTRAL FOODS GROUP LIMITED
REGISTERED NUMBER: 11691692

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 13 
14,999,999
14,999,999

  
14,999,999
14,999,999

Current assets
  

Debtors: amounts falling due within one year
 15 
3,000,001
1

  
3,000,001
1

Total assets less current liabilities
  
 
 
18,000,000
 
 
15,000,000

  

  

Net assets
  
18,000,000
15,000,000


Capital and reserves
  

Called up share capital 
 19 
15,000,000
15,000,000

Profit for the year
  
3,000,000
-

Profit and loss account carried forward
  
3,000,000
-

  
18,000,000
15,000,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
G Lauder
Director

Date: 18 July 2024

The notes on pages 15 to 29 form part of these financial statements.

Page 11

 
CENTRAL FOODS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
15,000,000
(14,999,663)
6,937,475
6,937,812


Comprehensive income for the year

Profit for the year
-
-
3,450,585
3,450,585



At 1 January 2023
15,000,000
(14,999,663)
10,388,060
10,388,397


Comprehensive income for the year

Profit for the year
-
-
4,111,543
4,111,543


At 31 December 2023
15,000,000
(14,999,663)
14,499,603
14,499,940


Page 12

 
CENTRAL FOODS GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
15,000,000
-
15,000,000


Total transactions with owners
-
-
-



At 1 January 2023
15,000,000
-
15,000,000


Comprehensive income for the year

Profit for the year
-
3,000,000
3,000,000
Total comprehensive income for the year
-
3,000,000
3,000,000


At 31 December 2023
15,000,000
3,000,000
18,000,000


Page 13

 
CENTRAL FOODS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
4,111,543
3,450,585

Adjustments for:

Amortisation of intangible assets
73,327
73,326

Depreciation of tangible assets
19,857
27,053

Loss on disposal of tangible assets
366
-

Interest paid
33,871
53,919

Interest received
(147,262)
(18,398)

Taxation charge
1,289,422
641,157

Increase in stocks
(648,198)
(1,036,108)

Increase in debtors
(3,626,597)
(257,226)

Increase in creditors
711,198
3,022,981

Corporation tax paid
(940,987)
(488,956)

Net cash generated from operating activities

876,540
5,468,333


Cash flows from investing activities

Purchase of tangible fixed assets
(14,975)
(14,587)

Interest received
147,262
18,398

Net cash from investing activities

132,287
3,811

Cash flows from financing activities

Interest paid
(33,871)
(53,919)

Net cash used in financing activities
(33,871)
(53,919)

Net increase in cash and cash equivalents
974,956
5,418,225

Cash and cash equivalents at beginning of year
7,823,365
2,405,140

Cash and cash equivalents at the end of year
8,798,321
7,823,365


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
8,798,321
7,823,365


Page 14

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Central Foods Group Limited is a private company limited by shares, registered in England and Wales, registered number 11691692.
The registered office and principal place of business is Maple Court, Ash Lane, Collingtree, Northampton, Northamptonshire, NN4 0NB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Group and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The Directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment.

Page 15

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 16

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Income and Retained Earnings over its useful economic life.



Page 17

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Outbuildings
-
10%
straight line
Motor vehicles
-
25%
straight line
Fixtures and fittings
-
25%
straight line
Equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less cots to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. 

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 18

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the
Page 19

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily separated from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
Within the financial statements there is, a provision for stock with less than six months shelf life, to mitigate the risk of stock reaching it's expiration date prior to being sold. Management review this on a regular basis and deem this to be reasonable.
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the Group.

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Amortisation
73,327
73,326

Depreciation
19,857
27,053

Other operating lease rentals
50,400
44,663

Page 20

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
20,500
18,000


7.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
767,385
690,613
-
-

Social security costs
81,050
50,506
-
-

Cost of defined contribution scheme
22,468
17,695
-
-

870,903
758,814
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Management staff
2
2
2
2



Administrative staff
15
14
-
-

17
16
2
2

The Company has no employees other than directors, who did not receive any remuneration (2022 - £Nil)


8.


Interest receivable

2023
2022
£
£


Other interest receivable
147,262
18,398

Page 21

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
33,871
53,919


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
1,290,292
610,781

Adjustments in respect of previous periods
-
(282)


Total current tax
1,290,292
610,499

Deferred tax


Origination and reversal of timing differences
(870)
30,658

Total deferred tax
(870)
30,658


Tax on profit
1,289,422
641,157
Page 22

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
5,400,965
4,091,742


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
1,350,241
777,431

Effects of:


Non-tax deductible amortisation of goodwill and impairment
13,932
13,932

Eligible asset depreciation
4,670
1,802

Capital allowances for year in excess of depreciation
(3,974)
(16,012)

Adjustments to tax charge in respect of prior periods
-
(282)

Other timing differences leading to an increase (decrease) in taxation
(870)
30,658

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
-
(158,419)

Changes in provisions leading to an increase (decrease) in the tax charge
-
(7,953)

Other differences leading to an increase (decrease) in the tax charge
87
-

Marginal relief
(74,664)
-

Total tax charge for the year
1,289,422
641,157


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2023
1,066,563



At 31 December 2023

1,066,563



Amortisation


At 1 January 2023
993,236


Charge for the year on owned assets
73,327



At 31 December 2023

1,066,563



Net book value



At 31 December 2023
-



At 31 December 2022
73,327



Page 24

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets

Group






Out-buildings
Motor vehicles
Fixtures and fittings
Equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
8,760
32,466
104,495
72,825
218,546


Additions
-
-
1,123
13,852
14,975


Disposals
-
-
-
(10,647)
(10,647)



At 31 December 2023

8,760
32,466
105,618
76,030
222,874



Depreciation


At 1 January 2023
5,399
16,327
94,831
63,364
179,921


Charge for the year on owned assets
876
5,869
3,501
9,611
19,857


Disposals
-
-
-
(10,281)
(10,281)



At 31 December 2023

6,275
22,196
98,332
62,694
189,497



Net book value



At 31 December 2023
2,485
10,270
7,286
13,336
33,377



At 31 December 2022
3,361
16,139
9,664
9,461
38,625

Page 25

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
14,999,999



At 31 December 2023
14,999,999




Subsidiary undertaking
At the year end the subsidiary investment of the Company relates to 100% of the Ordinary share capital of Central Foods Limited which has the same registered office address as the Company.



14.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
266,225
163,209

Finished goods and goods for resale
4,099,118
3,553,936

4,365,343
3,717,145



15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
5,905,323
5,310,305
-
-

Other debtors
3,094,914
91,826
3,000,001
1

Prepayments and accrued income
143,784
115,293
-
-

9,144,021
5,517,424
3,000,001
1


Page 26

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
8,798,321
7,823,365



17.


Creditors: Amounts falling due within one year

Group
Group
2023
2022
£
£

Trade creditors
6,899,371
6,181,549

Corporation tax
740,086
390,781

Other creditors
3,186
2,289

Accruals and deferred income
196,604
204,125

7,839,247
6,778,744



18.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(2,745)
27,913


Charged to profit or loss
870
(30,658)



At end of year
(1,875)
(2,745)




2023
2022



The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(1,875)
(2,745)

Page 27

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



15,000,000 (2022 - 15,000,000) Ordinary shares of £1.00 each
15,000,000
15,000,000



20.


Reserves

Merger Reserve

The merger reserve relates to the difference between the cost of the investment in Central Foods Group Limited and the total share capital acquired.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


21.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £22,468 (2022 - £17,695). There were no outstanding contributions payable to the fund at either the current or prior year end.


22.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
775
6,210

Later than 1 year and not later than 5 years
-
775

775
6,985
Page 28

 
CENTRAL FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Related party transactions

The Company has advanced a loan amounting to £3,000,000 (2022 - £Nil) to Lauder Group Limited, a company in which the Directors have a controlling interest. There are no set terms for this loan and no interest is charged. At the year end £3,000,000 (2022 - £Nil) was due from Lauder Group Limited.


24.


Controlling party

The controlling parties of the Group are considered to be the directors by virtue of their controlling shareholding of the Group.

 
Page 29