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Mindful Chef Topco Limited

Annual Report and Financial Statements
Year Ended 31 December 2023

Registration number: 12990076

 

Mindful Chef Topco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 8

Profit and Loss Account

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12 to 20

 

Mindful Chef Topco Limited

Company Information

Chief executive

Timothy Lee

Directors

Robert Grieg-Gran

Myles Hopper

Giles Humphries

Paolo Fagnoni

Richard Watson

Nikhil Chand

Registered office

Haxby Road
York
YO31 8TA

Auditors

PKF Francis Clark
Statutory Auditor
Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Taunton
Somerset
TA1 2PX

 

Mindful Chef Topco Limited

Strategic Report for the Year Ended 31 December 2023

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

Fair review of the business

The Company’s balance sheet consists primarily of its investment in Mindful Chef Ltd of £45,216,325 (2022 - £45,153,003). In addition there is £11,611,176 (2022: £10,725,284) of amounts owed by group undertakings, which remains unchanged from prior year apart from the applicable interest income.

On 1st August 2023, Mindful Chef HoldCo Limited was dissolved so the investment has been written off.

During the year the Company transitioned to FRS 101 from FRS 102 in order to align to its ultimate parent's accounting standards. The impact on profit and net assets is £nil (2022 - £nil).

Principal risks and uncertainties

The company does not operate independently of the rest of the Mindful Chef Group and therefore the principal risks and uncertainties, as discussed in the Mindful Chef Limited financial statements, are the most relevant to the company.

Section 172(1) statement

The directors acknowledge their duty under section 172 of the UK Companies Act 2006 and consider that they have acted in the way that, in good faith, would be most likely to promote the success of their company for the benefit of its members as a whole. The following section describes how the directors of this Company have had regard to these matters when performing their duty.

The Company is an immediate holding company within the Nestlé S.A group and therefore, key decisions which affect the Group, this Company and stakeholders are principally made by the Board of the intermediate parent company Nestlé UK Limited, as well as the board of its subsidiary, Mindful Chef Limited. Further details of how the Board of Nestlé UK Limited and Mindful Chef Limited have had regard to s172(1) (a) to (f) in the current financial year can be found in those financial statements.

The Directors have considered all the Company's stakeholders and the long-term consequences of the decisions taken, including any impact on the Company's reputation.

Approved by the board on 26 April 2024 and signed on its behalf by:
 

.........................................
Timothy Lee
Chief executive

 

Mindful Chef Topco 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' of the company

The directors, who held office during the year, were as follows:

Stefano Agostini (resigned 1 March 2023)

Wayne England (resigned 31 July 2023)

Robert Grieg-Gran

Myles Hopper

Giles Humphries

Timothy Lee - Chief executive

Paolo Fagnoni

Richard Watson (appointed 13 March 2023)

Nikhil Chand (appointed 1 August 2023)

Financial instruments

Objectives and policies

The company holds an intercompany debtor and an investment in a subsidiary, all of which are deemed to be basic financial instruments, in order to fund the investments made in subsidiary undertakings and fulfil the company’s role as a holding company.

Price risk, credit risk, liquidity risk and cash flow risk

The company does not operate independently of the rest of the Mindful Chef Group. The directors of the company monitor the group performance and thus valuation of intra-group balances on an ongoing basis. The directors do not consider there to be exposure to liquidity risk, currency risk and credit risk for the company.

Streamlined Energy and Carbon Reporting

Mindful Chef Topco Limited qualifies as a low energy user as it has consumed less than 40,000 kWh of energy in the year and is therefore exempt from preparing Streamlined Energy and Carbon Reporting.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the board on 26 April 2024 and signed on its behalf by:
 

.........................................
Timothy Lee
Chief executive

 

Mindful Chef Topco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

 

Mindful Chef Topco Limited

Independent Auditor's Report to the Members of Mindful Chef Topco Limited

Opinion

We have audited the financial statements of Mindful Chef Topco Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework'.

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 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 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Mindful Chef Topco Limited

Independent Auditor's Report to the Members of Mindful Chef Topco Limited

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and the Directors' Report.

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

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors’ remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, 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 Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Mindful Chef Topco Limited

Independent Auditor's Report to the Members of Mindful Chef Topco Limited

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the group’s website for indication of any regulations and certification in place and discussed these with the relevant individuals responsible for compliance. The key regulations we identified were those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the company’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements.

Reviewing legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance.

As part of our enquiries, we discussed with management whether there had been any instances of known or alleged fraud.

We assessed the susceptibility of the financial statements to material misstatement through management override or fraud and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. Based upon our understanding we designed and conducted audit procedures including:

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.

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. This risk increases the
further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk 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, collusion, omission or misrepresentation.

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

 

Mindful Chef Topco Limited

Independent Auditor's Report to the Members of Mindful Chef Topco Limited

Use of our report

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

......................................
Nicholas Farrant BA MSc FCA (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor

Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Taunton
Somerset
TA1 2PX

26 April 2024

 

Mindful Chef Topco Limited

Profit and Loss Account

Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

-

-

Administrative expenses

 

(17,626)

-

Operating loss

(17,626)

-

Interest receivable and similar income

7

885,892

574,370

 

885,892

574,370

Profit before tax

 

868,266

574,370

Tax on profit

8

(99,055)

(200,900)

Profit for the year

 

769,211

373,470

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

 

Mindful Chef Topco Limited

Balance Sheet

31 December 2023

Note

31 December
2023
£

31 December
2022
£

Fixed assets

 

Investments

9

45,216,325

45,153,003

Current assets

 

Trade and other receivables

10

11,611,176

10,725,284

Creditors: Amounts falling due within one year

11

(299,956)

(200,901)

Net current assets

 

11,311,220

10,524,383

Net assets

 

56,527,545

55,677,386

Capital and reserves

 

Called up share capital

13

654,430

654,430

Share premium reserve

 

53,331,210

53,331,210

Share option reserve

 

898,638

817,690

Retained earnings

 

1,643,267

874,056

Shareholders' funds

 

56,527,545

55,677,386

Approved by the board and authorised for use on 26 April 2024 and signed on its behalf by:

.........................................

Timothy Lee

Chief executive

Company registration number: 12990076

 

Mindful Chef Topco Limited

Statement of Changes in Equity

Year Ended 31 December 2023

Share capital
£

Share premium
£

Share option reserve
£

Retained earnings
£

Total
£

At 1 January 2023

654,430

53,331,210

817,690

874,056

55,677,386

Profit for the year

-

-

-

769,211

769,211

Total comprehensive income

-

-

-

769,211

769,211

Share based payment transactions

-

-

80,948

-

80,948

At 31 December 2023

654,430

53,331,210

898,638

1,643,267

56,527,545

Share capital
£

Share premium
£

Share option reserve
£

Retained earnings
£

Total
£

At 1 January 2022

654,430

53,331,210

-

500,586

54,486,226

Profit for the year

-

-

-

373,470

373,470

Total comprehensive income

-

-

-

373,470

373,470

Share based payment transactions

-

-

817,690

-

817,690

At 31 December 2022

654,430

53,331,210

817,690

874,056

55,677,386

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated and domiciled in England and Wales.

The address of its registered office is:
Haxby Road
York
YO31 8TA
United Kingdom

The principal place of business is:
Unit D Discovery House
Juniper Drive
London
SW18 1UY

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.

Summary of disclosure exemptions

In these financial statements, the company has taken advantage of the disclosure exemptions available under FRS 101 in relation to share-based payment, business combinations, non-current assets held for sale, financial instruments, fair value measurements, capital management, revenue from contracts with customers, presentation of comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment property, presentation of a cash-flow statement, the effects of new standards not yet effective, impairment of assets and disclosures in respect of the compensation of key management personnel and of transactions with a management entity that provides key management personnel services to the company.

Group accounts not prepared

The financial statements contain information about Mindful Chef Topco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt by virtue of s401a of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent company, Nestlé S.A., a company incorporated in Switzerland.

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Going concern

On the basis of their assessment of the company's financial position and resources, and having made all necessary enquiries, the directors are satisfied that the company will continue to meet its liabilities as they fall due, and are satisfied that the company will continue to operate with sufficient cash headroom for a period of at least 12 months (from the date of approval of these financial statements).

Therefore the directors are satisfied that it remains appropriate for the company to adopt the going concern basis of accounting in preparing these financial statements.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 January 2023 have had a material effect on the financial statements.

Transition to FRS 101

This is the first set of financial statement prepared by Mindful Chef Topco Limited under FRS 101. The date of transition to FRS 101 was 1 January 2022.

In preparing the opening Balance Sheet it was identified that there were no material differences arising on transition. Comparative information has therefore not been restated.

FRS 101 does not require the presentation of a balance sheet at the date of transition.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Investments

Investments in subsidiaries are measured at cost less impairment.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Share based payments

The fair value of equity settled share options is recognised in the balance sheet over the vesting
period of the options. The fair value of share options is calculated with reference to an option pricing
model, where an observable market price is not available. When options over shares in this entity are issued to employees of a subsidiary, this entity recognises a share option reserve over the vesting period (credit balance), as well as increasing the cost of its investment in its subsidiary (debit balance).

Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted.

Financial instruments

Initial recognition

Financial assets and financial liabilities comprise both trade receivables from related parties, and payables due to related parties.

The company recognises financial assets and financial liabilities in the balance sheet when, and only when, the company becomes party to the contractual provisions of the financial instrument.

Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.

Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.

Classification and measurement

The receivables are financial assets at amortised cost. The payables are financial liabilities at amortised cost.

Financial liabilities at fair value through the profit or loss

Financial liabilities not measured at amortised cost are classified and measured at FVTPL. This classification includes derivative liabilities.

Accounting estimates and assumptions

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of certain financial assets, liabilities, income and expenses.

The use of estimates and assumptions is principally limited to the determination of provisions for impairment, the valuation of financial instruments, impairment of investment and expected credit loss on other receivables as explained in more detail below:-

Provisions for impairment

In determining impairment of financial assets, judgement is required in the estimation of the amount and timing of future cash flows as well as an assessment of whether the credit risk on the financial asset has increased significantly since initial recognition and incorporation of forward-looking information in the measurement of ECL.

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Fair value of financial assets and liabilities

Where the fair value of financial assets and liabilities cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of mathematical models. The input to these models is derived from observable markets where available, but where this is not feasible, a degree of judgement is required in determining assumptions used in the models. Changes in assumptions used in the models could affect the reported fair value of financial assets and liabilities.

3

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of certain financial assets, liabilities, income and expenses. The estimates and underlying 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 if the revision affects only that period, or in the period of revision and future periods if the revision affects both
current and future periods.

The key accounting judgement that has a significant impact on these financial statements is that of going concern as described above.

The key estimates that have a significant effect on the amounts recognised in the financial statements are as follows:

Investments in subsidiary undertakings are carried at cost, less any subsequent accumulated impairment loss. This requires an assessment of whether an indicator of impairment has occured. The carrying amount is £45,216,325 (2022 - £45,153,003).

4

Other gains and losses

The analysis of the company's other gains and losses for the year is as follows:

2023
£

2022
£

Gain or loss from disposals of investments

(17,626)

-

5

Staff costs

There were 0 persons employed by the company during the period.

Throughout the financial period, the directors were employed by other group companies and received no emoluments for their services to the company.

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

6

Auditors' remuneration

Fees of £1,750 (2022 - £1,250) in respect of the audit of the company's financial statements have been borne by the company's subsidiary, Mindful Chef Limited.

7

Interest receivable and similar income

2023
£

2022
£

Interest on group loans

885,892

574,370

8

Income tax

Tax charged/(credited) in the profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

208,185

109,130

UK corporation tax adjustment to prior periods

(109,130)

91,770

99,055

200,900

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

868,266

574,370

Corporation tax at standard rate

204,043

109,130

(Decrease)/increase in current tax from adjustment for prior periods

(109,130)

91,770

Increase from effect of expenses not deductible in determining taxable profit (tax loss)

4,142

-

Total tax charge

99,055

200,900

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

9

Investments

Subsidiaries

£

Cost or valuation

At 1 January 2023

45,153,003

Additions

80,948

Disposals

(17,626)

At 31 December 2023

45,216,325

At 31 December 2023

45,216,325

At 31 December 2022

45,153,003

Details of the subsidiaries as at 31 December 2023 are as follows:

Name of subsidiary
 

Principal activity
 

Registered office
 

Holding
 

Proportion of voting rights and shares held
2023

2022

Mindful Chef Holdco Limited

Dissolved on 1st August 2023

1 City Place,
Beehive Ring Road,
Gatwick,
RH6 0PA

Ordinary

0%

100%

Mindful Chef Limited

the retail of premium healthy recipe kit boxes

Unit D Discovery House,
Juniper Drive,
London,
SW18 1UY

Ordinary, A Ordinary and B Ordinary

100%

100%

10

Trade and other receivables

31 December
2023
£

31 December
2022
£

Amounts owed by group undertakings

11,611,176

10,725,284

Less non-current portion

(11,611,176)

(10,725,284)

-

-

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

11

Creditors: amounts falling due within one year

31 December
2023
£

31 December
2022
£

Amounts owed to group undertakings

91,771

91,771

Income tax liability

208,185

109,130

299,956

200,901

12

Share-based payments

Option Scheme

Scheme details and movements

The company introduced a share option scheme in which certain employees of and advisors to Mindful Chef Limited participate.
Under the scheme, the company has granted options over B Ordinary shares in the company. The options vest over the period to 31 December 2024. If an exit event occurs, any options not already vested shall vest immediately prior to completion of such exit event.

The scheme is equity settled. The fair value of the options has been calculated using the Black Scholes model, it was considered that this approach would result in materially accurate estimate of the fair value of options granted.

The entity is part of a group share-based payment scheme and it recognises and measures its share-based payment expense on the basis of a reasonable allocation of the expense recognised for the group.

The movements in the number of share options during the year were as follows:

31 December
2023
Number

31 December
2022
Number

Outstanding, start of period

2,862,057

-

Granted during the period

220,000

3,397,610

Forfeited during the period

(108,416)

(535,553)

Outstanding, end of period

2,973,641

2,862,057

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

The movements in the weighted average exercise price of share options during the year were as follows:

31 December
2023
£

31 December
2022
£

Outstanding, start of period

0.59

-

Granted during the period

0.83

0.63

Forfeited during the period

(0.83)

(0.83)

Outstanding, end of period

0.60

0.59

13

Share capital

Allotted, called up and fully paid shares

 

31 December
2023

31 December
2022

 

No.

£

No.

£

Ordinary of £0.01 each

44,045,208

440,452.08

44,045,208

440,452.08

B Ordinary of £0.01 each

21,397,788

213,977.88

21,397,788

213,977.88

 

65,442,996

654,429.96

65,442,996

654,429.96

Allotted, called up and not fully paid shares

 

31 December
2023

31 December
2022

 

No.

£

No.

£

Ordinary of £0.01 each

100

1.00

100

1.00

         

Rights, preferences and restrictions

Shares have the following rights, preferences and restrictions:
Full voting rights, dividend and capital distribution (including winding up) rights

 

Mindful Chef Topco Limited

Notes to the Financial Statements

Year Ended 31 December 2023

14

Parent and ultimate parent undertaking

The company's immediate parent is Nestle UK Limited, incorporated in England and Wales.

The ultimate parent is Nestlé S.A.,

Relationship between entity and parents

The parent of the largest group in which these financial statements are consolidated is Nestlé S.A., incorporated in Switzerland.

The address of Nestlé S.A. is:
Nestlé S.A., CH-1800, Vevey, Switzerland

15

Related party transactions

The company has taken advantage of the exemption in FRS101 from disclosing transactions with other members of the Mindful Chef Topco Limited group.

Summary of transactions with parent entities

The immediate parent company, Nestle UK Limited, subscribed to ordinary share capital of £1 on incorporation of the company in the period ending 31 December 2021, which is unpaid at the period end.