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Registered number: 07592875










CPC FOODS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CPC FOODS LIMITED
 
 
COMPANY INFORMATION


Directors
A Clarke 
J Cornes 




Company secretary
G Avrain



Registered number
07592875



Registered office
Oak House
Heyford Close

Aldermans Green

Coventry

West Midlands

CV2 2QB




Independent auditors
MHA
Chartered Accountants & Statutory Auditors

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ







 
CPC FOODS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 8
Independent Auditors' Report
 
9 - 12
Consolidated Statement of Comprehensive Income
 
13
Consolidated Balance Sheet
 
14 - 15
Company Balance Sheet
 
16 - 17
Consolidated Statement of Changes in Equity
 
18 - 19
Company Statement of Changes in Equity
 
20
Consolidated Statement of Cash Flows
 
21 - 22
Consolidated Analysis of Net Debt
 
23
Notes to the Financial Statements
 
24 - 49


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

Introduction
 
The principal activity of the Company continued to be that of a holding company. The principal activity of the Group continued to be that of animal slaughter, meat processing and packaging.

Business review
 
The Group turnover in 2023 totalled £269.8m, which was an increase of £64.2m (31.2%) from 2022.
The Group recorded a loss after tax of £7.7m from a loss of £6.4m in 2022. 
Gross profit margins have decreased due to inflation on materials, energy, transport and labour costs. Riverway Foods Limited trade has continued following a fire in the prior year which destroyed areas of the manufacturing factory and plant & machinery. Cheale Meats Limited joined the Group during June 2023 and the results of this subsidiary are included in the financial statements from the point of acquisition. 
The Group continues to make investments in its factories and will seek to improve profitability with additional investment in the equipment used, improved revenue streams and ongoing focus on costs and efficiencies. 

Principal risks and uncertainties
 
The Directors have assessed the principal risks and uncertainties as listed below.
Credit risk and price risk
The Group sources it products from a number of suppliers and is exposed to changes in the market prices of its commodities. To mitigate increases in prices the Group continues to source its products from a number of different suppliers and periodically reviews its agreements with suppliers to ensure these are on commercially favourable terms.
The Group faces constant pressure from customers to reduce prices, highlighting the importance of commodity buying prices. This also places additional pressure on margins. To mitigate this risk, the Group continues to undertake perpetual cost review processes to make savings where possible. Additionally the Group provides for liabilities from customers in proportion to the risk they are exposed to on a percentage basis. New credit customers are only accepted after they have been approved by the credit controller.
Liquidity risk
The Group is financed with appropriate long-term and short-term finance to match the needs of the business.

Financial key performance indicators
 
Key performance indicators used by the Group are as follows;
- Turnover;
- Gross profit margin; and
- Profit on ordinary activities before taxation.
Details of the key performance indicators are shown on the face of the Statement of Comprehensive Income.
Other key performance indicators
The non-financial key performance indicator of the Group, is the Group continuing to pass food health & safety audits which it continues to do so.

Page 1

 
CPC FOODS LIMITED
 

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

Directors' statement of compliance with duty to promote the success of the Group
 
Section S172 (1) Statement
During the year, the Directors have had regard to the matters set out in S172 (1) (a) to (f) of the Companies Act 2006 whilst performing their duties. Whilst making decisions the directors ensure that they have acted in good faith, in a way they believe would promote the success of the Group for the benefit of its members as a whole.
Specifically, the directors have considered the following:-
a. The likely consequences of any decision in the long term;
b. The interests of the Group's employees;
c. The need to foster the Group's business relationships with suppliers, customers and others;
d. The impact of the Group's operations on the community and the environment;
e. The desirability of the Group maintaining a reputation for high standards of business conduct; and
f. The need to act fairly between members of the Group.
S172 (1) (a) The likely consequences of any decision in the long term
The directors understand the business and the environment in which it operates. This is key to understanding the likely consequences of any long term decisions. There is a clear plan for growth which ensures they continue to sell quality products, satisfying customer and shareholder needs, amongst other stakeholders.
Continually improving environmental performance and operating methods in line with key laws and regulations are integral and fundamental parts of the business strategy. This strategy is key to ensuring the Group is delivering on their duty of care for the benefit of future generations.
S172 (1) (b) The interests of the Group's employees
The directors recognise that the employees are key to the business and its success. What makes them different is their approach to relationships, which extends past the expected customer focus, to all their employees. Employee welfare and wellbeing is of upmost importance and they ensure all employees work in a safe and healthy environment and this is supported through regular external health and safety compliance checks. The directors regularly engage with employees through internal communication methods. When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group, including the employees.
S172 (1) (c) The need to foster the Group's business relationships with suppliers, customers and others
The directors recognise that building relationships with suppliers and customers is also key to the success of the business. Their objective is to become a key partner, delivering quality products each time. This can only be achieved if they are also building relationships with their key suppliers. The directors recognise that working with suppliers and customers is also key to ensuring the impact to the environment is minimised.
S172 (1) (d) The impact of the Group's operations on the community and the environment
CPC Foods Limited recognise the importance of minimising the impact of their operations on the community and environment.
S172 (1) (e) The desirability of the Group maintaining a reputation for high standards of business conduct
The Group is committed to improving quality and reducing any environmental impact, as noted above. This ensures that their reputation within the local community is maintained.
 
Page 2

 
CPC FOODS LIMITED
 

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

S172 (1) (f) The need to act fairly between members of the Group
When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group.
 


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



................................................
A Clarke
Director

Date: 24 September 2024

Page 3

 
CPC FOODS 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.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £7,820,488 (2022 - loss £6,727,923).

There were no dividends paid in the year under review (2022 - £Nil).

Directors

The directors who served during the year were:

A Clarke 
J Cornes 

Environmental matters
CPC Foods Limited, Riverway Foods Holdings Limited and Cheale Meats Limited are exempt from the requirement to disclose SECR information. The below disclosures relate to Beckett's Foods Limited, Riverway Foods Limited and C & K Meats Limited.
The Companies qualifying for SECR will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Companies qualifying for SECR have complied with all applicable legislation and regulations.
The Companies Act 2006 (Strategic Report and Directors' Report) Regulation 2018 requires companies qualifying for SECR reporting to disclose annual UK energy consumption and Greenhouse Gas emissions from SECR regulated sources. Energy and Greenhouse Gas emissions have been independently calculated by Net Zero Compliance, a division of Inspired Energy PLC.
This report (including Scope 1, 2 and 3 consumption and CO2e emissions data) has been developed and calculated using the GHG protocol – A Corporate Accounting and Reporting Standard (World Resources Institute and World Business Council for Sustainable Development, 2004); Greenhouse Gas Protocol – Scope 2 Guidance (World Resources Institute, 2015); ISO 14064-1 and ISO 14064-2 (ISO, 2018; ISO, 2019); Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance (HM Government, 2019).
Government Emissions Factor Database 2023 version 1.1 has been used, utilising the published kWh gross calorific value (CV) and kgCO2e emissions factors relevant for the reporting period 01/01/2023 – 31/12/2023.
Estimations were undertaken to cover missing billing period for properties directly invoiced to the Companies qualifying for SECR. These were calculated on a kWh/day pro-rata basis at the meter level. Supplier specific emissions factors were applied to the kWh of electricity to calculate market-based emissions.
Consumption (kWh) and Greenhouse Gas emissions (tCO2e) totals
Scope 1 consumption and emissions relate to direct combustion of natural gas, and fuels utilised for transportation operations, such as company vehicle fleets.
Scope 2 consumption and emissions relate to indirect emissions relating to the consumption of purchased electricity in day to day business operations.
Scope 3 consumption and emissions relate to emissions resulting from sources not directly owned by the Companies qualifying for SECR. This relates to grey fleet (business travel undertaken in employee-owned vehicles) only.
 
Page 4

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

The total consumption (kWh) figures for energy supplies reportable by Beckett's Foods Limited, Riverway Foods Limited and C & K Meats Limited are as follows: 



2023 Consumption kWh
2022 Consumption kWh
Utility and Scope
UK
UK



Scope 1 Total
8,117,930
6,205,979
Gaseous & Other Fuels (Scope 1)
7,832,858
5,966,053
Transportation (Scope 1)
285,072
239,926



Scope 2 Total
13,520,731
12,899,110
Grid-supplied Electricity (Scope 2)
13,430,613
12,684,110
Self-generated Solar PV (Scope 2)
90,118
215,000



Scope 3 Total
68,264
59,117
Transportation (Scope 3)
68,264
59,117



Total
21,706,925
19,164,206


The total emissions (tCO2e) figures for energy supplies reportable by Beckett's Foods Limited, Riverway Foods Limited and C & K Meats Limited are as follows:



2023 Consumption tCO2e
2022 Consumption tCO2e
Utility and Scope
UK
UK



Scope 1 Total
3,841
2,425
Gaseous & Other Fuels (Scope 1)
3,011
1,655
Transportation (Scope 1)
68
58
Refrigerants (Scope 1)
762
712



Scope 2 Total
2,781
2,453
Grid-supplied Electricity (Scope 2)
2,781
2,453



Scope 3 Total
15
14
Transportation (Scope 3)
15
14



Total
6,637
4,892


Intensity Metric
Intensity metrics based on revenue and tonnes of production have been calculated, results of this analysis is as follows:
tCO2e / £m - 16.01 (2022 - 13.93)
tCO2e / tonne of production - 0.20 (2022 - 0.05)
Energy Efficiency Improvements
The Group are committed to year-on-year improvements in their operational energy efficiency. A register of energy efficiency measures has been compiled, with a view to implementing these measures in the next five years.
 
Page 5

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


Measures ongoing and undertaken through FY 2023 and looking forwards:
Beckett's Foods Limited - An ESG Taskforce was formed to drive the site's ESG agenda. The group meets every two weeks to track ongoing ESG projects and discuss opportunities to further the scope. Phase 1 of the LED lighting project was completed which is expected to reduce the electricity usage. A shut down procedure on equipment at Oak and Moat House has been introduced. This is monitored by line management and the ESG team and is expected to save energy as equipment will be turned off when not in use. Monitoring of equipment has been introduced to track electricity usage, allowing the Beckett's team to monitor where the most energy is being used so a more focused approach to reducing energy consumption can be taken. 
C & K Meats Limited - The detaining fridge was changed over to the ammonia glycol plant. This reduced energy demand from the Freon plant. There are plans to implement this for two further chillers in FY2024. This will mean that all the refrigeration will be on the ammonia glycol system, further improving energy efficiency. This also eliminates the refrigerant gas R404A from site. 
Riverway Foods Limited - A diesel jet wash used in cleaning protocols was replaced with an electric version, reducing diesel usage. Staff coach service ended from September 2023, from this date all staff were back at Riverway's site rather than being driven to the sister company, Direct Table Foods Limited, each day by coach. Finally, a project was started to replace all lighting with LEDs, which will reduce electricity consumption. 
 

Future developments

Going forward the directors aim to continue to grow the business whilst keeping a tight control over costs.

Financial instruments

The directors have significant experience in the sector and have developed review procedures and control systems to effectively manage the exposure of the entity to price risk, credit risk, liquidity risk and cash flow risk. The Group's principal financial instruments comprise of bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the Group's operations and to finance the Group's operations. Due to the nature of the financial instruments used by the Group there is no exposure to price risk. The liquidity risk in respect of these is managed by way of a funding strategy set by the directors which includes setting operating limits to liquidity risk exposure. Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Engagement with employees

During the year, the policy of providing employees with information about the Group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Engagement with suppliers, customers and others

The directors recognise that building relationships with suppliers and customers is also key to the success of the business. Their objective is to become a key partner, delivering quality products each time. This can only be achieved if they are also building relationships with their key suppliers. The directors recognise that working with suppliers and customers is also key to ensuring the impact to the environment is minimised.

Page 6

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

Disabled employees

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Group’s policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development to disabled employees wherever appropriate.
Directors' insurance and indemnities
The Directors have the benefit of the indemnity provisions contained in the Group’s Articles of Association (‘Articles’), and the Group has maintained throughout the year Directors’ and officers’ liability insurance for the benefit of the Group, the Directors and its officers. The Group has entered into qualifying third party indemnity arrangements for the benefit of all its Directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the year and remain in force.

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.
Going Concern
After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group has adequate resources and support to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its financial information. Financial support from the wider group has been obtained which confirms their intent to support CPC Foods Limited for a period of 12 months from the signing of the financial statements. The directors therefore believe the Group has the ability to continue as a going concern for the next 12 months. 

Auditors

Following a rebranding exercise on 15 May 2023 the trading name of the Company's independent auditor changed from MHA MacIntyre Hudson to MHA. The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.



Page 7

 
CPC FOODS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
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;

state whether applicable UK Accounting Standards have 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 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.

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





................................................
A Clarke
Director

Date: 24 September 2024

Oak House
Heyford Close
Aldermans Green
Coventry
West Midlands
CV2 2QB

Page 8

 
CPC FOODS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CPC FOODS LIMITED
 

Opinion


We have audited the financial statements of CPC Foods Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, 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 loss 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 Auditors' 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 9

 
CPC FOODS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CPC FOODS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 Group 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 Directors' Responsibilities Statement set out on page 8, 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.


Page 10

 
CPC FOODS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CPC FOODS LIMITED (CONTINUED)


Auditors' 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 Auditors' 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, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.
Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of non-compliance with laws and regulations.
Performing audit work over the risk of management override, including testing of journal entries 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 the financial statements disclosures and testing these to supporting documentation to assess compliance with applicable laws and regulations. 
Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.
Reviewing minutes of meetings of those charged with governance.

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 Auditors' Report.


Page 11

 
CPC FOODS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CPC FOODS 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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.




Shelley Harvey FCCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Leicester, United Kingdom

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





  
 

24 September 2024
Page 12

 
CPC FOODS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
269,816,282
205,603,288

Cost of sales
  
(235,938,140)
(177,854,017)

Gross profit
  
33,878,142
27,749,271

Distribution costs
  
(7,292,459)
(7,254,826)

Administrative expenses
  
(33,679,329)
(32,645,295)

Exceptional administrative expenses
 13 
(1,298,187)
(2,005,832)

Other operating income
 5 
3,590,336
8,581,600

Operating loss
 6 
(4,801,497)
(5,575,082)

Interest receivable and similar income
 10 
261,351
234,986

Interest payable and similar expenses
 11 
(2,685,930)
(1,274,563)

Loss before taxation
  
(7,226,076)
(6,614,659)

Tax on loss
 12 
(476,157)
233,329

Loss for the financial year
  
(7,702,233)
(6,381,330)

Profit/(Loss) for the year attributable to:
  

Non-controlling interests
  
118,255
346,593

Owners of the parent Company
  
(7,820,488)
(6,727,923)

  
(7,702,233)
(6,381,330)

There were no recognised gains and losses for 2023 or 2022 other than those included in the Consolidated Statement of Comprehensive Income.

There was no other comprehensive income for 2023 (2022: £NIL).

The notes on pages 24 to 49 form part of these financial statements.

Page 13

 
CPC FOODS LIMITED
REGISTERED NUMBER: 07592875

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
9,237,354
9,058,587

Tangible assets
 16 
22,259,563
19,972,051

  
31,496,917
29,030,638

Current assets
  

Stocks
 18 
10,508,127
6,333,580

Debtors: amounts falling due within one year
 19 
37,486,529
41,066,090

Cash at bank and in hand
 20 
28,275,287
8,477,650

  
76,269,943
55,877,320

Current liabilities
  

Creditors: amounts falling due within one year
 21 
(119,596,820)
(91,820,673)

Net current liabilities
  
 
 
(43,326,877)
 
 
(35,943,353)

Total assets less current liabilities
  
(11,829,960)
(6,912,715)

Creditors: amounts falling due after more than one year
 22 
(6,872,363)
(215,970)

Provisions for liabilities
  

Deferred taxation
 24 
(1,610,769)
(1,142,347)

  
 
 
(1,610,769)
 
 
(1,142,347)

Net liabilities
  
(20,313,092)
(8,271,032)


Capital and reserves
  

Called up share capital 
 25 
2
2

Revaluation reserve
  
806,176
823,702

Other reserves
  
24,000
24,000

Profit and loss account
  
(21,143,270)
(10,030,862)

Equity attributable to owners of the parent Company
  
(20,313,092)
(9,183,158)

Non-controlling interests
  
-
912,126

  
(20,313,092)
(8,271,032)


Page 14

 
CPC FOODS LIMITED
REGISTERED NUMBER: 07592875
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

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




................................................
A Clarke
Director

Date: 24 September 2024

The notes on pages 24 to 49 form part of these financial statements.

Page 15

 
CPC FOODS LIMITED
REGISTERED NUMBER: 07592875

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 17 
66,734,873
56,077,939

  
66,734,873
56,077,939

Current assets
  

Debtors: amounts falling due within one year
 19 
27,088
17,868

Cash at bank and in hand
 20 
8,040
10,878

  
35,128
28,746

Current liabilities
  

Creditors: amounts falling due within one year
 21 
(77,809,814)
(65,449,141)

Net current liabilities
  
 
 
(77,774,686)
 
 
(65,420,395)

Total assets less current liabilities
  
(11,039,813)
(9,342,456)

  

  

Net liabilities
  
(11,039,813)
(9,342,456)


Capital and reserves
  

Called up share capital 
 25 
2
2

Profit and loss account
  
(11,039,815)
(9,342,458)

  
(11,039,813)
(9,342,456)


Page 16

 
CPC FOODS LIMITED
REGISTERED NUMBER: 07592875
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

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


................................................
A Clarke
Director

Date: 24 September 2024

The notes on pages 24 to 49 form part of these financial statements.

Page 17

 

 
CPC FOODS LIMITED


 

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



Called up share capital
Revaluation reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£



At 1 January 2022
2
841,228
24,000
(3,320,465)
(2,455,235)
565,533
(1,889,702)



Comprehensive income for the year


Loss for the year
-
-
-
(6,727,923)
(6,727,923)
346,593
(6,381,330)


Transfer from profit and loss account
-
(17,526)
-
17,526
-
-
-





At 1 January 2023
2
823,702
24,000
(10,030,862)
(9,183,158)
912,126
(8,271,032)



Comprehensive income for the year


Loss for the year
-
-
-
(7,820,488)
(7,820,488)
118,255
(7,702,233)



Contributions by and distributions to owners


Transfer from profit and loss account
-
(17,526)
-
17,526
-
-
-


Acquisition of non-controlling interests
-
-
-
1,030,381
1,030,381
(1,030,381)
-


Cash consideration paid for non-controlling interest
-
-
-
(4,339,827)
(4,339,827)
-
(4,339,827)



At 31 December 2023
2
806,176
24,000
(21,143,270)
(20,313,092)
-
(20,313,092)



The notes on pages 24 to 49 form part of these financial statements.

Page 18

 

 
CPC FOODS LIMITED


 


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

Revaluation reserve
Revaluation reserves represent the revaluation of the land and property.
Other reserves
Other reserves represent the cumulative effect of movements of investment property net of any deferred tax and are non distributable reserves.
Profit and loss account
Includes all current and prior period retained profits and losses.

Page 19

 
CPC FOODS 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
2
(6,868,406)
(6,868,404)


Comprehensive income for the year

Loss for the year
-
(2,474,052)
(2,474,052)



At 1 January 2023
2
(9,342,458)
(9,342,456)


Comprehensive income for the year

Loss for the year
-
(1,697,357)
(1,697,357)


At 31 December 2023
2
(11,039,815)
(11,039,813)


The notes on pages 24 to 49 form part of these financial statements.

Profit and loss account
Includes all current and prior period retained profits and losses.

Page 20

 
CPC FOODS LIMITED
 

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

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(7,702,233)
(6,381,330)

Adjustments for:

Amortisation of intangible assets
2,583,315
2,422,193

Depreciation of tangible assets
2,449,479
2,462,658

Loss on disposal of tangible assets
(12,000)
1,996,311

Interest paid
2,685,930
1,274,563

Interest received
(261,351)
(234,986)

Taxation charge
476,157
(233,329)

(Increase)/decrease in stocks
(4,117,229)
269,861

Increase in debtors
(3,486,383)
(3,275,767)

Decrease/(increase) in amounts owed by groups
8,630,176
(9,562,598)

Increase in creditors
10,191,665
8,812,315

Increase in amounts owed to groups
3,171,879
4,260,744

Corporation tax received/(paid)
68,458
(336,787)

Net cash generated from operating activities

14,677,863
1,473,848


Cash flows from investing activities

Acquisition of subsidiary (net of cash acquired)
(3,984,428)
-

Purchase of additional shareholding in subsidiary
(4,339,827)
-

Purchase of tangible fixed assets
(3,899,562)
(5,564,576)

Sale of tangible fixed assets
37,571
346,533

Interest received
261,351
234,986

HP interest paid
(12,438)
(12,438)

Net cash from investing activities

(11,937,333)
(4,995,495)

Cash flows from financing activities

Repayment of loans
(369,144)
(137,900)

Repayment of/new finance leases
(13,376)
(15,067)

Interest paid
(2,673,492)
(1,262,125)

Net cash used in financing activities
(3,056,012)
(1,415,092)
Page 21

 
CPC FOODS LIMITED
 

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


2023
2022

£
£



Net (decrease) in cash and cash equivalents
(315,482)
(4,936,739)

Cash and cash equivalents at beginning of year
1,148,655
6,085,394

Cash and cash equivalents at the end of year
833,173
1,148,655


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
28,275,287
8,477,650

Bank overdrafts
(27,442,114)
(7,328,995)

833,173
1,148,655


The notes on pages 24 to 49 form part of these financial statements.

Page 22

 
CPC FOODS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

8,477,650

19,797,637

28,275,287

Bank overdrafts

(7,328,995)

(20,113,119)

(27,442,114)

Debt due after 1 year

(198,225)

198,225

-

Debt due within 1 year

(170,919)

170,919

-

Finance leases

(32,707)

13,376

(19,331)


746,804
67,038
813,842

The notes on pages 24 to 49 form part of these financial statements.

Page 23

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

1.


General information

The entity is a private company, limited by shares, domiciled in England and Wales, registration number 07592875. The registered office is Oak House, Heyford Close, Aldermans Green, Coventry, West Midlands, CV2 2QB.

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 Comprehensive Income 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 Company 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.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

  
2.3

Going concern

After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group has adequate resources and support to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its financial information. Financial support from the wider group has been obtained which confirms their intent to support CPC Foods Limited for a period of 12 months from the signing of the financial statements. The directors therefore believe the Group has the ability to continue as a going concern for the next 12 months. 

Page 24

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

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's and Group's functional and presentational currency is British Pound Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 25

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

2.Accounting policies (continued)

 
2.5

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.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income 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.

Page 26

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

2.Accounting policies (continued)

 
2.9

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

 
2.10

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 the Consolidated Statement of Comprehensive Income 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.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income 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.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 27

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

2.Accounting policies (continued)

 
2.13

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 Comprehensive Income over its useful economic life.
 
 
2.14

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.

Depreciation is provided on the following basis:

Freehold property
-
Straight line over 25 and 50 years
Long-term leasehold property
-
Straight line over the life of the lease or straight line over 10 and 50 years
Plant and machinery
-
Straight line over 2, 4 and 10 years
Motor vehicles
-
Straight line over 3 years
Fixtures, fittings and Computer equipment
-
Straight line over 3 and 20 years
Refrigeration
-
Straight line over 12 years

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 the Consolidated Statement of Comprehensive Income.

Page 28

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

2.Accounting policies (continued)

 
2.15

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in the Consolidated Statement of Comprehensive Income.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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 the Consolidated Statement of Comprehensive Income.

 
2.18

Debtors

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

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. 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.

 
2.20

Creditors

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

Page 29

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

2.Accounting policies (continued)

 
2.21

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 the Consolidated Statement of Comprehensive Income.

 
2.22

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Page 30

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

2.Accounting policies (continued)

  
2.23

Employee benefits

The Group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans.
(i) Short term benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

(ii) Annual bonus plan
 
The Group operates a number of annual bonus plans for employees. An expense is recognised in the Consolidated Statement of Comprehensive Income when the Group has a legal or constructive obligation to make payments under the plans as a result of past events and a reliable estimate of the obligation can be made.

  
2.24

Exemptions for qualifying entities under FRS102

The Company has taken advantage of the following exemptions:

(i) from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the Company’s cash flows; and
 
(ii) from the requirement to disclosure intra-group related party transactions, under FRS102 paragraph 33.7.

Page 31

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Impairment of intangible assets and goodwill
The Group considers whether intangible assets and/or goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
(ii) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
(iii) Stocks provisioning
The Group continues to slice and package pork and is exposed to changes in the market prices of pork commodities. As a result it is necessary to consider the recoverability of the cost of stocks and the associated provisioning required. When calculating the stocks provision, management considers the nature and condition of the stocks, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.
(iv) Impairment of assets
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
(v) Accruals
The Group provides for liabilities from customers in proportion to the risk they are exposed to on a percentage basis.

Page 32

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

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Meat processing and packaging
269,816,282
205,603,288

269,816,282
205,603,288


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
255,244,338
201,966,493

Rest of Europe
12,983,630
2,387,913

Rest of the World
1,588,314
1,248,882

269,816,282
205,603,288



5.


Other operating income

2023
2022
£
£

Insurance claims receivable
2,803,886
7,832,531

Fees receivable
786,450
749,069

3,590,336
8,581,600



6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
2,449,479
2,462,658

Amortisation of intangible fixed assets, including goodwill
2,583,315
2,422,193

Loss on disposal of fixed assets
12,000
1,996,311

(Profit)/Loss on foreign exchange differences
(735,887)
1,108,459

Operating lease rentals
415,874
216,718

Page 33

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

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Group's auditors and their associates for the audit of the consolidated and parent Company's financial statements
101,000
66,500

Fees payable to the Group's auditors and their associates in connection with the Group's pension scheme(s) in respect of:

All taxation advisory services not included above
20,000
15,000

All assurance services not included above
32,500
26,000


8.


Employees

Staff costs, including directors' remuneration, were as follows:


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


Wages and salaries
28,485,923
26,187,653
-
391,401

Social security costs
2,336,456
2,240,630
-
57,392

Cost of defined contribution scheme
446,595
399,257
-
-

31,268,974
28,827,540
-
448,793


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


        2023
        2022
            No.
            No.







Production staff
740
686



Administrative staff
71
94



Management staff
12
11

823
791

Page 34

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

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
230,401
391,401

230,401
391,401


The highest paid director received remuneration of £230,401 (2022 - £391,401).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
261,351
234,986

261,351
234,986


11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
288,511
345,023

Other loan interest payable
2,384,981
917,102

Finance leases and hire purchase contracts
12,438
12,438

2,685,930
1,274,563

Page 35

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

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on losses for the year
-
(11,165)

Adjustments in respect of previous periods
(292,277)
(444,148)


Total current tax
(292,277)
(455,313)

Deferred tax


Origination and reversal of timing differences
768,434
221,984

Total deferred tax
768,434
221,984


Taxation on loss on ordinary activities
476,157
(233,329)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the effective rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(7,226,076)
(6,614,659)


Loss on ordinary activities multiplied by effective rate of corporation tax in the UK of 23.5% (2022 - 19%)
(1,698,128)
(1,256,785)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,272
23,289

Capital allowances for year in excess of depreciation
-
(576,436)

Amortisation for the year in excess of capital allowances
615,720
460,217

Adjustments to tax charge in respect of prior periods
(292,277)
(444,148)

Adjustment for loss on disposal
-
379,299

Changes in provisions leading to a increase in the tax charge
533,672
226,626

Unrelieved tax losses carried forward
1,312,898
947,095

Other differences leading to an increase/(decrease) in the tax charge
-
7,514

Total tax charge for the year
476,157
(233,329)

Page 36

 
CPC FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors that may affect future tax charges

From 1 April 2023, the corporation tax main rate increased to 25% for profits over £250,000. A small profits rate has also been introduced for profits of £50,000 or less, charging corporation tax at 19%. Profits between £50,000 and £250,000 are taxed at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
BEPS 2.0 Pillar Two Legislation
CPC Foods limited is part of a group which operates in a number of jurisdictions. The effective tax rate for the financial year 2023 was 0% (2022: 0%) as a result of losses made in the year.
For periods commencing on or after 1 January 2024, new tax legislation will apply to ensure the effective tax rate of the UK companies within the Group will be at least 15%, subject to various complex calculations. This is in line with the minimum taxation rules announced by the G7 and progressed by the OECD Inclusive Framework on Base Erosion and Profit Shifting. These rules have been implemented in the UK via the Domestic Top Up Tax legislation during the year.
Historically, the Group's effective rate has been below 15%, but the Group has assessed its exposure to Domestic Top Up Tax to be immaterial. In addition, the Group is taking advantage of the temporary deferred tax exemption within the "International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12)" in relation to the current year and retrospectively in accordance with IAS 8. This means the Group does not recognise deferred tax assets and liabilities related to OECD pillar two income taxes and does not disclose information about them. 


13.


Exceptional items

2023
2022
£
£


Exceptional costs in relation to fire
1,298,187
2,005,832

1,298,187
2,005,832


14.


Parent company loss for the year

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 Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £1,697,357 (2022 - loss £2,474,052).

Page 37

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

15.


Intangible assets

Group 





Goodwill

£



Cost


At 1 January 2023
24,251,916


Additions
2,762,082



At 31 December 2023

27,013,998



Amortisation


At 1 January 2023
15,193,329


Charge for the year
2,583,315



At 31 December 2023

17,776,644



Net book value



At 31 December 2023
9,237,354



At 31 December 2022
9,058,587



Page 38

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

16.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures, fittings and Computer equipment

£
£
£
£
£



Cost or valuation


At 1 January 2023
3,751,381
6,146,210
13,092,368
-
4,915,481


Additions
-
-
3,715,936
126,045
57,581


Acquisition of subsidiary
-
-
875,000
-
-


Disposals
-
-
(63,766)
-
-



At 31 December 2023

3,751,381
6,146,210
17,619,538
126,045
4,973,062



Depreciation


At 1 January 2023
560,037
3,732,195
3,528,537
-
112,620


Charge for the year on owned assets
87,307
6,899
1,837,580
-
509,517


Charge for the year on financed assets
-
-
8,176
-
-


Disposals
-
-
(26,195)
-
-



At 31 December 2023

647,344
3,739,094
5,348,098
-
622,137



Net book value



At 31 December 2023
3,104,037
2,407,116
12,271,440
126,045
4,350,925



At 31 December 2022
3,191,344
2,414,015
9,563,831
-
4,802,861
Page 39

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

           16.Tangible fixed assets (continued)


Refrigeration
Total

£
£



Cost or valuation


At 1 January 2023
134,652
28,040,092


Additions
-
3,899,562


Acquisition of subsidiary
-
875,000


Disposals
-
(63,766)



At 31 December 2023

134,652
32,750,888



Depreciation


At 1 January 2023
134,652
8,068,041


Charge for the year on owned assets
-
2,441,303


Charge for the year on financed assets
-
8,176


Disposals
-
(26,195)



At 31 December 2023

134,652
10,491,325



Net book value



At 31 December 2023
-
22,259,563



At 31 December 2022
-
19,972,051

Page 40

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

17.


Fixed asset investments

Group





Unlisted investments
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 January 2023
677,654
92,585
770,239



At 31 December 2023

677,654
92,585
770,239



Impairment


At 1 January 2023
677,654
92,585
770,239



At 31 December 2023

677,654
92,585
770,239



Net book value



At 31 December 2023
-
-
-



At 31 December 2022
-
-
-

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
56,077,939


Additions
10,656,934



At 31 December 2023
66,734,873






Net book value



At 31 December 2023
66,734,873



At 31 December 2022
56,077,939

Page 41

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

Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Beckett's Foods Limited
Oak House, Heyford
Close, Aldermans
Green, Coventry, CV2
2QB
Ordinary
100%
Riverway Foods Holdings Limited
Oak House, Heyford
Close, Aldermans
Green, Coventry, CV2
2QB
Ordinary
100%
C & K Meats Limited
Oak House, Heyford
Close, Aldermans
Green, Coventry, CV2
2QB
Ordinary
100%
Cheale Meats Limited
Orchard Farm, Little Warley, Brentford, Essex, CM13 3EN
Ordinary
100%


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Riverway Foods Limited
Oak House, Heyford
Close, Aldermans
Green, Coventry, CV2
2QB
Ordinary
100%


18.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
8,305,415
5,200,988

Finished goods and goods for resale
2,202,712
1,132,592

10,508,127
6,333,580


Page 42

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

19.


Debtors

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


Trade debtors
30,306,306
24,268,689
-
-

Amounts owed by group undertakings
3,178,847
11,809,023
-
-

Other debtors
2,258,334
3,343,469
27,088
17,868

Prepayments and accrued income
1,646,368
1,548,235
-
-

Tax recoverable
96,674
96,674
-
-

37,486,529
41,066,090
27,088
17,868



20.


Cash and cash equivalents

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

Cash at bank and in hand
28,275,287
8,477,650
8,040
10,878

Less: bank overdrafts
(27,442,114)
(7,328,995)
-
-

833,173
1,148,655
8,040
10,878


Page 43

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

21.


Creditors: Amounts falling due within one year

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

Bank overdrafts
27,442,114
7,328,995
-
-

Bank loans
-
170,919
-
-

Trade creditors
19,846,598
15,622,939
17,106
-

Amounts owed to group undertakings
54,318,380
51,163,607
77,549,199
65,205,634

Corporation tax
-
143,163
-
-

Other taxation and social security
742,909
617,568
-
-

Obligations under finance lease and hire purchase contracts
13,748
14,962
-
-

Other creditors
1,454,435
1,274,560
-
-

Accruals and deferred income
15,778,636
15,483,960
243,509
243,507

119,596,820
91,820,673
77,809,814
65,449,141


The bank loans and overdrafts are secured by a debenture dated 30 January 2023, which is a fixed charge over all of the assets of the Company. 
Assets under hire purchase are secured against the assets to which they relate.


22.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loans
-
198,225

Obligations under finance leases and hire purchase contracts
5,583
17,745

Accruals and deferred income
6,866,780
-

6,872,363
215,970


The bank loans and overdrafts are secured by a debenture dated 30 January 2023, which is a fixed charge over all of the assets of the Company. 
Assets under hire purchase are secured against the assets to which they relate.

Page 44

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

23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loans
-
170,919


-
170,919

Amounts falling due 1-2 years

Bank loans
-
170,919


-
170,919

Amounts falling due 2-5 years

Bank loans
-
27,306


-
27,306

Amounts falling due after more than 5 years

-
369,144



24.


Deferred taxation


Group



2023


£






At beginning of year
1,142,347


Charged to the Consolidated Statement of Comprehensive Income
768,434


Arising on business combinations
(300,012)



At end of year
1,610,769

Page 45

 
CPC FOODS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
24.Deferred taxation (continued)







Group
Group
2023
2022
£
£

Accelerated capital allowances
1,610,769
1,142,347

1,610,769
1,142,347


25.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) 1 Ordinary A share share of £1.00
1
1
1 (2022 - 1) 1 Ordinary B share share of £1.00
1
1

2

2


Page 46

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

26.
 

Business combinations

100% of the share capital of Cheale Meats Limited was acquired on 8 June 2023 and have been accounted for using the acquisition method. 

Acquisition of Cheale Meats Limited 

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
875,000
-
875,000

875,000
-
875,000

Current Assets

Stocks
57,318
-
57,318

Debtors
1,555,232
-
1,555,232

Cash at bank and in hand
2,281,042
-
2,281,042

Total Assets
4,768,592
-
4,768,592

Creditors

Due within one year
(1,565,216)
-
(1,565,216)

Deferred taxation
300,012
-
300,012

Total Identifiable net assets
3,503,388
-
3,503,388


Goodwill
2,762,082

Total purchase consideration
6,265,470

Consideration

£


Cash
6,265,470

Total purchase consideration
6,265,470

Page 47

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

26.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
6,265,470

6,265,470

Less: Cash and cash equivalents acquired
(2,281,042)

Net cash outflow on acquisition
3,984,428


27.


Capital commitments




At 31 December 2023 the Group and Company had capital commitments as follows:


Group
Group
2023
2022
£
£

Contracted for but not provided in these financial statements
41,218
81,223

41,218
81,223


28.


Commitments under operating leases

At 31 December 2023 the Group and the Company 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
358,613
356,836

Later than 1 year and not later than 5 years
498,462
400,491

Later than 5 years
387,917
482,917

1,244,992
1,240,244
Page 48

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

29.


Related party transactions

The Group has taken advantage of the exemption available under FRS102 33.1A not to disclose transactions with wholly owned members of the Group.
Key management personnel remuneration in the year totalled £1,551,537(2022: £1,925,729). 
No other transactions with related parties were undertaken which are required to be disclosed under Financial Reporting Standard 102, 33.1A.


30.


Controlling party

The Group is controlled by its immediate parent company, Tonnies Holding GmbH & Co kg, a company incorporated in Germany.
Copies of the ultimate parent company's consolidated financial statements are available from In der Mark 2, 33378 Rheda-Wiedenbrück, Germany.

Page 49