Mindful Chef Limited 09270945 false 2023-01-01 2023-12-31 2023-12-31 The principal activity of the company is The principal activity of the company is the retail of premium healthy recipe kit boxes. Mindful Chef is on a mission to make healthy eating easy by providing healthy, delicious and convenient recipe boxes direct to consumers' homes. The Company prides itself on its health, quality and sustainability credentials, being in the outstanding category of B Corporations, it is using its position to be a force for good. 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Mindful Chef Limited

Annual Report and Financial Statements
Year Ended 31 December 2023

Registration number: 09270945

 

Mindful Chef Limited

Contents

Company Information

1

Strategic Report

2 to 5

Directors' Report

6 to 7

Statement of Directors' Responsibilities

8

Independent Auditor's Report

9 to 12

Profit and Loss Account

13

Balance Sheet

14

Statement of Changes in Equity

15

Notes to the Financial Statements

16 to 43

 

Mindful Chef Limited

Company Information

Directors

Robert Grieg-Gran

Myles Hopper

Giles Humphries

Timothy Lee

Paolo Fagnoni

Richard Watson

Nikhil Chand

Registered office

Unit D Discovery House
Juniper Drive
London
SW18 1UY

Solicitors

Michelmores LLP
Woodwater House
Pynes Hill
Exeter
Devon
EX3 5WR

Auditors

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

 

Mindful Chef Limited

Strategic Report for the Year Ended 31 December 2023

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

Principal activity

The principal activity of the company is the retail of premium healthy recipe kit boxes.

Mindful Chef is on a mission to make healthy eating easy by providing healthy, delicious and convenient recipe boxes direct to consumers' homes. The Company prides itself on its health, quality and sustainability credentials, being in the outstanding category of B Corporations, it is using its position to be a force for good.

Fair review of the business

During the year the Company continued to execute its strategy of Making Healthy Eating Easy. The Company focussed on improving the quality and experience of its service and offering in the UK through primarily its direct to consumer recipe box business.

The directors consider the key performance indicators of the business to be turnover growth and gross profit as % sales, these are summarised below:

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2023

2022

Turnover growth

%

(13.42)

(12.26)

Gross profit

%

32.88

25.07

Turnover for the year was £50,917,303 (2022: £58,805,154) which is a decline of 13% YoY. During the year, the decision was made to exit Ready Meal product from retail as it was profit dilutive. Excluding this channel YoY sales were -12%. There has been significant improvement across the year in the direct to consumer channels, with turnover in January being -26% and turnover in December being +7%. The directors are pleased with the progress made across the year and the stabilisation after the net churn experienced in the years after the Covid-19 peak.

Gross Margin increased from 25.1% to 32.9% reflecting the payback of investing in the operations, reducing operational costs, managing the challenges from inflationary economic conditions well, and increased Average Order Value partly due to introducing a delivery charge.

The loss after tax for the year ending 31st December 2023 amounted to -£1,161,299 (2022: -£6,303,876). This significant improvement YoY is primarily driven by better gross margin, delivering higher gross profit at a lower turnover. The business has also reduced overhead costs to align to the lower turnover levels. On marketing spend, the company chose to reduce this somewhat to focus on the profitability of the business, whilst still balancing the business strategy to invest in driving customer awareness, building the brand and acquiring new customers.

As at 31st December 2023, the Company has cash at bank and in hand of £4,922,079 (2022: £5,691,6226) as well as amounts owed by group undertakings of £26,767,557 (2022: £25,408,585) which provides the ability to fund the ongoing operations of the business.

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 a reduction of £41,443 (2022 - increase of £101,099).
 

 

Mindful Chef Limited

Strategic Report for the Year Ended 31 December 2023

The directors recognise that 2023 was another year where turnover has been stabilising after the significant growth through the Covid-19 pandemic. The large customer cohorts acquired during 2020-2021 have now churned and we are entering into a period of normalisation. During 2023 the company focussed on improving profitability, whilst continuing to invest in customer experience and customer acquisition. The directors believe this has put the company in a strong position for 2024 onwards and are pleased with the improvements during 2023. The directors also recognise the continued ongoing risks associated with the wider economic uncertainties and the impact on business performance.

Principal risks and uncertainties

The process of risk management is addressed through a framework of policies, procedures and internal controls. There is a robust forecasting process in place and regular performance reviews by the Board, with optionality and flexibility built into the business plan. The Company is well placed to take any necessary action associated with the risks identified.

Risk

Description

Mitigation

Economic

Disruption due to macro-economic factors, including inflationary pressure or geopolitical instability

Closely monitor financial forecasts, build flexibility into the plan, remove reliance on supply from any impacted geographies

Operating

Reliance on digital product and third party warehouse operation

Framework of policies and controls, robust testing programme and contingency plans.

Food Safety

Reliance on suppliers providing fresh ingredients that are essential to the end product

Controls and safety procedures in place to mitigate risks associated with product recall or consumer harm, as well as working with a BRC accredited (grade A) fulfilment provider.

Data & Cyber Security

Failure to adequately safeguard critical information from cyber threats

Reliable security measures in place to safeguard the information it holds in order to deliver its service to customers. Regular cyber security audits and training in place.

 

Mindful Chef Limited

Strategic Report for the Year Ended 31 December 2023

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.

Decision making

The Board is made up of the Chairman & CEO, the three Founders and three representatives from the company’s ultimate parent. This make-up provides balance in terms of perspective and interests, providing constructive challenge and strategic guidance.

The Board meets four times a year. For each meeting there is information provided in advance relating to business performance, forecasts, competitor and customer reviews as well as updates or proposals on key issues and decisions.

There is also a monthly meeting between the company and its ultimate parent, a risk committee that meets quarterly and an audit committee that meets annually. There is a sign-off matrix in place for contracts, expenditure and key employee remuneration.

The Board has considered the interests of all of their stakeholders and demonstrated strong leadership during the year. Principal decisions taken in the year include approval of:
● exiting Ready Meal product from retail as it was profit dilutive
● budgets and forecast updates throughout the year
● investment in capex at the warehouse to improve service and reduce costs
● transition to FRS 101 for the 2023 statutory accounts
● Modern Slavery Statement and Anti-Bribery & Corruption Policy
● enhanced governance on food safety procedures
● director changes

Employees
The Board recognises that engagement in the workplace culture is key to retaining talented and committed employees, which contributes to the success of the Company. The People Strategy is centred around creating a great place to work and living by the Company’s values: Mindful, Unafraid and Personal. The Board receives updates on key elements of the People Strategy which provides insight into initiatives run to retain staff and invest in a culture of high performing teams.

Suppliers

The Board recognises that by building long term trusted partnerships with our suppliers we will deliver better quality service and products to our customers. The quality of our supply base is critical to maintaining our sourcing standards. We endeavour to work with suppliers fairly and honestly.

Customers

Customers are at the heart of all decision making by the Company. The Company has implemented “Moments that Matter” focussing on all parts of the customer journey equally, and reporting both internally and to the Board. From the digital experience through to after care, consistently delivering a top class customer experience is at the forefront of the company strategy. Data on customer behaviour as well as regular customer surveys, focus groups and recipe feedback drive both long term and tactical decision making. The Board receives regular updates on the customer and it is committed to maintaining the achievement of being the UK’s number one recipe box as rated by customers.

 

Mindful Chef Limited

Strategic Report for the Year Ended 31 December 2023

Community and Environment

We remain classed as outstanding within the category of B Corporations globally and continue to use Mindful Chef as a force for good. Our charitable initiatives this year have resulted in 2.9m school meals donated through our partner One Feeds Two. As well as 70 tonnes of food being redistributed to those in need by our UK partner The Felix Project. As part of our journey towards Net Zero we continue to offer a low carbon range of recipes, delivering over 1.4m low carbon meals in 2023. We have managed to reduce our carbon intensity by 15% since 2020. We successfully completed our first year of regenerative agricultural farming practises with our onion supplier and look forward to receiving the soil and biodiversity results in 2024.
 

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

.........................................
Timothy Lee
Director

 

Mindful Chef 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:

Robert Grieg-Gran

Myles Hopper

Giles Humphries

Timothy Lee

Stefano Agostini (resigned 1 March 2023)

Wayne England (resigned 31 July 2023)

Paolo Fagnoni

Richard Watson (appointed 13 March 2023)

Nikhil Chand (appointed 1 August 2023)

Financial instruments

Objectives and policies

The company’s principal financial instruments comprise bank balances, group debtors and creditors, trade creditors, and lease liabilities. The company’s primary financial risk is liquidity.

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

Liquidity risk
Liquidity risk is regularly assessed through a regular cash forecasting process and robust management of discretionary marketing spend. The forecasting process is designed to ensure the Company is well positioned to support the business strategy and growth plans.

Currency risk
The Company operates only in the UK and as such the currency risk is low.

Credit risk
Due to the direct to consumer business model, the Company takes payment from the customer prior to delivering the product, therefore the credit risk is also low.

Future developments

The directors are confident in the ongoing long-term strategy to focus on high quality healthy food and are confident that the business has settled after the Covid-19 pandemic and is on a strong basis to drive both sales and profitability moving forward. The objective for 2024 is to focus strongly on driving profit through targeted marketing and further efficiencies in operational costs. The company continues to stretch the brand and diversify its product offering, to support the company mission to help make healthy eating easy for as many people as possible.

Research and development

The company continues to invest in its direct-to-consumer meal-kit delivery software with the aim to improve both customer experience and streamline the company’s supply chain. Expenditure on research and development in 2023 was £72,692 (2022 - £86,403).

 

Mindful Chef Limited

Directors' Report for the Year Ended 31 December 2023

Streamlined Energy & Carbon Reporting

The Company puts the planet at the forefront of its strategy, being a certified B-Corporation it balances People, Planet & Profit in its decision making. As part of the B Corp Collective, Mindful Chef is committed to reducing emissions and working towards Net Zero by 2030.

The Company’s energy usage for the year ended 31st December 2023 was 1,109,123 kWh (2022: 1,678,126 kWh) and the greenhouse gas emissions were 431 tonnes of CO2e (2022: 585 tonnes).

The Company’s scope 3 emissions were 0.21 kg CO2e per unit (2022: 0.27).

Methodology
The information on energy consumption has been obtained from primarily external invoices or supplier meter readings. The Company has then used the UK Government GHG Conversion Factors for Company Reporting to convert the kWh into associated greenhouse gas emissions per tonne.

The scope 3 emissions have been obtained from employee fuel reimbursements converted into the associated greenhouse gas emissions of an average car based on the UK Government GHG Conversion Factors for Company Reporting.

The company measures its intensity ratio as tCO2 per £ revenue. In 2023 this ratio was 0.022 (2022: 0.029).

Energy efficiency actions
During the year, the company has taken a number of steps to improve its energy efficiency and is committed to reducing its impact on the environment. Steps include:
● Packaging; over 80% of our total packaging was easily recycled from the curb side in 2023. We continue to work on increasing the recyclability of our packaging and educating the customer on what can be recycled and where
● Warehouse; continuing to encourage the increase of on-site renewable energy through investment of solar panels on-site
● Lighting; as well as the improvements made last year all electronic devices including HVAC are being switched off whilst the office is not in use
● Deliveries; deliveries on electric vehicles are growing. In the last year alone we have seen a 54% increase in the number of deliveries made by electric vehicles.

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
Director

 

Mindful Chef 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 Limited

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

Opinion

We have audited the financial statements of Mindful Chef 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 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 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 Limited

Independent Auditor's Report to the Members of Mindful Chef 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.

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

 

Mindful Chef Limited

Independent Auditor's Report to the Members of Mindful Chef 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 th 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 company'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 employment law, Food Standards Agency regulations and The General Data Protection Regulation ("GDPR"). We also considered 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 out 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 the company's GDPR policy and enquiries to the company's legal counsel as to the occurrence and outcome of any reportable breaches

Reviewing the Information Commissioner's Office (ICO) website for any enforcement actions or decision notices impacting the company

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 has been any instances of known or alleged fraud.

We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, 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. The key risks we identified were the overstatement of the financial position of the company for commercial purposes and to meet investor expectations. 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.
• Undertook specific cut-off procedures in respect of revenue recognition and a reconciliation of revenue to 3rd party reports and to cash receipts in order to confirm the completeness and accuracy of revenue.

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.

 

Mindful Chef Limited

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

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.

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 Limited

Profit and Loss Account

Year Ended 31 December 2023

Note

2023
£

(As restated)

2022
£

Turnover

3

50,917,303

58,805,154

Cost of sales

 

(34,177,550)

(44,065,600)

Gross profit

 

16,739,753

14,739,554

Administrative expenses

 

(18,991,360)

(22,238,480)

Other operating income

4

18,884

-

Operating loss

5

(2,232,723)

(7,498,926)

Interest receivable and similar income

6

1,495,205

721,420

Interest payable and similar expenses

7

(1,011,619)

(686,167)

 

483,586

35,253

Loss before tax

 

(1,749,137)

(7,463,673)

Tax on loss

11

587,838

1,159,797

Loss for the year

 

(1,161,299)

(6,303,876)

The above results were derived from continuing operations.

 

Mindful Chef Limited

Balance Sheet

31 December 2023

Note

31 December
2023
£

(As restated)

31 December
2022
£

Fixed assets

 

Intangible assets

12

3,099,833

3,527,953

Tangible assets

13

4,986,846

4,780,701

Right of use assets

14

10,152,303

10,543,842

 

18,238,982

18,852,496

Current assets

 

Inventories

15

1,745,402

2,391,012

Trade and other receivables

16

32,901,389

31,137,251

Cash at bank and in hand

17

4,992,079

5,691,226

 

39,638,870

39,219,489

Creditors: Amounts falling due within one year

18

(7,514,114)

(6,925,204)

Net current assets

 

32,124,756

32,294,285

Total assets less current liabilities

 

50,363,738

51,146,781

Creditors: Amounts falling due after more than one year

19

(20,662,383)

(20,236,051)

Provisions for liabilities

22

(807,023)

(936,047)

Net assets

 

28,894,332

29,974,683

Capital and reserves

 

Called up share capital

23

534

534

Share premium reserve

 

9,023,749

9,023,749

Capital contribution reserve

 

898,638

817,690

Other reserves

 

10,000

10,000

Retained earnings

 

18,961,411

20,122,710

Shareholders' funds

 

28,894,332

29,974,683

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

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

Timothy Lee

Director

Company registration number: 09270945

 

Mindful Chef Limited

Statement of Changes in Equity

Year Ended 31 December 2023

Share capital
£

Share premium
£

Capital contribution reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2023

534

9,023,749

817,690

10,000

20,122,710

29,974,683

Loss for the year

-

-

-

-

(1,161,299)

(1,161,299)

Total comprehensive income

-

-

-

-

(1,161,299)

(1,161,299)

Share based payment transactions

-

-

80,948

-

-

80,948

At 31 December 2023

534

9,023,749

898,638

10,000

18,961,411

28,894,332

Share capital
£

Share premium
£

Capital contribution reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2022

534

9,023,749

-

10,000

26,426,586

35,460,869

Loss for the year (As restated)

-

-

-

-

(6,303,876)

(6,303,876)

Total comprehensive income

-

-

-

-

(6,303,876)

(6,303,876)

Share based payment transactions

-

-

817,690

-

-

817,690

At 31 December 2022

534

9,023,749

817,690

10,000

20,122,710

29,974,683

 

Mindful Chef 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 & Wales.

The address of its registered office 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.

The equivalent disclosures are included in the financial statements of Nestle SA, whose address is in note 27.

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.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Transition to FRS 101

This is the first set of financial statement prepared by Mindful Chef 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 differences arising on transition. Comparative information has therefore been restated. See note 28 for details and impact of the restatement.

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

Revenue recognition

Performance obligations and timing of revenue recognition:

The majority of the Company’s revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the Company no longer has physical possession, ) and retains none of the significant risks and rewards of the goods in question.

Determining the transaction price:

The company’s revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices.

Allocating amounts to performance obligations:

There is a fixed unit price for each product sold, with discounts given on some orders, which are given at the time of placing the order. Therefore there is no judgement involved in allocating the contract price to each order.


Turnover is shown net of value added tax, returns, rebates ad discounts and after eliminating sales within the company.

The company recognises revenue upon delivery to the customer. Revenue from the sale of gift vouchers is deferred and recognised on use of the voucher by the customer.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Tax

The tax expense for the period comprises current and deferred 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 income 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.

Intangible assets

Intangible assets are stated in the balance sheet at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:

Asset class

Amortisation method and rate

Software development

Straight line over 3 years

Tangible assets

Tangible assets is stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold improvements

Over life of lease

Furniture, fittings and equipment

Straight line over 2-5 years

Motor vehicles

Straight line over 2 years

Other property, plant and equipment

Straight line over 2-10 years

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as fixed assets.

Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the trade receivables.

Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the average cost method.

At each reporting date, inventories are assessed for impairment. If inventories are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Leases

Definition

The company accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of time in exchange for consideration. Leases are those contracts that satisfy the following criteria:

(a) There is an identified asset;
(b) The company obtains substantially all the economic benefits from use of the asset; and
(c) The company has the right to direct use of the asset.

The company considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract is not identified as giving rise to a lease.

In determining whether the company obtains substantially all the economic benefits from use of the asset, the company considers only the economic benefits that arise use of the asset, not those incidental to legal ownership or other potential benefits.

In determining whether the company has the right to direct use of the asset, the company considers whether it directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, the company considers whether it was involved in the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or portion of a contract does not satisfy these criteria, the company applies other applicable IFRSs rather than IFRS 16.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
• Leases of low value assets; and
• Leases with a duration of 12 months or less.

Initial recognition and measurement

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the company’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:
• amounts expected to be payable under any residual value guarantee;
• the exercise price of any purchase option granted in favour of the company if it is reasonable certain to assess that option;
• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
• lease payments made at or before commencement of the lease;
• initial direct costs incurred; and
• the amount of any provision recognised where the company is contractually required to
dismantle, remove or restore the leased asset (typically leasehold dilapidations – see note 22)

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

When the company revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further
reduction is recognised in profit or loss.

Short term and low value leases

The company has made an accounting policy election, by class of underlying asset, not to recognise lease assets and lease liabilities for leases with a lease term of 12 months or less (i.e., short-term leases).
The company has made an accounting policy election on a lease-by-lease basis, not to recognise lease assets on leases for which the underlying asset is of low value.
Lease payments on short term and low value leases are accounted for on a straight line bases over the term of the lease or other systematic basis if considered more appropriate. Short term and low value lease payments are included in operating expenses in the profit and loss account.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

For defined contribution plans contributions are paid publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as an asset.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Share based payments

When options over shares in Mindful Chef Topco Limited are issued to employees of Mindful Chef Limited, Mindful Chef Limited recognises 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.

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 all assets and liabilities reflected in the balance sheet, although excluding tangible assets, investment properties, intangible assets, deferred tax assets, prepayments, deferred tax liabilities and employee benefits plan.

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.

All regular way purchases and sales of financial assets and financial liabilities classified as fair value through profit or loss (“FVTPL”) are recognised on the trade date, i.e. the date on which the company commits to purchase or sell the financial assets or financial liabilities. All regular way purchases and sales of other financial assets and financial liabilities are recognised on the settlement date, i.e. the date on which the asset or liability is received from or delivered to the counterparty. Regular way purchases or sales are purchases or sales of financial assets that require delivery within the time frame generally established by regulation or convention in the market place.

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

Classification and measurement

Financial assets within the scope of IFRS 9 are classified as fair value through profit or loss, fair value through other comprehensive income or at amortised cost.

The company currently holds no financial assets at fair value through other comprehensive income or fair value through profit or loss. The company determines the classifications of its financial assets on initial recognition and, where allowed and appropriate, re-evaluates the designation at each financial year end.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Financial assets at amortised cost

This category of financial asset incorporates financial assets where the objective is to hold the asset
in order to collect contractual cash flows and the contractual cash flows are solely payments of
principal and interest. Assets in this category include trade and other receivables and cash and cash equivalents. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

For trade and other receivables, at each year-end, the company assesses whether the credit risk on financial
assets has increased significantly since initial recognition. If the credit risk on financial assets has not
increased significantly since initial recognition, the company measures the loss allowance for financial
assets at an amount equal to the 12-month expected credit losses. If the credit risk on financial assets
has increased significantly since initial recognition or for credit impaired financial assets, the company
measures the allowance account for the financial assets at an amount equal to the lifetime expected
credit losses.

A financial asset is derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and reward are transferred.

Financial liabilities at amortised cost

These financial liabilities include trade and other payables and finance lease liabilities. Financial
liabilities are initially recognised at fair value adjusted for any directly attributable transaction costs.

After initial recognition, financial liabilities are measured at amortised cost using the effective interest
method, with interest-related charges recognised as an expense in finance costs. Discounting is
omitted where the effect of discounting is immaterial.

A financial liability is derecognised only when the contractual obligation is extinguished, that is, when
the obligation is discharged, cancelled or expires.

Impairment of financial assets

Measurement of Expected Credit Losses

The company recognises loss allowances for expected credit losses (ECL) on financial instruments that are not measured at FVTPL, namely:

- Financial assets that are debt instruments
- Accounts and other receivables and
- Loan commitments issued.

For trade receivables, the company applies the simplified approach, which requires expected lifetime losses to be recognised from initial recognition of the trade receivables.

However, due to the nature of customers and immaterial trade receivables balance, expected credit losses are negligible.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Key judgements and 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:

The carrying value of intangible assets requires estimation as to the useful economic life of the assets, in addition to the value of any impairment provision to be recognised against the asset. The carrying value of intangible assets is reviewed in light of operational performance of the assets. The carrying amount is £3,099,833 (2022 - £3,527,953).

The carrying value of inventories held at year end requires estimation as to the recoverable value of inventory held. Provision is made against amounts which are considered irrecoverable on a line-by-line basis. The carrying amount is £1,745,402 (2022 - £2,391,012).

The fair value of share options is an estimate. It is calculated with reference to an option pricing model. The carrying amount is £898,638 (2022 - £817,690).

3

Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

2023
£

2022
£

Sale of goods

50,917,303

58,805,154

The analysis of the company's turnover for the year by class of business is as follows:

2023
£

2022
£

Sale of recipe boxes and meals

50,917,303

58,805,154

The analysis of the company's turnover for the year by market is as follows:

2023
£

2022
£

UK

50,917,303

58,805,154

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

4

Other operating income

The analysis of the company's other operating income for the year is as follows:

2023
£

2022
£

Other operating income

18,884

-

5

Operating loss

Arrived at after charging/(crediting)

2023
£

(As restated)

2022
£

Depreciation expense

825,542

554,951

Depreciation on right of use assets - machinery

989,421

929,000

Depreciation on right of use assets - property

282,532

282,532

Amortisation expense

2,051,250

1,636,217

Research and development cost

72,692

86,403

Foreign exchange losses/(gains)

5,213

(4,639)

Profit on disposal of Tangible assets

-

(6,500)

Expense on low value leases

321,407

334,650

6

Interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

78,656

-

Interest income from group undertakings

1,416,549

721,420

1,495,205

721,420

7

Interest payable and similar expenses

2023
£

(As restated)

2022
£

Interest on obligations under finance leases and hire purchase contracts

6,254

5,280

Interest expense on other financing liabilities

18,598

-

Interest expenses to group undertakings

885,892

574,370

Interest expense on leases - Machinery

89,111

93,346

Interest expense on leases - Property

11,764

13,171

1,011,619

686,167

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

5,295,514

5,904,514

Social security costs

655,162

721,440

Pension costs, defined contribution scheme

80,856

100,337

Share-based payment expenses

41,223

384,891

6,072,755

7,111,182

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Production

16

21

Administration and support

74

96

90

117

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

701,407

526,858

Contributions paid to money purchase schemes

3,962

5,283

Directors amount under long term incentive schemes in respect of qualifying services

41,223

384,891

746,592

917,032

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Received or were entitled to receive shares under long term incentive schemes

4

1

Accruing benefits under money purchase pension scheme

4

4

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

In respect of the highest paid director:

2023
£

2022
£

Remuneration

192,694

157,916

Benefits under long-term incentive schemes

35,223

384,891

Company contributions to money purchase pension schemes

110

1,321

During the year the highest paid director received or was entitled to receive shares under a long term incentive scheme.

10

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

19,875

15,750

Other fees to auditors

All other non-audit services

15,952

12,000


 

11

Taxation

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

2023
£

2022
£

Current taxation

UK corporation tax

(401,398)

(1,863,209)

UK corporation tax adjustment to prior periods

(57,416)

79,546

(458,814)

(1,783,663)

Deferred taxation

Arising from origination and reversal of temporary differences

(129,653)

423,739

Arising from changes in tax rates and laws

629

200,127

Total deferred taxation

(129,024)

623,866

Tax receipt in the profit and loss account

(587,838)

(1,159,797)

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

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
£

(As restated)

2022
£

Loss before tax

(1,749,137)

(7,463,673)

Corporation tax at standard rate

(411,047)

(1,418,098)

Decrease from effect of capital allowances depreciation

(4,598)

(153,763)

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

126

(1,489)

Increase from effect of exercise employee share options

-

155,361

(Decrease)/increase in current tax from unrecognised temporary difference from a prior period

(196,918)

77,274

Deferred tax expense relating to changes in tax rates or laws

629

200,127

Decrease from changes in financial reporting framework

-

(19,209)

Other tax effects for reconciliation between accounting profit and tax expense

23,970

-

Total tax credit

(587,838)

(1,159,797)

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Deferred tax

Deferred tax assets and liabilities

2023

Asset
£

Liability
£

Net deferred tax
£

Accelerated tax depreciation

-

(942,606)

(942,606)

Other items

237,764

-

237,764

237,764

(942,606)

(704,842)

2022

Asset
£

Liability
£

Net deferred tax
£

Accelerated tax depreciation

-

(839,425)

(839,425)

Other items

5,559

-

5,559

5,559

(839,425)

(833,866)

Deferred tax movement during the year:

At 1 January 2023
£

Recognised in income
£

At
31 December 2023
£

Accelerated tax depreciation

(839,425)

(103,181)

(942,606)

Other items

5,559

232,205

237,764

(833,866)

129,024

(704,842)

Deferred tax movement during the prior year:

At 1 January 2022
£

Recognised in income
£

At
31 December 2022
£

Accelerated tax depreciation

(210,000)

(629,425)

(839,425)

Other items

-

5,559

5,559

(210,000)

(623,866)

(833,866)

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

12

Intangible assets

Internally generated software development costs
£

Total
£

Cost or valuation

At 1 January 2023

6,495,662

6,495,662

Additions

1,623,130

1,623,130

At 31 December 2023

8,118,792

8,118,792

Amortisation

At 1 January 2023

2,967,709

2,967,709

Amortisation charge

2,051,250

2,051,250

At 31 December 2023

5,018,959

5,018,959

Carrying amount

At 31 December 2023

3,099,833

3,099,833

At 31 December 2022

3,527,953

3,527,953

The directors consider the capitalised development costs to be an asset as they are expected to generate future cashflows for the company. As a result the expenditure capitalised within these assets is not treated as a loss in calculating distributable reserves

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

13

Tangible assets

Land and buildings
£

Furniture, fittings and equipment
£

Motor vehicles
£

Assets under construction
£

Other Tangible assets
£

Total
£

Cost or valuation

At 1 January 2023

1,386,387

236,683

2,875

763,916

3,414,714

5,804,575

Additions

97,450

6,394

-

-

1,055,629

1,159,473

Disposals

-

(19,683)

(2,875)

-

(34,934)

(57,492)

Transfers

-

-

-

(763,916)

636,130

(127,786)

At 31 December 2023

1,483,837

223,394

-

-

5,071,539

6,778,770

Depreciation

At 1 January 2023

282,772

165,983

2,875

-

572,244

1,023,874

Charge for the year

275,750

53,462

-

-

496,330

825,542

Eliminated on disposal

-

(19,683)

(2,875)

-

(34,934)

(57,492)

At 31 December 2023

558,522

199,762

-

-

1,033,640

1,791,924

Carrying amount

At 31 December 2023

925,315

23,632

-

-

4,037,899

4,986,846

At 31 December 2022

1,103,615

70,700

-

763,916

2,842,470

4,780,701

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases:

 

31 December
2023
£

31 December
2022
£

Other property, plant and equipment

-

124,815

     

Included within the net book value of leasehold improvements above is £925,315 (2022 - £1,103,615) in respect of short leasehold land and buildings.

14

Right of use assets

Machinery
£

Property
£

Total
£

Cost or valuation

At 1 January 2023

9,212,586

2,542,788

11,755,374

Revalued

880,414

-

880,414

At 31 December 2023

10,093,000

2,542,788

12,635,788

Depreciation

At 1 January 2023

929,000

282,532

1,211,532

Charge for the year

989,421

282,532

1,271,953

At 31 December 2023

1,918,421

565,064

2,483,485

Carrying amount

At 31 December 2023

8,174,579

1,977,724

10,152,303

15

Inventories

31 December
2023
£

31 December
2022
£

Raw materials

986,560

842,523

Finished goods

407,611

966,267

Packaging

351,231

582,222

1,745,402

2,391,012

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

16

Trade and other receivables

31 December
2023
£

31 December
2022
£

Trade receivables

194,130

362,258

Trade receivables from group undertakings

26,767,557

25,408,585

Prepayments and accrued income

656,414

892,351

Corporation tax asset

2,193,177

2,204,663

Other Trade receivables

3,090,111

2,269,394

 

32,901,389

31,137,251

Less non-current portion

(28,607,816)

(26,953,440)

4,293,573

4,183,811

The non-current debtor relates to transactions with the directors for the issue of shares, deal fees and a balance due from a fellow group company. See further details in Note 26.

There is a £nil (2022 - £nil) provision against trade and other receivables.

17

Cash at bank and in hand

31 December
2023
£

31 December
2022
£

Cash at bank

4,992,079

5,691,226

18

Payables: amounts falling due within one year

31 December
2023
£

31 December
2022
£

Trade payables

1,943,204

2,058,874

Accrued expenses

2,959,434

2,720,447

Social security and other taxes

443,402

183,817

Outstanding defined contribution pension costs

20,155

22,234

Other payables

55,585

88,479

Current portion of long term lease liabilities

1,296,486

1,243,102

Deferred income

795,848

608,251

7,514,114

6,925,204

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

19

Payables: amounts falling due after more than one year

31 December
2023
£

31 December
2022
£

Loans and borrowings

11,611,175

10,725,283

Other payables

15,999

59,485

Long term lease liabilities

9,035,209

9,451,283

20,662,383

20,236,051

20

Loans and borrowings

31 December
2023
£

31 December
2022
£

Non-current loans and borrowings

Amounts due to group undertakings

11,611,175

10,725,283

Amounts owed to group undertakings

The intra-group loan is denominated in sterling with a nominal interest rate of SONIA + 4.5793%, and with the final instalment due on 1 December 2025. The carrying amount at year end is £11,611,175 (2022 - £10,725,283).

£nil amount is due in less than one year to group undertakings. £11,611,175 is the amount due in more than one year to group undertakings. No amount is due more than 5 years.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

21

Obligations under leases

Operating leases

The total future value of minimum lease payments is as follows:

31 December
2023
£

31 December
2022
£

Within one year

301,215

345,089

In two to five years

320,389

621,604

621,604

966,693

The amount of non-cancellable operating lease payments recognised as an expense during the year was £321,407 (2022 - £332,042)

22

Other provisions

Deferred tax
£

Dilapidation provisions
£

Total
£

At 1 January 2023

833,866

102,181

936,047

Increase (decrease) in existing provisions

(129,024)

-

(129,024)

At 31 December 2023

704,842

102,181

807,023

Deferred tax
£

Dilapidation provisions
£

Total
£

At 01 January 2022

210,000

18,994

228,994

Increase (decrease) in existing provisions

623,866

83,187

707,053

At 31 December 2022

833,866

102,181

936,047

Provisions have been recognised in respect of obligations under property leases. It is anticipated that the rectification works will be payable at the termination of the lease term.

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

23

Share capital

Allotted, called up and fully paid shares

 

31 December
2023

31 December
2022

 

No.

£

No.

£

Ordinary of £0.00001 each

37,417,931

374.18

37,417,931

374.18

A Ordinary of £0.00001 each

13,195,695

131.96

13,195,695

131.96

B Ordinary of £0.00001 each

2,781,177

27.81

2,781,177

27.81

 

53,394,803

533.95

53,394,803

533.95

Rights, preferences and restrictions

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

24

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £80,856 (2022 - £100,337).

Contributions totalling £(20,155) (2022 - £(22,234)) were payable to the scheme at the end of the year and are included in creditors

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

25

Share-based payments

Option Scheme

Scheme details and movements

Mindful Chef Topco Limited introduced a share option scheme in which certain employees of and advisors to Mindful Chef Limited participate.
Under the scheme, Mindful Chef Topco has granted options over B Ordinary shares in Mindful Chef Topco. 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

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

Charge/credit arising from share-based payments

The total charge/(credit) for the year for share-based payments was £55,155 (2022 - £817,690).

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

26

Related party transactions

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

Transactions with directors

Loans, transactions and guarantees with directors

2023

At 1 January 2023
£

Advances to directors
£

At 31 December 2023
£

The Directors

Issue of shares

812,747

-

812,747

Deal fees

296,540

7,052

303,592

 

1,109,287

7,052

1,116,339

     

 

2022

At 1 January 2022
£

Advances to directors
£

At 31 December 2022
£

The Directors

Issue of shares

812,747

-

812,747

Deal fees

289,488

7,052

296,540

 

1,102,235

7,052

1,109,287

     

Summary of transactions with entities with joint control or significant interest

In 2021, the company sold its intellectual property to a fellow group company for £42,773,000 via an intercompany loan. The balance outstanding on the loan at 31 December 2023 was £26,691,945 (2022 - £25,316,815). Interest is accrued on the outstanding balance at 0.93% + 3-month SONIA, and the charge for the year was £1,375,130 (2022 - £714,055). The balance is repayable in full on 31 December 2024.

The intellectual property is leased back to the company free of charge until 31 December 2024.

 

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Income and receivables from related parties

2023

Entities with joint control or significant influence
£

Sale of goods

175

Receipt of services

60,397

60,572

Amounts receivable from related party

9,000

2022

Entities with joint control or significant influence
£

Sale of goods

12,123

Expenditure with and payables to related parties

2023

Parent
£

Purchase of goods

10,365

Amounts payable to related party

13,248

Loans from related parties

2023

Parent
£

At start of period

10,725,283

Interest charged

885,892

At end of period

11,611,175

2022

Parent
£

At start of period

10,150,913

Interest charged

574,370

At end of period

10,725,283

Terms of loans from related parties

Interest is charged on the loan at 4.5793% + 3 month SONIA. The loan is repayable in full on 1 December 2025.
 

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

27

Parent and ultimate parent undertaking

The company's immediate parent is Mindful Chef Topco Limited.

The ultimate parent is Nestlé S.A..

The parent of the smallest group in which these financial statements are consolidated is Nestlé S.A..

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

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

28

Transition to FRS 101

Balance Sheet at 1 January 2022
 

As originally reported
£

Reclassification
£

As restated
£

Fixed assets

Intangible assets

2,473,116

-

2,473,116

Tangible fixed assets

1,754,628

-

1,754,628

Right of use assets

-

11,755,374

11,755,374

4,227,744

11,755,374

15,983,118

Current assets

Stocks

1,789,089

-

1,789,089

Debtors

41,850,014

-

41,850,014

Cash at bank and in hand

6,586,611

-

6,586,611

50,225,714

-

50,225,714

Creditors: Amounts falling due within one year

(8,546,053)

(1,060,989)

(9,607,042)

Net current assets/(liabilities)

41,679,661

(1,060,989)

40,618,672

Total assets less current liabilities

45,907,405

10,694,385

56,601,790

Creditors: Amounts falling due after more than one year

(10,217,542)

(10,694,385)

(20,911,927)

Provisions for liabilities

(228,994)

-

(228,994)

Net assets/(liabilities)

35,460,869

-

35,460,869

Capital and reserves

Share capital presented as equity

534

-

534

Share premium reserve

9,023,749

-

9,023,749

Other reserves

10,000

-

10,000

Profit and loss account

26,426,586

-

26,426,586

Shareholders' funds/(deficit)

35,460,869

-

35,460,869

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Balance Sheet at 31 December 2022
 

As originally reported
£

Reclassification
£

As restated
£

Fixed assets

Intangible assets

3,527,953

-

3,527,953

Tangible fixed assets

4,780,701

-

4,780,701

Right of use assets

-

10,543,842

10,543,842

8,308,654

10,543,842

18,852,496

Current assets

Stocks

2,391,012

-

2,391,012

Trade and other receivables

31,137,251

-

31,137,251

Cash at bank and in hand

5,691,226

-

5,691,226

39,219,489

-

39,219,489

Creditors: Amounts falling due within one year

(5,996,744)

(928,460)

(6,925,204)

Net current assets/(liabilities)

33,222,745

(928,460)

32,294,285

Total assets less current liabilities

41,531,399

9,615,382

51,146,781

Creditors: Amounts falling due after more than one year

(10,784,768)

(9,451,283)

(20,236,051)

Provisions for liabilities

(873,047)

(63,000)

(936,047)

Net assets/(liabilities)

29,873,584

101,099

29,974,683

Capital and reserves

Share capital presented as equity

534

-

534

Share premium reserve

9,023,749

-

9,023,749

Capital contribution reserve

817,690

-

817,690

Other reserves

10,000

-

10,000

Profit and loss account

20,021,611

101,099

20,122,710

Shareholders' funds/(deficit)

29,873,584

101,099

29,974,683

 

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Profit and loss account for the financial year ended 31 December 2022
 

As originally reported
£

Reclassification
£

As restated
£

Turnover

58,805,154

-

58,805,154

Cost of sales

(44,065,600)

-

(44,065,600)

Gross profit/(loss)

14,739,554

-

14,739,554

Administrative expenses

(22,446,096)

207,616

(22,238,480)

Operating profit/(loss)

(7,706,542)

207,616

(7,498,926)

Interest receivable and similar income

721,420

-

721,420

Interest payable and similar expenses

(579,650)

(106,517)

(686,167)

141,770

(106,517)

35,253

Profit/(loss) before tax

(7,564,772)

101,099

(7,463,673)

Tax on profit on ordinary activities

1,159,797

-

1,159,797

Profit/(loss) for the financial year

(6,404,975)

101,099

(6,303,876)