Year Ended
Registration number:
Mindful Chef Limited
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
|
Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Mindful Chef Limited
Company Information
Directors |
Robert Grieg-Gran Myles Hopper Giles Humphries Timothy Lee Paolo Fagnoni Richard Watson Nikhil Chand |
Registered office |
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Solicitors |
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Auditors |
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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
......................................... |
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:
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
......................................... |
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.
......................................
For and on behalf of
Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Somerset
TA1 2PX
Mindful Chef Limited
Profit and Loss Account
Year Ended 31 December 2023
Note |
2023 |
(As restated) |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
- |
|
Operating loss |
( |
( |
|
Interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
483,586 |
35,253 |
||
Loss before tax |
( |
( |
|
Tax on loss |
|
|
|
Loss for the year |
( |
( |
The above results were derived from continuing operations.
Mindful Chef Limited
Balance Sheet
31 December 2023
Note |
31 December |
(As restated) |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
Right of use assets |
|
|
|
|
|
||
Current assets |
|||
Inventories |
|
|
|
Trade and other receivables |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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
.........................................
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 |
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
- |
- |
( |
( |
Share based payment transactions |
- |
- |
80,948 |
- |
- |
80,948 |
At 31 December 2023 |
|
|
|
|
|
|
Share capital |
Share premium |
Capital contribution reserve |
Other reserves |
Retained earnings |
Total |
|
At 1 January 2022 |
|
|
- |
|
|
|
Loss for the year (As restated) |
- |
- |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
- |
- |
( |
( |
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
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:
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
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).
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
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 |
|
|
The analysis of the company's turnover for the year by market is as follows:
2023 |
2022 |
|
UK |
|
|
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Other operating income |
The analysis of the company's other operating income for the year is as follows:
2023 |
2022 |
|
Other operating income |
|
- |
Operating loss |
Arrived at after charging/(crediting)
2023 |
(As restated) |
|
Depreciation expense |
|
|
Depreciation on right of use assets - machinery |
989,421 |
929,000 |
Depreciation on right of use assets - property |
282,532 |
282,532 |
Amortisation expense |
|
|
Research and development cost |
|
|
Foreign exchange losses/(gains) |
|
( |
Profit on disposal of Tangible assets |
- |
( |
Expense on low value leases |
|
|
Interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
- |
Interest income from group undertakings |
|
|
|
|
Interest payable and similar expenses |
2023 |
(As restated) |
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Interest expense on other financing liabilities |
18,598 |
- |
Interest expenses to group undertakings |
|
|
Interest expense on leases - Machinery |
89,111 |
93,346 |
Interest expense on leases - Property |
11,764 |
13,171 |
|
|
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Share-based payment expenses |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Production |
|
|
Administration and support |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
Directors amount under long term incentive schemes in respect of qualifying services |
|
|
|
|
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Received or were entitled to receive shares under long term incentive schemes |
|
|
Accruing benefits under money purchase pension scheme |
|
|
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Benefits under long-term incentive schemes |
|
|
Company contributions to money purchase pension schemes |
|
|
During the year the highest paid director received or was entitled to receive shares under a long term incentive scheme.
Auditors' remuneration |
2023 |
2022 |
|
Audit of the financial statements |
|
|
Other fees to auditors |
||
All other non-audit services |
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
( |
( |
UK corporation tax adjustment to prior periods |
( |
|
( |
( |
|
Deferred taxation |
||
Arising from origination and reversal of temporary differences |
( |
|
Arising from changes in tax rates and laws |
|
|
Total deferred taxation |
( |
|
Tax receipt in the profit and loss account |
( |
( |
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) |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Decrease from effect of capital allowances depreciation |
( |
( |
Increase/(decrease) from effect of expenses not deductible in determining taxable profit (tax loss) |
|
( |
Increase from effect of exercise employee share options |
- |
|
(Decrease)/increase in current tax from unrecognised temporary difference from a prior period |
( |
|
Deferred tax expense relating to changes in tax rates or laws |
|
|
Decrease from changes in financial reporting framework |
- |
( |
Other tax effects for reconciliation between accounting profit and tax expense |
|
- |
Total tax credit |
( |
( |
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 |
- |
( |
( |
Other items |
|
- |
|
|
( |
( |
2022 |
Asset |
Liability |
Net deferred tax |
Accelerated tax depreciation |
- |
( |
( |
Other items |
|
- |
|
|
( |
( |
Deferred tax movement during the year:
At 1 January 2023 |
Recognised in income |
At |
|
Accelerated tax depreciation |
( |
( |
( |
Other items |
|
|
|
( |
|
( |
Deferred tax movement during the prior year:
At 1 January 2022 |
Recognised in income |
At |
|
Accelerated tax depreciation |
( |
( |
( |
Other items |
- |
|
|
( |
( |
( |
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Intangible assets |
Internally generated software development costs |
Total |
|
Cost or valuation |
||
At 1 January 2023 |
|
|
Additions |
|
|
At 31 December 2023 |
|
|
Amortisation |
||
At 1 January 2023 |
|
|
Amortisation charge |
|
|
At 31 December 2023 |
|
|
Carrying amount |
||
At 31 December 2023 |
|
|
At 31 December 2022 |
|
|
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
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 |
|
|
|
|
|
|
Additions |
|
|
- |
- |
|
|
Disposals |
- |
( |
( |
- |
( |
( |
Transfers |
- |
- |
- |
( |
|
( |
At 31 December 2023 |
|
|
- |
- |
|
|
Depreciation |
||||||
At 1 January 2023 |
|
|
|
- |
|
|
Charge for the year |
|
|
- |
- |
|
|
Eliminated on disposal |
- |
( |
( |
- |
( |
( |
At 31 December 2023 |
|
|
- |
- |
|
|
Carrying amount |
||||||
At 31 December 2023 |
|
|
- |
- |
|
|
At 31 December 2022 |
|
|
- |
|
|
|
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 |
31 December |
|
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.
Right of use assets |
Machinery |
Property |
Total |
|
Cost or valuation |
|||
At 1 January 2023 |
|
|
|
Revalued |
|
- |
|
At 31 December 2023 |
|
|
|
Depreciation |
|||
At 1 January 2023 |
|
|
|
Charge for the year |
|
|
|
At 31 December 2023 |
|
|
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
Inventories |
31 December |
31 December |
|
Raw materials |
|
|
Finished goods |
|
|
Packaging |
|
|
|
|
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Trade and other receivables |
31 December |
31 December |
|
Trade receivables |
|
|
Trade receivables from group undertakings |
|
|
Prepayments and accrued income |
|
|
Corporation tax asset |
2,193,177 |
2,204,663 |
Other Trade receivables |
|
|
|
|
|
Less non-current portion |
( |
( |
|
|
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.
Cash at bank and in hand |
31 December |
31 December |
|
Cash at bank |
|
|
Payables: amounts falling due within one year |
31 December |
31 December |
|
Trade payables |
|
|
Accrued expenses |
|
|
Social security and other taxes |
|
|
Outstanding defined contribution pension costs |
|
|
Other payables |
|
|
Current portion of long term lease liabilities |
|
|
Deferred income |
|
|
|
|
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Payables: amounts falling due after more than one year |
31 December |
31 December |
|
Loans and borrowings |
|
|
Other payables |
|
|
Long term lease liabilities |
|
|
|
|
Loans and borrowings |
31 December |
31 December |
|
Non-current loans and borrowings |
||
Amounts due to group undertakings |
|
|
Amounts owed to group undertakings
|
£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
Obligations under leases |
Operating leases
The total future value of minimum lease payments is as follows:
31 December |
31 December |
|
Within one year |
|
|
In two to five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Other provisions |
Deferred tax |
Dilapidation provisions |
Total |
|
At 1 January 2023 |
|
|
|
Increase (decrease) in existing provisions |
( |
- |
( |
At 31 December 2023 |
|
|
|
|
Deferred tax |
Dilapidation provisions |
Total |
|
At 01 January 2022 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2022 |
|
|
|
|
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
Share capital |
Allotted, called up and fully paid shares
31 December |
31 December |
|||
No. |
£ |
No. |
£ |
|
|
|
374.18 |
|
374.18 |
|
|
131.96 |
|
131.96 |
|
|
27.81 |
|
27.81 |
|
|
|
|
Rights, preferences and restrictions
Shares have the following rights, preferences and restrictions: |
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 £(
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Share-based payments |
Scheme details and movements
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 |
31 December |
|
Outstanding, start of period |
|
- |
Granted during the period |
|
|
Forfeited during the period |
( |
( |
Outstanding, end of period |
|
|
|
The movements in the weighted average exercise price of share options during the year were as follows:
31 December |
31 December |
|
Outstanding, start of period |
|
- |
Granted during the period |
|
|
Forfeited during the period |
( |
( |
Outstanding, end of period |
|
|
|
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
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 |
|
- |
|
Deal fees |
|
|
|
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 |
|
- |
|
Deal fees |
|
|
|
1,102,235 |
7,052 |
1,109,287 |
|
Summary of transactions with entities with joint control or significant interest
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 |
|
Receipt of services |
|
|
|
Amounts receivable from related party |
|
|
2022 |
Entities with joint control or significant influence |
Sale of goods |
|
|
Expenditure with and payables to related parties
2023 |
Parent |
Purchase of goods |
|
Amounts payable to related party |
|
|
Loans from related parties
2023 |
Parent |
At start of period |
|
Interest charged |
885,892 |
At end of period |
|
|
2022 |
Parent |
At start of period |
|
Interest charged |
574,370 |
At end of period |
|
|
Terms of loans from related parties
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The parent of the smallest group in which these financial statements are consolidated is
The address of Nestlé S.A. is:
Mindful Chef Limited
Notes to the Financial Statements
Year Ended 31 December 2023
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) |