Company registration number 02077911 (England and Wales)
WHAT'S COOKING DEESIDE UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
WHAT'S COOKING DEESIDE UK LTD
COMPANY INFORMATION
Directors
Mr C Bolsius
Mr S S J Edwards
Mr Y L Regniers
Mr P H J Sanders
Company number
02077911
Registered office
Estuary House, 10th Avenue
Zone 3 Deeside Industrial Park
Deeside
Flintshire
CH5 2UA
Auditor
Kirk Rice LLP
The Courtyard
High Street
Ascot
Berkshire
SL5 7HP
WHAT'S COOKING DEESIDE UK LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 25
WHAT'S COOKING DEESIDE UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Principal activities
The principal activity of What’s Cooking Deeside UK (“the company”) is the manufacture of frozen meal components and ready meals for the food service and retail sectors. The company continues to face challenges as a consequence of inflation and availability of materials. Through swift action by the management team the impact of these adverse events was kept to a minimum and the company continued with year-on-year turnover growth.
Review of the business
Turnover increased to £64.2m (2023: £61.3m) driven by an increase in volume as opposed to solely cost increases. The company also expects costs increases going forward such as the increase to national insurance and key ingredients such as meat proteins. The focus continues to be on sustainable, profitable growth. Thanks to solid cost control and a focus on continuous improvement, gross profit increased slightly to £14.8m (2023: £13.8m) however profit after tax remained at the same level of £2.0m (2023: £2.1m).
The driver of the cost focus continues – to partially mitigate the inflationary pressures facing the company and the industry as a whole. Increased costs for raw materials, packaging and energy have been and continue to be significant. The company is putting a lot of resource in to mitigating increased costs where possible by working alongside all stakeholders to identify and implement improvements.
The company has maintained the emphasis on continuous improvement with the continuation of the business wide programme to collate and prioritise projects of this nature as well as drive the ‘war on waste’ initiatives. Innovation also continues to be a key factor in the further development of the company. By widening our product portfolio and focussing on innovative food solutions – we are able to generate value for our customers and the consumers.
Investment continued throughout the year with particular focus on efficiency and environmental projects, aligning the strategic objective of the company to improve the ESG credentials. The company undertakes regular forums with employees and third-party consultants to identify areas of improvement in this regard. Many new initiatives have been suggested by operational staff and implemented by the company with great success.
There continues to be a strong commitment to training and development of the workforce, with robust succession planning, ensuring the company is well placed to achieve its longer-term strategic goals of being first choice for quality and becoming a trusted strategic partner for our customers. Townhall sessions known as ‘Big Appetite’ have been introduced to go beyond a business update and engage employees by focusing on the company values.
WHAT'S COOKING DEESIDE UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties
The food service sector continues to face difficulties from wider economic pressures, with fewer people eating out and increases in raw material costs resulting in consolidation and restaurant closures within the industry. The company sees growth of the retail sector and diversification of the food service customer base as well as optimising existing customer relationships as the key to protect itself from the difficulties this may pose. There are also wider business risks, the key ones being as follows:
Reputational risk
There is reputational risk which could arise as a result of poor or sub-standard products. The company has built a reputation based on the quality of its products, the protection of which is paramount to the continued success of the business. The consistent quality of its products, ensured by stringent quality control and vigilance of production methods as well as investment in new innovative product is key to maintaining our reputation.
Contamination risk
Within the food industry, reputations and customers are lost on the basis of a single mistake when it involves contamination of product. The company takes a zero tolerance approach in production processes to ensure the risk of foreign contamination is minimised.
Availability of labour
The company continues to invest in staff training and values diversity in its workforce. Rising labour costs and limited availability of skilled labour are compensated by increased productivity and improved product flows.
Raw material price inflation
Inflation of raw material costs will remain very challenging for the food industry over the coming years as global demand at times outstrips supply. The company is actively pursuing price increases and inflation pass-thru mechanisms with customers as well as re-engineering products in order to minimise the effect of raw material price inflation on profitability. Included within this are energy costs.
Interest rate risk
The UK has seen the slight drop in interest rates during in 2024 from a high of 5.25% to 4.75% at the end of the year. Post year end the interest rate has since reduced to 4.25%. The possibility of further increases is a constant economic threat due to the uncertainty within the markets. Thanks to the solid net cash position however, there is no short term risk to the company. Also, owing to the company now being part of a larger group, finding appropriate external financing (when needed) is not deemed to be a risk at present, with the possibility of obtaining funding if needed from the parent company, What's Cooking Group NV.
Key performance indicators
2024 2023
£ £
Turnover 64,194,563 61,322,100
Gross profit 14,774,701 13,800,270
Gross profit % 23% 23%
Operating profit 2,777,667 2,841,121
WHAT'S COOKING DEESIDE UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Future Developments
The directors expect market conditions to stabilise in the forthcoming years as customers consolidate their business in a difficult market. Recovery from Covid-19 is positive with volumes returning to pre-pandemic levels however there is concern regarding the levels of inflation that is currently experienced in many sectors as well as rising energy prices and interest rates. Strategic partnerships developed with key customers, alongside significant investment in new products as well as the production facility is expected to allow the company to continue its growth in future years.
Section 172(1) Statement
During the financial year the directors have complied with their duty to have regard to the matters in section 172 (1) (a)-(f) of the Companies Act 2006. The directors believe that they have acted in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole.
Stakeholder engagement
The directors consider that the key stakeholders of the company are those impacted by the inputs and outputs of the company, specifically these are (in no particular order): customers, suppliers, employees, banks and financial institutions, government organisations and regulators. The company, through the directors, engages with each stakeholder at the appropriate level of detail and frequency depending on their specific requirements and level of influence and interest. The directors use a variety of methods to do this, as described in the Directors’ report.
Principal decisions
Principal decisions are those that are material to the company and also to the above stakeholder groups. During the financial year, the company has taken a number of operational and strategic decisions which the directors consider are for the benefit of the company, with a view to promoting its long term success and sustainability. Further details can be found in the review of business on page 1. The company has historically significantly invested in growth and continues to do so.
Other matters of the Section 172(1) Statement are provided in the Directors' Report. The interests of the company’s employees and the need to act fairly between members of the company are provided on page 5. The need to foster the company’s business relationships with suppliers, customers and others and the impact of the company’s operations on the community and the environment are provided on page 5.
Mr Y L Regniers
Director
24 July 2025
WHAT'S COOKING DEESIDE UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Results and dividends
The results for the year are set out on page 11.
Ordinary dividends of £1,500,000 were paid during the year. The directors propose a final ordinary dividend of £2,750,000.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr C Bolsius
Mr S S J Edwards
Mr Y L Regniers
Mr P H J Sanders
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Charitable donations
During the year charitable donations were made for a total of £1,850 (2023: £250).
Financial instruments
Cash flow risk
The company has limited exposure to the financial risk of changes in foreign exchange rates and interest rates due to the low level of foreign currency transactions and debt. The company does not hedge against exchange rate or interest rate risk.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses its own cash sources as well as group funding where required.
Credit risk
The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. To mitigate the potential impact of any credit risk, the company has a credit insurance in place on certain of its receivables.
Research and development
The company continues to invest significantly in R&D activities both by investing in internal resources, including the new product development facility and the number of chefs who are employed within it, but equally through partnerships with research institutions such as Glyndwr University. The company also continues to monitor and develop food trends in order to develop new technologies that allow for industrialisation of high quality frozen ready meals that are aligned to market demands. Although the cost related to R&D is significant, it is believed core to the company’s focus on quality ready meals for the food service and retail sectors.
WHAT'S COOKING DEESIDE UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the company.
Meetings are held on a daily basis to update employees on factory efficiency and performance and matters of concern to them, which helps to encourage engagement. Weekly company performance and KPI information is also published on noticeboards across the factory and employees are encouraged to read and helped to understand the information contained within them. Located near to the notice boards are suggestion boxes which employees are encouraged to post anything they believe management should take into consideration. Company announcements are made via the noticeboards as well as email. A monthly management meeting takes place where the management team discuss matters that affect their teams. Feedback from the wider team is collected during this meeting.
Engaging with suppliers, customers and others
The company acknowledges its commitment to all stakeholders including, but not limited to, employees, suppliers and customers. Employee engagement is actively encouraged especially in such forums as the social committee and employee suggestion opportunities. Benefits such as the employee health scheme are offered to all staff which shows the company’s commitment above paying the living wage. Training is also offered to employees at all levels. This works to the benefit of both the employee, as it allows for career development, and for the company, as the knowledge base within the company grows.
Health and safety is always at the top of the agenda, whether that be in terms of providing a safe working environment for employees and visitors, or the high level of hygiene standards in which the production facility operates.
Due diligence is performed on all suppliers to ensure compliance with health and safety regulations. The company’s supply chains include multinational, regional, national and local suppliers. Suppliers are critical partners to the company’s commitment to deliver value and to operate in a manner that is responsible, transparent and respects the human rights of all.
The company is an environmentally conscious manufacturer. An environmental committee meets on a monthly basis to discuss continuous improvement in this regard. This is further supported by external advisors in terms of energy efficiency. The company continues to invest in energy saving opportunities, of which many projects are suggested by the operational employees in the forums provided. Further information regarding energy usage is set out in the Streamlined Energy and Carbon Reporting section of the Directors' Report on page 5.
Further information is included on the website, available at whatscooking.group/en-GB.
Post reporting date events
There have been no important events affecting the company that have occurred since the end of the year.
Auditor
The auditor, Kirk Rice LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2018 require the disclosure of annual UK energy consumption and greenhouse gas emissions from SECR regulated sources.
WHAT'S COOKING DEESIDE UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
16,958,125
17,404,061
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
1,496.06
1,593.61
- Fuel consumed for owned transport
5.96
8.41
1,502.02
1,602.02
Scope 2 - indirect emissions
- Electricity purchased
1,811.63
1,789.54
Total gross emissions
3,313.65
3,391.56
Intensity ratio
kgCO2 per tonne of product
223.78
236.45
Quantification and reporting methodology
Electricity & Gas consumptions data has been obtained from utility invoices.
Transport Fuel Mileage (£) provided from company records and:
converted to kWh using DEFRA’s 2024 conversion factors for Medium Sized Unknown Fuel PHEV & EV Cars
converted to kgCO2e using DEFRA’s 2024 conversion factors for Medium Sized Unknown Fuel, PHEV & EV cars
All energy to GHG conversions have been calculated using DEFRA’s 2024 conversion factors.
Intensity measurement
Intensity ratio of GHG against Tonne of Product has been chosen in line with What’s Cooking Deeside UK Ltd’s Climate Change Agreement.
Measures taken to improve energy efficiency
In reporting period – 2024, the Company has continued its long-term energy efficiency strategy by expanding water, gas and electricity sub-metering across its site to enhance monitoring & consumption management. This has provided efficiency savings across all three utilities.
Additional energy efficiency initiatives, such as an expanded Energy Team with awareness training have been implemented, enhancing the Company’s energy saving culture and responsibilities, leading to improved efficiency and reduced waste.
Further information is set out in the engaging with suppliers, customers and others section of the Directors' Report on page 5.
WHAT'S COOKING DEESIDE UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
Statement of directors' responsibilities
The directors are responsible 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 Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The company had net current assets of £9,305,028 as at 31 December 2024 and made a profit for the year then ended of £2,043,577. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably plausible downsides, the company will have sufficient funds, to meet its liabilities as they fall due for that period. The reasonably plausible downsides include loss of significant customer base and impact of inflationary costs.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
On behalf of the board
Mr Y L Regniers
Director
24 July 2025
WHAT'S COOKING DEESIDE UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WHAT'S COOKING DEESIDE UK LTD
- 8 -
Opinion
We have audited the financial statements of What's Cooking Deeside UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
WHAT'S COOKING DEESIDE UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WHAT'S COOKING DEESIDE UK LTD
- 9 -
Matters on which we are required to report by exception
In the light of the 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 or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, 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 directors' responsibilities statement, 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's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our audit approach was developed by obtaining an understanding of the company’s activities, the key functions undertaken on behalf of the Board by management, and the overall control environment. Based on this understanding we assessed those aspects of the company’s transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our audit approach accordingly.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the Companies Act 2006, FRS 102, and regulations which affect the company's products, including BRCGS, Red Tractor, BM TRADA and LRQA.
We designed audit procedures to respond to the risk, recognising that 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 by, for example, forgery, misrepresentations or through collusion.
We focused on laws and regulations that could give rise to a material misstatement in the company financial statements. Our tests included, but were not limited to:
WHAT'S COOKING DEESIDE UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WHAT'S COOKING DEESIDE UK LTD
- 10 -
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Graham Jennings
Senior Statutory Auditor
For and on behalf of Kirk Rice LLP
24 July 2025
Statutory Auditor
The Courtyard
High Street
Ascot
Berkshire
SL5 7HP
WHAT'S COOKING DEESIDE UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
64,194,563
61,322,100
Cost of sales
(49,419,862)
(47,521,830)
Gross profit
14,774,701
13,800,270
Administrative expenses
(12,114,483)
(11,216,018)
Other operating income
117,449
256,869
Operating profit
4
2,777,667
2,841,121
Interest receivable and similar income
8
24,290
15,645
Interest payable and similar expenses
9
(38,862)
Profit before taxation
2,801,957
2,817,904
Tax on profit
10
(758,380)
(754,477)
Profit for the financial year
2,043,577
2,063,427
The profit and loss account has been prepared on the basis that all operations are continuing operations.
WHAT'S COOKING DEESIDE UK LTD
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
9,795,002
9,466,647
Current assets
Stocks
13
5,258,305
5,323,877
Debtors
14
9,663,432
8,879,034
Cash at bank and in hand
3,385,486
3,839,607
18,307,223
18,042,518
Creditors: amounts falling due within one year
15
(9,002,195)
(9,082,640)
Net current assets
9,305,028
8,959,878
Total assets less current liabilities
19,100,030
18,426,525
Creditors: amounts falling due after more than one year
16
(163,265)
(33,337)
Provisions for liabilities
Deferred tax liability
17
75,703
75,703
(75,703)
(75,703)
Net assets
18,861,062
18,317,485
Capital and reserves
Called up share capital
19
162,097
162,097
Share premium account
20
62,903
62,903
Capital redemption reserve
21
500
500
Profit and loss reserves
22
18,635,562
18,091,985
Total equity
18,861,062
18,317,485
The financial statements were approved by the board of directors and authorised for issue on 24 July 2025 and are signed on its behalf by:
Mr Y L Regniers
Director
Company registration number 02077911 (England and Wales)
WHAT'S COOKING DEESIDE UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
162,097
62,903
500
16,028,558
16,254,058
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
2,063,427
2,063,427
Balance at 31 December 2023
162,097
62,903
500
18,091,985
18,317,485
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
2,043,577
2,043,577
Dividends
11
-
-
-
(1,500,000)
(1,500,000)
Balance at 31 December 2024
162,097
62,903
500
18,635,562
18,861,062
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information
What's Cooking Deeside UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Estuary House, 10th Avenue, Zone 3 Deeside Industrial Park, Deeside, Flintshire, CH5 2UA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of What's Cooking Group NV. These consolidated financial statements are available from its registered office, Beke 1, 9950 Lievegem, Belgium, or can be obtained from the website: https://whatscooking.group under the investor relations section.
1.2
Going concern
The company had net current assets of £9,305,028 as at 31 December 2024 and made a profit for the year then ended of £2,043,577. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.true
The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably plausible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period. The reasonably plausible downsides include loss of significant customer base and impact of inflationary costs.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
1.3
Turnover
Turnover is recognised on despatch and measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Income is also received in respect of the rental of a building owned by the company, cross charges for resource and delivery costs, grants income recognised upon fulfilment of criteria, plus the recycling of materials, which is recognised in the month the service is provided and invoices on a monthly basis at the end of the month.
1.4
Tangible fixed assets
Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment.
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the shorter of the lease term or the estimated useful life.
Freehold land and buildings
4% on straight line
Plant and machinery
10% on straight line
Fixtures and fittings
25% on reducing balance (Computers) and 15% on straight line (Fixtures and fittings)
Freehold land is not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment, loss is recognised in profit or loss as described below.
1.6
Stocks
Stocks are valued at the lower of costs and net realisable value, after making due allowance for obsolete and slow moving items. Cost of stock is based on the first in first out method.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Fair value measurement of financial instruments
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation technique.
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Basic financial assets
All financial assets are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transactions, the financial asset or financial liability is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Debt instrument which meet the following conditions of being 'basic' financial instruments as defined in paragraph 11.9 of FRS 102 are subsequently measured at amortised cost using the effective interest method. Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at and undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
Other debt instruments not meeting conditions of being 'basic' financial instruments are measured at fair value through profit or loss.
Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Classification of financial liabilities
All financial liabilities are initially measured at transaction price (including transaction costs. If an arrangement constitutes a financing transactions, the financial liability is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
Basic financial liabilities
Financial liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Debt instrument which meet the following conditions of being 'basic' financial instruments as defined in paragraph 11.9 of FRS 102 are subsequently measured at amortised cost using the effective interest method. Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at and undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
Other debt instruments not meeting conditions of being 'basic' financial instruments are measured at fair value through profit or loss.
Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Current tax
When items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise that asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if: (a) the company has a legally enforceable right to set off current tax asset against current tax liabilities; and (b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future year in which significant amounts of deferred tac liabilities or assets are expected to be settled or recovered.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset (other than goodwill) that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount attributed to goodwill is adjusted by the amount of deferred tax recognised.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the company is able to control the reversal of the timing differences and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to non-depreciable property measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset. In other cases, the measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the company expects, at the end of the reporting year, to recover or settle the carrying among of its assets and liabilities.
1.11
Employee benefits
For defined contribution schemes the amount charged to the profit and loss account in respect of pension costs and other retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
1.12
Retirement benefits
The company operates a defined contribution pension scheme - contributions payable to the company's pension scheme are charged to profit or loss in the year to which they relate.
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.13
Government grants
Government grants received with conditions attached are credited to a deferred income account and released to the profit and loss account once the conditions have been satisfied.
1.14
Foreign exchange
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date - transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction Exchange differences are taken into account at the operating result.
1.15
Finance costs are charged to profit or loss over the term of the debt using the effective interest method.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised to make estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 year, or in the year of the revision and future years where the revision affects both current and future years.
In the opinion of the directors there are no sources of estimation uncertainty which have a significant risk of a material adjustment to the carrying amount of assets and liabilities within the next financial year.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
63,557,011
60,549,108
European Union
637,552
772,992
64,194,563
61,322,100
2024
2023
£
£
Other revenue
Interest income
24,290
15,645
Miscellaneous income
117,449
256,869
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(4,150)
11,637
Depreciation of owned tangible fixed assets
1,520,205
1,533,497
Loss on disposal of tangible fixed assets
1,665
-
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
52,000
48,890
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Production
329
333
Management and administration
84
85
Total
413
418
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
13,498,253
12,550,528
Social security costs
1,211,582
1,176,187
Pension costs
230,595
226,518
14,940,430
13,953,233
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
234,764
219,195
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 21 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
233,443
217,874
Company pension contributions to defined contribution schemes
1,321
1,321
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
24,290
15,645
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
-
24,215
Interest payable to group undertakings
14,647
38,862
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
758,380
754,477
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 22 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
2,801,957
2,817,904
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
700,489
704,476
Tax effect of expenses that are not deductible in determining taxable profit
97,552
(7,640)
Effect of change in corporation tax rate
(41,690)
Permanent capital allowances in excess of depreciation
189,419
256,331
Depreciation on assets not qualifying for tax allowances
225
Research and development tax credit
(229,305)
(157,000)
Taxation charge for the year
758,380
754,477
11
Dividends
2024
2023
£
£
Final paid
1,500,000
The proposed final dividend for the year ended 31 December 2024 is:
2024
2023
Per share
Total
Total
£
£
£
Ordinary dividend
1.69
2,750,000
1,500,000
The proposed final dividend is subject to approval by shareholders and has not been included as a liability in these financial statements.
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
12
Tangible fixed assets
Freehold land and buildings
Plant and machinery
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2024
9,643,334
13,751,758
2,186,186
25,581,278
Additions
1,575,248
274,977
1,850,225
Disposals
(13,722)
(13,722)
At 31 December 2024
9,643,334
15,313,284
2,461,163
27,417,781
Depreciation and impairment
At 1 January 2024
3,819,728
10,589,825
1,705,078
16,114,631
Depreciation charged in the year
507,941
851,807
160,457
1,520,205
Eliminated in respect of disposals
(12,057)
(12,057)
At 31 December 2024
4,327,669
11,429,575
1,865,535
17,622,779
Carrying amount
At 31 December 2024
5,315,665
3,883,709
595,628
9,795,002
At 31 December 2023
5,823,606
3,161,933
481,108
9,466,647
The carrying value of land and buildings comprises:
2024
2023
£
£
Freehold
792,759
1,208,461
Included in the cost of tangible fixed assets is £42,813 (2023: £42,813) in respect of capitalised finance costs.
13
Stocks
2024
2023
£
£
Raw materials and consumables
2,818,394
2,105,036
Finished goods and goods for resale
2,439,911
3,218,841
5,258,305
5,323,877
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
9,002,406
7,969,046
Amounts owed by group undertakings
285,000
Other debtors
510,535
378,107
Prepayments and accrued income
150,491
246,881
9,663,432
8,879,034
15
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
5,308,943
6,122,494
Corporation tax
246,400
286,561
Other taxation and social security
163,316
320,749
Other creditors
522,633
Accruals and deferred income
2,760,903
2,352,836
9,002,195
9,082,640
16
Creditors: amounts falling due after more than one year
2024
2023
£
£
Accruals and deferred income
163,265
33,337
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
75,703
75,703
There were no deferred tax movements in the year.
WHAT'S COOKING DEESIDE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
230,595
226,518
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share capital of 10p each
1,620,967
1,620,967
162,097
162,097
The company has one class of ordinary share capital which carry no rights to fixed income.
20
Share premium account
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
21
Capital redemption reserve
The capital redemption reserve arose following the buy back by the company of its own shares.
22
Profit and loss reserves
The retained earnings account is the sum of all previous profits and losses less any distributions made.
23
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
24,172
12,490
Between two and five years
17,134
41,306
12,490
24
Ultimate controlling party
The immediate parent undertaking of What’s Cooking Deeside UK Ltd is What’s Cooking Belgium NV. The ultimate parent, the ultimate controlling party, and largest and smallest group of which the company is a member for which group financial statements are drawn up, is What’s Cooking Group NV incorporated in Belgium, registered office: Beke 1, 9950 Lievegem, Belgium. Consolidated financial statements for What's Cooking Group NV can be obtained from the website: https://whatscooking.group under the investor relations section.
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