Mindful Chef Limited

Directors' Report for the Year Ended 31 December 2024

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 2024 was 1,892,276 kWh (2023: 2,082,515 kWh) using location based values. The greenhouse gas emissions were 392 tonnes of CO2e (2023: 431 tonnes).

The Company’s scope 3 emissions were 0.27 kg CO2e per unit (2023: 0.21kg).

The company measures its intensity ratio as tCO2 per £ revenue. In 2024 this ratio was 7 (2023: 8.5) using location based values.

Methodology
The information on energy consumption has been obtained primarily from 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.

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; only 5% of the total packaging we send to customers cannot be recycled, reduced from 13% 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; 100% of energy was bought from renewable sources in 2024
● Deliveries; deliveries on electric vehicles continue to grow with a 60% increase in final mile delivery

Disclosure of information to the auditors

Approved by the board on 14 February 2025 and signed on its behalf by:
 

Mindful Chef Limited

Statement of Directors' Responsibilities

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 2024, 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:

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:

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.

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 the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the 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:

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 occurrence and existence 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. 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 omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

Mindful Chef Limited

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

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

Use of our report

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

......................................
Nicholas Farrant BA MSc FCA (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor
 Ground Floor
Blackbrook Gate 1
Blackbrook Business Park
Taunton
Somerset
TA1 2PX

14 February 2025

Mindful Chef Limited

Profit and Loss Account

Year Ended 31 December 2024

The above results were derived from continuing operations.

Mindful Chef Limited

Balance Sheet

31 December 2024

Approved by the board and authorised for use on 14 February 2025 and signed on its behalf by:

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

Timothy Lee

Director

Company registration number: 09270945

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

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

The address of its registered office is:
Unit D Discovery House
Juniper Drive
London
SW18 1UY

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

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 and breakdown of cash equivalents, 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 2024 have had a material effect on the financial statements.

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Revenue recognition

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Foreign currency transactions and balances

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

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

Tax

Intangible assets

Amortisation

Tangible assets

Depreciation

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Cash and cash equivalents

Trade receivables

Inventories

Trade payables

Provisions

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Leases

Definition

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 2024

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

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

Share based payments

Financial instruments

Initial recognition

Classification and measurement

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

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

Evidence that the financial asset is credit-impaired include the following;

- Significant financial difficulties of the borrower or issuer;
- A breach of contract such as default or past due event;
- The restructuring of the loan or advance by the company on terms that the company would not consider otherwise;
- It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
- The disappearance of an active market for the security because of financial difficulties; or
- There is other observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the company, or economic conditions that correlate with defaults in the company.

Mindful Chef Limited

Notes to the Financial Statements

Year Ended 31 December 2024

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.

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 £2,695,891 (2023 - £3,099,833).

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 £1,375,685 (2023 - £1,745,402).

The fair value of share options is an estimate. It is calculated with reference to an option pricing model. The carrying amount is £903,638 (2023 - £898,638).

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