The directors present the strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the company during the year was that of the builders and civil engineering contractors.

2024 saw a 1.5% decrease in turnover (2023: 4.6% increase). Profit before tax decreased from £3,140,000 to £2,955,000.

The company has achieved another good set of financial results maintain its position as market leader in the construction of food and drink related new builds, extensions and renovations. The strength of our relationships established with both sector consultants and household name brands generated 65% repeat business in 2024, whilst new client growth helps to expand our customer reach.

The pipeline for Clegg Food Projects Limited remains consistent. Food and drink sector continues to enjoy a market leading position within the sector. The focus on negotiated and repeat business tendering, along with selective supply chain procurement has helped the business generate a pipeline of well performing contracts trading through 2024, 2025 and into 2026.

The company aims to minimise risks and uncertainties to the level of the market place in which it operates and achieves this through its internal controls and review procedures.

The company makes sales and applications for payment on normal credit terms and manages related risks through its credit control procedures. The company does not hedge interest payments on any of its borrowings.

The directors use a range of key performance indicators to evaluate the performance of the business. Of these, the level of sales and gross profit are the key factors. The gross profit margin has increased to 6.5% of sales (2023: 6.2%).

Clegg Food Projects continues to be the market leader in the food and drink construction sector, which has continued to experience strong investment driven by inflation, innovation and changes in consumer demand.

The company has secured more than 60% of turnover on a rolling 12-month forecast, which gives the directors confidence around the forthcoming period.

As required by Section 172 of the Companies Act, a director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

• The likely consequences of any decision in the long term;

• The interest of the company's employees;

• The need to foster the company's business relationships with suppliers, customers and others;

• The impact of the company's operations on the community and the environment;

• The desirability of the company maintaining a reputation for high standards of business conduct; and

• The need to act fairly as between members of the company.

The company's engagement with its stakeholders and consideration of their respective interests is as follows:

The directors ensured all employees were aware of the objectives and results of the company through presentations and meetings. It has also been their focus to provide a positive work environment for all employees with opportunities for all to grow and achieve their potential.

The company collaborates with a variety of customers and our success depends on having the resources and skills necessary to guarantee a superior service level and product quality. The company has a longstanding relationship with local and international suppliers ensuring conformance of quality, cost competiveness and sourcing guarantee.

The company is an important job contributor in our regions and invests in solutions to reduce our impact on the environment.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 11.

Ordinary dividends were paid amounting to £3,500,000 (2023: £4,000,000). The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

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.

The auditor, UHY Hacker Young, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The UK Government's Streamline Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019. The table below represents the company's energy use and associated greenhouse gas (GHG) emissions from electricity and fuel in the UK for the year ended 31 December 2024.

The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. The 2024 UK Government GHG Conversion Factors for Company Reporting published by the Department for Energy Security and Net Zero are used to convert energy use in our operations to emissions of CO2e. Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method.

This reflects the average emission of the grid where the energy consumption occurs. Data sources include billing, invoices and internal systems. We purchase 50% renewable electricity for our Nottingham site. For transport data where actual usage data (e.g. litres) was unavailable conversions were made using average fuel consumption factors to estimate the usage.

We have chosen to report our gross emissions against £m turnover. The value for the intensity ratio was 4.01 tonnes CO2e per £m turnover (2023: 2.69).

We are committed to responsible energy management and will practice energy efficiency throughout our organisation, wherever it is cost effective. We recognise that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.

Energy efficiency actions taken in 2024 include:

• Increased/encouraged the procurement of electric/hybrid company and grey fleet vehicles;

• Installation of energy efficient lighting systems within offices & welfare units across sites;

• Installation of smart plug control systems to shutdown electricity usage during silent hours;

• Developed the procurement for more IT based energy efficiency solutions to include cloud-based document storage, Gaia Automate (smart control of energy usage) and retina and fingerprint access solutions;

• Developed a meeting strategy to help reduce travel and manage time better;

• Considered options for carbon offsetting to local initiatives and for projects as required; and

• Considered options for the use of HVO (Hydrotreated Vegetable Oil).

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;

• 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.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Clegg Food Projects Limited (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 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, including FRS 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.

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'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.

Other information

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.

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.

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.

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.

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. 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, The Building Regulations 2010, Building Safety Act 2022, Building Act 1984 and Health & Safety legislation.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue on the long term construction contracts and recognition of the profit on this work.

Audit procedures performed included:

• Challenge management's forecasts, assessing the expected margin on significant projects in light of the post year end information available;

• Challenge management's forecasts, assessing the appropriateness of the key assumptions, which includes the expected recovery of variations and retentions;

• Enquiry of management regarding any instances of actual or potential fraud during the year;

• Review of historic estimates on since completed contracts for evidence of management bias;

• Enquiry of management regarding actual and potential litigation and claims, or any potential breaches of laws and regulations;

• Review of the financial statement disclosures to underlying supporting documentation;

• Enquiries of management and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud; and

• Reviewing minutes of meetings of those charged with governance.

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. Also, 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 or intentional misrepresentations, or through collusion.

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.

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.

The Profit And Loss Account has been prepared on the basis that all operations are continuing operations.

Clegg Food Projects Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bishops House, 42 High Pavement, The Lace Market, Nottingham, NG1 1HN.

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 £'000.

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 eexemptions 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': Carrying amounts; and

• Section 33 ‘Related Party Disclosures’: Disclosure of related party balances and compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Clegg Holdings Limited. These consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

Atruet the time of approving the financial statements, the directors have a reasonable expectation, that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises of the value of contracting work executed during the year. The value of contracted work is based on measured valuations, incorporating profit earned to the valuation date, taking into account cost to completion and any anticipated losses.

The amount by which recorded revenue on uncompleted contracts is in excess of payments on account is classified as amounts recoverable on contracts and separately disclosed in debtors.

Cash received on account of contracts is deducted from amounts recoverable on contracts, such amounts which have been received and exceed amounts recoverable are included as contract liabilities in creditors.

Tangible fixed assets are measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on a straight line basis as follows:

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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to the profit or loss on a straight line basis over the term of the relevant lease.

In the application of the company’s accounting policies, the directors are required to make judgements, 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company uses the percentage-of-completion method in accounting for its construction contracts. Use of the percentage-of-completion method requires the company to estimate the construction performed to date as a proportion of the total contracted work to be performed. The estimation of the revenue and profit recognition by reference to the stage of completion can involve considerable judgement around future margins. The percentage of completion is determined using stage valuations provided by third-party chartered surveyors and therefore provides an independent reliable valuation.

The company reviews these estimates and assumptions as each contract progresses. To the extent that the amounts receivable on the contracts are different to the amounts recorded such differences will impact revenue and cost of sales in the period in which such determination is made.

The retentions held due from customers in respect of long-term construction contracts are included within trade debtors. Retention balances are regularly reviewed by the directors to assess their recoverability. Whilst the retention balances recognised at the year end are all considered to be recoverable, there is a degree of judgement regarding the customer's ability to pay.

The whole of the turnover is attributable to one class of business.

All turnover arose within the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

The actual credit 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:

The prior year adjustments predominantly relate to research and development claims.

The investment in Clegg Special Projects Limited is held at the value of £1 (2023: £1). Due to the accounts being rounded to the nearest thousand, this amount isn't shown within investments on the balance sheet.

Details of the company's subsidiary at 31 December 2024 is as follows:

Registered office addresses (all UK unless otherwise indicated):

Included in trade debtors is an amount of £1,279,000 (2023: £1,304,000) relating to retentions due over one year.

There has been a reclassification of gross amounts owed by contract customers in the prior year, see note 22.

Included within other creditors is an amount of £392,000 (2023: £1,123,000) relating to supply chain finance.

There has been a reclassification made to trade creditors, gross amounts owed to contract customers and other creditors in the prior year, see note 22.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax liability set out above relating to accelerated capital allowances is expected to reverse within 12 months.

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. At the balance sheet date, the company had pension contributions due of £38,000 (2023: £31,000).

The capital redemption reserve contains the nominal value of own shares that have been acquired by company and cancelled.

The profit and loss reserves represents accumulated profit or losses, net of dividends paid and other adjustments.

The company has made a cross guarantee of a loan held by Clegg Group Limited, there is a fixed and floating charge over the assets of the company.

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:

The company has taken advantage of the exemption available under section 1AC.35 of FRS 102, from disclosing transactions entered into between two or more wholly-owned members of the group.

The company is subsidiary of Clegg Group Limited.

The parent undertaking of the smallest group for which consolidated accounts are prepared is Clegg Group Limited. Consolidated accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

The parent undertaking of the largest group for which consolidated accounts are prepared is Clegg Holdings Limited. Consolidated accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

In the opinion of the directors Clegg Holdings Limited is the company's ultimate controlling company. Clegg Holdings Limited is controlled by its directors, who own the equity of the business between them. The ultimate parent company is Clegg Employee Ownership Trust.

In the prior period, a £576,000 balance included as a credit within gross amounts owed by contract customers has been reclassified to gross amounts owed to contract customers. This balance relates to contracts which have been invoiced in advance of contract valuation.

A balance of £334,000 included as a debit within trade creditors has been reclassified to amounts owed by contract customers. This amount has been reclassified to ensure contract balances are not net off.

£115,000 included as a credit balance within gross amounts owed by contract customers has also been reclassified to trade creditors. The balance represents invoices processed but not yet allocated to the relevant contract.

A balance of £78,000 has also been reclassified from trade creditors to other creditors. The balance represents the CITB creditor at the year-end.

The total effect of the above adjustments is shown on the restated balance sheet, resulting in a £795,000 reclassification between debtors and creditors. The debtors and creditors notes to the accounts are also restated. The above adjustments have a £nil effect on the profit in the prior year.