Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-31 Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. Capital works in progress are not depreciated as they are not in use.Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.During the year, the Company obtained the following services from the Company's auditor: The Company did not obtain any non-audit services from the auditor during the current or prior year.The Company has recorded no income tax expense for the current year (2023: £Nil). A reconciliation of the expected tax charge to the actual tax expense is set out below. The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 23.52% (2023 - 23.52%). 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Cafedirect Roastery Limited Registered number: 04022650 Annual Report For the year ended 31 December 2024
CAFEDIRECT ROASTERY LIMITED COMPANY INFORMATION
Directors | J D Phillips
| M S Middleton
| J R Steel
| H M Baron De Kock
| R G Humphreys
Company secretary | J Wilkinson
Registered number | 04022650
Registered office | The Roastery
| Bent Ley Road
| Bent Ley Industrial Estate
| Meltham
| Holmfirth
| HD9 4EP
Independent auditor | Crowe UK LLP
| 2nd Floor
| 55 Ludgate Hill
| London
| EC4M 7JW
Bankers | Barclays Bank
| Leicester
| Leicestershire
| LE87 2BB
Solicitors | Wrigley's Solicitors LLP
| 150 Arundel Gate
| Sheffield
| S1 2FN
CAFEDIRECT ROASTERY LIMITED CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditor's Report to the members of Cafedirect Roastery Limited | 6 - 9
Statement of Comprehensive Income | 10
Statement of Financial Position | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 - 28
CAFEDIRECT ROASTERY LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present the Strategic Report for Cafedirect Roastery Limited (the "Company") for the year ended 31 December 2024. The Company is a direct subsidiary of Cafedirect plc, and together with fellow subsidiaries trade as part of the Cafedirect Group (the "Group").
Principal activities
The principal activity of the Company is the roasting, distribution and marketing of coffee and complementary products and services in the United Kingdom.
Business review
Turnover declined during 2024 to £13,018k (2023 - £15,601k) and the Company recorded a total loss of £1,054k for the year (2023 - £709k).
Principal risks, uncertainties and key performance indicators
The Directors consider that the principal risks and uncertainties faced by the Company are in the following categories: Economic risk −Sales values, analysed by product group, customer and key sectors such as UK retail, UK out-of-home and international −Gross profit, both in absolute terms and as a percentage of sales −The level of administration expenses, looking at the ongoing UK business separately from other costs −Operating profit and profit before tax −The level of working capital employed, both in absolute terms and as a percentage of sales These risks are managed by innovative product sourcing, hedging strategies, strict cost controls and other actions by the Company’s management team. Competition risk The Directors of the Company manage competition risk through close attention to costs, customer service levels, product innovation and other actions by management. - 1 -
CAFEDIRECT ROASTERY LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 Financial risk The Company has budgetary and financial reporting procedures, supported by appropriate key performance indicators, to manage credit, liquidity and other financial risk. Three of the key performance indicators (‘KPIs’) used by the Directors to monitor the performance of the business are sales and profitability reports, monitoring of cash levels and careful management of working capital. These KPls are reviewed and managed on an ongoing basis by the Directors and management team. This report was approved by the board and signed on its behalf.
J R Steel Director
Date: 24 October 2025
- 2 -
CAFEDIRECT ROASTERY LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
Results and dividends
The loss for the year, after taxation, amounted to £1,054 k (2023 - loss £709 k). Details of this are set out on pages 10 and 11. No dividends have been declared or paid during the year (2023 - £Nil).
Director
The Directors who served during the year were:
J D Phillips
M S Middleton
J R Steel
H M Baron De Kock
R G Humphreys
The Directors as at 31 December 2024 did not have any beneficial interests in the Company’s issued ordinary share capital.
Governance
The Company does not hold separate board meetings; instead its governance is conducted jointly with the parent company, Cafédirect plc. This shared governance structure ensures alignment of strategic objectives and facilitates efficient decision making across the Group. - 3 -
CAFEDIRECT ROASTERY LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Going concern
The Directors consider it appropriate to prepare these financial statements on the going concern basis. Details of this are disclosed in note 2.3.
Regulations
The new EU Deforestation Regulation (EUDR) took effect on 30th December 2024 and there was a proposed delay of 12 months. This regulation requires that all coffee traded within the European Union is certified as “deforestation free”. Whilst Cafédirect’s trade in the EU is limited, Cafédirect’s retail products are roasted and packed in the Republic of Ireland; additionally, customers in the UK are aligning with the EU regulations as a policy measure. This means that the Company must take steps to ensure its coffee purchases are certified in line with the regulations. The burden of the responsibility lies with the producers rather than Cafédirect. The primary risk lies in ensuring that the producers from whom the Company sources are able to meet the certification requirements. Cafédirect’s producer partners are based in regions where the process of certifying compliance may be complex, time-consuming and costly. Penalties for non-compliance are significant - fines of at least 4% of turnover as well as confiscation of non-compliant product. To mitigate these risks, Cafédirect is actively working with its producers and coffee partners in the UK to support producers to obtain the necessary certifications. In addition, a co-funded resource has been deployed in Peru via Producers Direct to support the process locally. Other measures, including isolating production of some products from the EU are under consideration. While considering that the regulations could pose material risk to the business, the Directors are confident that the Company has taken the steps to manage these risks and do not anticipate material downside to arise versus expectations.
Economic impact of global events
UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment. The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Summary
Having reviewed the plans, associated forecast and additional actions, along with recognising the long-term supportive nature of Cafédirect’s relationship with its bankers and other long-term stakeholders, the Directors confirm that they have a reasonable expectation that the Company has adequate resources to continue to meet its liabilities as they fall due for the foreseeable future. Accordingly, the going concern basis has been adopted in the preparation of the accounts. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. The combination of factors above represent a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. - 4 -
CAFEDIRECT ROASTERY LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Political and charitable donations
The Company made no disclosable political or charitable donations during the year (2023 - £NiI).
Matters covered in the Strategic Report
Certain information not shown in the Directors' Report is shown in the Strategic Report on pages 1-2 instead in accordance with Section 414C(11) of the Companies Act 2006. This includes the Company's financial risk management objectives and policies and its exposure to economic risk, competition risk, credit risk, liquidity risk and other financial risk.
Future developments
The Directors remain focused on maintaining and developing the Company’s market position and are committed to driving sustainable growth. Future developments will include continued investment in operational efficiencies, product innovation, and exploring opportunities to enhance the Company’s presence in its chosen markets. The Directors are confident that these initiatives will support the long-term success of the Company.
Qualifying third party indemnity provisions
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the reporting date.
Disclosure of information to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the Directors have taken all the steps that ought to have been taken as Directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
There were no subsequent events that require disclosure in the financial statements.
UK 2015 Modern Slavery Act
The Company follows the procedures of its parent company, Cafedirect plc which are set out at https://www.cafedirect .co.uk/modern-slavery -statement/.
Auditor
The auditor, Crowe UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
J D Phillips Director
Date: 24 October 2025
- 5 -
CAFEDIRECT ROASTERY LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CAFEDIRECT ROASTERY LIMITED Opinion We have audited the financial statements of Cafedirect Roastery Limited (the ‘Company’) for the period ended 31 December 2024 which comprise • the Statement of comprehensive income for the year ended 31 December 2024; • the Statement of financial position as at 31 December 2024; • the Statement of changes in equity for the year then ended; and • the notes to the financial statements, including a summary of material accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements 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 the loss for the year then ended; • the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice • the financial statements 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. Material uncertainty related to going concern We draw attention to note 2.3 in the financial statements, which indicates that the Company experienced significant losses of £1m in the period and as a result was in breach of their debt covenants with its banking partners. As stated in note 2.3, these events or conditions, along with the other matters as set out in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. - 6 -
CAFEDIRECT ROASTERY LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CAFEDIRECT ROASTERY LIMITED 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 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. Opinion on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: •the information given in the Directors' report and Strategic report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Directors' report and Strategic report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Company 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. - 7 -
CAFEDIRECT ROASTERY LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CAFEDIRECT ROASTERY LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We gained an understanding of the legal and regulatory framework applicable to the Company and industry in which the Company 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 Companies Act 2006 and tax legislation. Our procedures involved enquiries with management, review of the reporting to the Directors with respect to compliance with laws and regulation, review of board meeting minutes and review of legal correspondence. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and revenue recognition. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing accounting estimates for biases corroborating balances recognised to supporting documentation on a sample basis and ensuring accounting policies are appropriate under the relevant accounting standards and applicable law. We focused on laws and regulations that could give rise to a material misstatement in the Company financial statements. Our audit procedures included but were not limited to: • agreement of the financial statement disclosures to underlying supporting documentation; • enquiries of management; • testing of journal postings made during the year to identify potential management override of controls; • review of minutes of board meetings throughout the period; and • obtaining an understanding of the control environment in monitoring compliance with laws and regulations A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. - 8 -
CAFEDIRECT ROASTERY LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CAFEDIRECT ROASTERY LIMITED Use of the audit 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. John Glasby (Senior Statutory Auditor) for and on behalf of Crowe UK LLP 2nd Floor 55 Ludgate Hill London EC4M 7JW 27 October 2025 - 9 -
CAFEDIRECT ROASTERY LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £000 | £000
Turnover | 4 | 13,018 | 15,601
Cost of sales |  | (10,976) | (14,601)
Gross profit |  | 2,042 | 1,000
Administrative expenses |  | (3,095) | (2,904)
Extraordinary (expense)/income | 5 | - | 404
Operating loss | 6 | (1,053) | (1,500)
Interest receivable and similar income | 10 | - | 1,011
Interest payable and similar expenses | 11 | (1) | (220)
Loss before tax |  | (1,054) | (709)
Tax on loss | 12 | - | -
Loss for the financial year |  | (1,054) | (709)
Other comprehensive loss for the year |  |  |
Total comprehensive loss for the year |  | (1,054) | (709)
The notes on pages 13 to 28 form part of these financial statements.
- 10 -
CAFEDIRECT ROASTERY LIMITED REGISTERED NUMBER: 04022650 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 106 |  | -
Tangible assets | 14 |  | 185 |  | 311
|  |  | 291 |  | 311
Current assets |  |  |  |  |
Stocks | 15 | 1,316 |  | 1,452 |
Debtors: amounts falling due within one year | 16 | 1,838 |  | 2,519 |
Cash and cash equivalents | 17 | 153 |  | 413 |
|  | 3,307 |  | 4,384 |
Creditors: amounts falling due within one year | 18 | (2,891) |  | (2,911) |
Net current assets |  |  | 416 |  | 1,473
Net assets |  |  | 707 |  | 1,784
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | - |  | -
Share premium account | 20 |  | 5,690 |  | 5,690
Profit and loss account | 20 |  | (4,960) |  | (3,906)
Cash flow hedging reserve | 20 |  | (23) |  | -
|  |  | 707 |  | 1,784
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J D Phillips
Director
Date: 24 October 2025
The notes on pages 13 to 28 form part of these financial statements. - 11 -
CAFEDIRECT ROASTERY LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Cash flow hedging reserve | Profit and loss account | Total equity
| £000 | £000 | £000 | £000 | £000
At 1 January 2023 | - | - | - | (3,197) | (3,197)
Comprehensive loss for the year |  |  |  |  |
Loss for the year | - | - | - | (709) | (709)
Total comprehensive loss for the year | - | - | - | (709) | (709)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | - | 5,690 | - | - | 5,690
At 1 January 2024 | - | 5,690 | - | (3,906) | 1,784
Comprehensive loss for the year |  |  |  |  |
Loss for the year | - | - | - | (1,054) | (1,054)
Transactions during the year | - | - | (23) | - | (23)
Total comprehensive loss for the year | - | - | (23) | (1,054) | (1,077)
At 31 December 2024 | - | 5,690 | (23) | (4,960) | 707
| The notes on pages 13 to 28 form part of these financial statements.
- 12 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Cafedirect Roastery Limited ("the Company") is a private limited company incorporated in the United Kingdom. The Company is limited by shares, registered number 04022650. The address of the registered office and principal place of business is Bent Ley Industrial Estate, Meltham, Holmfirth, England, HD9 4EP. The principal activity of the Company is the roasting, distribution and marketing of coffee and complementary products and services in the United Kingdom. These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙ the requirements of Section 7 Statement of Cash Flows; ∙ the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙ the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Cafedirect Plc as at 31 December 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. - 13 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Going concern
The Company had net assets of £707k (2023 - £1,784k) at 31 December 2024 and reported operating losses of £1,053k (2023 - £1,500k). The cash position at the year end, remained strong and positive at £153k representing a tightly managed position given continuing losses and depletion of balances due to debt facility principal repayments. The continuing loss position in the first half of 2024 prompted a further review of the business’s operating expenses during the third quarter. Work to integrate Cafédirect Roastery Limited (acquired from Bewley’s Tea and Coffee Limited in June 2023) continued throughout 2024 with the implementation of SAP in the acquired business completed in April and continuing consolidation of support functions. As a result, headcount was reduced to deliver a further £0.9m savings in operating costs. Following these actions, the Group delivered a profitable final quarter. The performance of the Company was materially affected by significant increases in raw material prices. In April 2024, coffee futures on the New York Stock Exchange were trading at around 180c per pound. In the period to August 2024, the futures rose in price to around 250c per pound – an increase of 39%. Later in the year, price increased further, to a high of 350c per pound which equates to a doubling of the green coffee cost in an eight month period. Price volatility continued in early 2025 which resulted in a high of ~450c per pound during February. Cafédirect’s policy of contracting coffee at minimum six months’ demand ahead allowed time to respond to the changing price of coffee in the market. After due consideration, price increases were implemented with customers during Q4 of 2024. The impact of these increases, as well as the volatility and planning challenges around timing, the Board elected to delay budget approval until February 2025 to permit an analysis of impact to demand arising from price increases instore. In response to weaker than expected performance, a decision was taken to reduce headcount costs by a further £0.9m across the Group to take advantage of the integration of the acquisition into the Group and the operational improvements realised from the implementation of SAP. In addition, SAP has enabled visibility of products sold at low or negative margins by shelf pricing. A plan was agreed to increase prices or exit these products. In 2025 the business continues to assess and restructure as required to ensure its long-term success both for its shareholders and for the benefit of the smallholder growers and their communities. During the year, covenants relating to the Triodos debt facility were breached on eleven out of the twelve months. Triodos have responded accordingly that they will waive their right to act on the covenant breaches recorded and that specifically they are neither considering a recall of the debt, nor imposing extra costs of interest and/or other measures which could impact the business. The Bank has confirmed that covenant measures for 2025 will be based on the budget approved by the Board. It also noted that solid contingency plans were in place that were actionable and could be readily invoked in the case of lower business performance versus expectations. - 14 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Going concern (continued)
The following summarises actions • Further price increases to customers have been completed during 2025 • Focus on reduction of inventory holdings to mitigate the higher stock value arising from higher coffee prices. • Continue to reduce complexity and rationalise product ranges including removing lower profit products and services – all non-coffee SKUs were delisted during Q1 2025. • Further cost savings to be sought in Q4 2025. Regulatory The new EU Deforestation Regulation (EUDR) will become fully applicable on 30th December 2025, having been delayed by 12 months to allow affected organisations more time to comply with its requirements. This regulation requires that all coffee traded within the European Union is certified as “deforestation-free”. Whilst Cafédirect’s trade in the EU is limited, Cafédirect’s retail products are roasted and packed in the Republic of Ireland; additionally, customers in the UK are aligning with the EU regulations as a policy measure. This means that the Company must take steps to ensure its coffee purchases are certified in line with the regulations. The burden of the responsibility lies with the producers rather than Cafédirect. The primary risk lies in ensuring that the producers from whom the Group sources are able to meet the certification requirements. Cafédirect’s producer partners are based in regions where the process of certifying compliance may be complex, time consuming and costly. Penalties for non-compliance are significant - fines of at least 4% of turnover as well as confiscation of non-compliant product. To mitigate these risks, Cafédirect is actively working with its producers and coffee partners in the UK to support producers to obtain the necessary certifications. In addition, a co-funded resource has been deployed in Peru via Producers Direct to support the process locally. Other measures, including isolating production of some products from the EU are under consideration. While considering that the regulations could pose material risk to the business, the Directors are confident that the Group has taken the steps to manage these risks and do not anticipate material downside to arise versus expectations. Summary Having reviewed the plans, associated forecast to 31 December 2026 and additional actions, along with recognising the long-term supportive nature of Cafédirect’s relationship with its bankers and other long-term stakeholders, the Directors confirm that based on the assumptions above in relation to trading forecasts, price increases and various cost reductions, they have a reasonable expectation that the Group and Company has adequate resources to continue to meet its liabilities as they fall due for the foreseeable future. Accordingly, the going concern basis has been adopted in the preparation of the accounts. Although the Directors are confident that Cafedirect will be able to meet the terms of the covenants, a consistent failure to fully comply with the terms of the covenants, and meet the forecasts prepared by the Directors, would be a breach of the terms of the loan which may result in a default interest rate being applied to the loan account in the future or the potential recall of the loan. The combination of factors above represent a material uncertainty which may cast significant doubt about the Group’s and Company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group and the Company were unable to continue as a going concern. - 15 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: Sale of goods Turnover from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. - 16 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Taxation
Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
| 2.10 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Purchased computer software | - |  | 5 years
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | 5 years
|  |  |  | Plant and machinery | - | 5 - 10 years
|  |  |  | Other equipment | - | 3 - 5 years
|  |  |  | Computer equipment | - | 3 - 8 years
|  |  |  | Capital works in progress | - | Not depreciated
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. Capital works in progress are not depreciated as they are not in use. - 17 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.15 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.16 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. - 18 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income. Financial liabilities 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the Statement of Comprehensive Income. They are subsequently measured at fair value with changes in the Statement of Comprehensive Income. - 19 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the Statement of Comprehensive Income. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. - 20 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In applying the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. 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. There are no critical accounting judgements that would have a significant effect on the amounts recognised in the Company’s financial statements or key sources of estimation uncertainty at the Statement of Financial Position date that would have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
4. | Turnover
Turnover is derived from the Company's principal activities. A segmental analysis of turnover by line of business and operating profit and net assets by geographical area and line of business has not been provided as, in the opinion of the Directors, such disclosure would be prejudicial to the interest of the Company.
5. | Extraordinary (expense)/income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Other operating (expense)/income | - | 404
| The extraordinary items refer to reorganisation costs.
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Depreciation of tangible fixed assets | 142 | 302
| Operating lease rentals | 246 | 104
| Amortisation on intangible assets | 9 | -
- 21 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 20 | 17
| The Company did not obtain any non-audit services from the auditor during the current or prior year.
8. | Employees
| Staff costs were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Wages and salaries | 2,324 | 2,822
| Social security costs | 185 | 294
| Cost of defined contribution pension scheme | 58 | 64
|  | 2,567 | 3,180
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Sales and marketing | 10 | 20
|  | Operations and administration | 42 | 52
|  |  | 52 | 72
9. | Directors' remuneration
| The Company's Directors were remunerated by the Parent Company, Cafedirect Plc, during the current and prior year.
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CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Interest receivable and similar income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Bank interest receivable | - | 3
| Interest receivable from group undertakings | - | 1,008
|  | - | 1,011
11. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Interest payable to group undertakings | 1 | 220
12. | Taxation
| The Company has recorded no income tax expense for the current year (2023: £Nil). A reconciliation of the expected tax charge to the actual tax expense is set out below.
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 23.52% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Loss on ordinary activities before tax | (1,054) | (709)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | (255) | (167)
| Effects of: |  |
| Fixed asset differences | 3 | -
| Expenses not deductible for tax purposes | 5 | -
| Group relief surrendered/(claimed) | 11 | -
| Movement in deferred tax not recognised | 237 | 167
| Non-taxable income | (1) | -
| Total tax charge for the year | - | -
- 23 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 12.Taxation (continued)
| Factors that may affect future tax charges
Aside from the availability of group relief, there are no factors affecting future tax charges.
13. | Intangible assets
|  | Computer software
|  | £000
| Cost |
| Additions | 115
| At 31 December 2024 | 115
| Amortisation |
| Charge for the year | 9
| At 31 December 2024 | 9
| Net book value |
| At 31 December 2024 | 106
| At 31 December 2023 | -
- 24 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Tangible fixed assets
|  | Leasehold improvements | Plant and machinery | Other equipment | Computer equipment | Capital works in progress | Total
|  | £000 | £000 | £000 | £000 | £000 | £000
| Cost |  |  |  |  |  |
| At 1 January 2024 | 265 | 1,623 | 1,757 | 125 | 20 | 3,790
| Additions | - | 23 | 36 | - | 30 | 89
| Disposals | - | (11) | (139) | - | (50) | (200)
| At 31 December 2024 | 265 | 1,635 | 1,654 | 125 | - | 3,679
| Depreciation |  |  |  |  |  |
| At 1 January 2024 | 245 | 1,600 | 1,527 | 107 | - | 3,479
| Charge for the year | 6 | 9 | 117 | 10 | - | 142
| Disposals | - | (6) | (121) | - | - | (127)
| At 31 December 2024 | 251 | 1,603 | 1,523 | 117 | - | 3,494
| Net book value |  |  |  |  |  |
| At 31 December 2024 | 14 | 32 | 131 | 8 | - | 185
| At 31 December 2023 | 20 | 23 | 230 | 18 | 20 | 311
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CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Stocks
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Raw materials and consumables | 922 | 703
| Finished goods and goods for resale | 394 | 749
|  | 1,316 | 1,452
| Stocks are stated net of a provision for stock obsolescence of £31k (2023 - £54k).
16. | Debtors: Due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Trade debtors | 1,594 | 1,609
| Amounts owed by group undertakings | 30 | 677
| Other debtors | 66 | 115
| Prepayments | 148 | 118
|  | 1,838 | 2,519
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand. Trade debtors are stated net of a provision for impairment of £Nil (2023 - £25k).
17. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 153 | 413
- 26 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Trade creditors | 1,145 | 1,605
| Amounts owed to group undertakings | 731 | -
| Other taxation and social security | 54 | 77
| Other creditors | 170 | 27
| Accruals and deferred income | 791 | 1,202
|  | 2,891 | 2,911
19. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 102 (2023 - 102) Ordinary shares of £1.00 each | - | -
| Ordinary shares carry voting rights, but no right to fixed income.
20. | Reserves
Share premium account The share premium account represents accumulated amounts on the issue of share capital in excess of the par value. Profit and loss account This reserve represents cumulative profits and losses made less any dividends declared.
21. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £58k (2023 - £64k). At year end an amount of £10k (2023 - £27k) was outstanding. - 27 -
CAFEDIRECT ROASTERY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Not later than 1 year | 253 | 237
| Later than 1 year and not later than 5 years | 363 | 501
|  | 616 | 738
23. | Related party transactions
| The Company has taken advantage of the exemption available under Financial Reporting Standard 102 section 33 relating to the disclosure of related party transactions between wholly owned group companies.
24. | Controlling party
Cafedirect plc prepares consolidated financial statements and is the smallest and largest group into which the Company is consolidated. The registered address of Cafedirect plc is 115 George Street, Edinburgh, Scotland, EH2 4JN. Copies of the consolidated financial statements can be obtained from the company secretary. The ultimate controlling party of the Company is Oikocredit Ecumenical Development Cooperative Society UA.
- 28 -