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Registered number: 02716900










UNDERWOOD MEAT COMPANY LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
COMPANY INFORMATION


Directors
T M S Bennett 
K A Jones 
C Beardshall 




Company secretary
C Bennett



Registered number
02716900



Registered office
Unit 15 Ashley Business Court
Rawmarsh Road

Rotherham

S60 1RU




Independent auditor
Shorts
Chartered Accountants & Statutory Auditors

2 Ashgate Road

Chesterfield

Derbyshire

S40 4AA




Solicitors
Shoosmiths LLP
2 Hardman Boulevard

Spinningfields

Manchester

M3 3AZ





 
UNDERWOOD MEAT COMPANY LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 7
Independent Auditor's Report
8 - 11
Statement of Income and Retained Earnings
12
Balance Sheet
13
Statement of Changes in Equity
14 - 15
Notes to the Financial Statements
16 - 32


 
UNDERWOOD MEAT COMPANY LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025

Introduction
 
The directors present the strategic report for the year ended 31 October 2025.

Business review
 
The Company is predominantly a catering butcher, processing and supplying portion control and bespoke meat to the food service industry nationally, while continuing to develop its own range of retail outlets.

Year on year turnover fell from £60.3m to £56.9m (-5.9%), with a decrease in overall GPM% (15.6% vs prior year 15.9%). Distribution and administrative costs saw a 2.5% reduction as cost saving initiatives were implemented to mitigate the multiple headwinds. This resulted in an operating profit of £271k vs prior year £773k (decrease of £502k).

This year the Company faced unprecedented cost increases in base proteins (30%+), which impacted the business negatively, resulting in unexpected costs increases of approximately £150k per month. 

Capital investment continued to be carefully managed, with the Company investing in its production capabilities and an ongoing fleet refresh. Significant increases to national minimum wage in April 2025 and national insurance increases were strongly felt by the Company. This was mitigated by operational restructures and cost saving initiatives.

With ongoing financial, customer and supplier support / negotiation, our final month of the financial year resulted in a more reasonable profit, which primarily occurred due to a degree of market stability, giving the business a more solid platform moving into the new financial year.

The Directors are clearly disappointed with the overall result of a PBT loss of £146k vs a prior year profit of £416k (-£562k). While this has been a more turbulent year than initially forecast, we are confident that a return to profitability will occur in the next financial year. 

This report has been prepared based upon known information available to the directors as at the review date.

Principal risks and uncertainties
 
The Company continues to face competitive pressures and operates in the wider difficult economic climate.

Market conditions - the economy continued to be impacted heavily by inflationary pressures, impacting directly on consumer discretionary income, hitting the foodservice sector and its supply chain. 

Liquidity risk – the Company’s policy on liquidity risk is to ensure that sufficient cash is available to fund ongoing operations. Cash flow was managed accordingly in line with non-funded capital expenditure and strategic stock purchase requirements. The Company’s external borrowing facilities are principally provided by invoice factoring. Available financing facilities are regularly reviewed to ensure they will not be exceeded by forecast gross debt levels. 

The Directors continue to be mindful of these risks and uncertainties but remains confident that the overall business strategy will continue to provide a solid platform for the future.

Financial key performance indicators
 
The main key performance indicators remain profitability and cash flow. 

PBT moved back into profit vs the prior year loss, whilst cash flow was managed accordingly in line with non-funded capex and strategic stock purchase requirements.

Page 1

 
UNDERWOOD MEAT COMPANY LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025

Post year end developments
 
Despite having a solid start to the year, the unannounced/unexpected attack on Iran by the USA and subsequent closing of the Strait of Hormuz saw up to a 55% peak increase on Brent crude oil. This impact has not only been felt directly due to the costs of fuel and packaging increases, but also indirectly due to the further drain on consumer discretionary spending and a slowing down of dining out.

The Company finds itself in a much stronger position to be able to weather these storms, while a global solution is sought.

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors consider the views and needs of the Company’s stakeholders in all long-term decision making as well as the consequences of these decisions across the entire company.
 
The likely consequences of any decision in the long term

The Directors of the group operate a fluid, fast acting business model where scenarios are mapped out and decision made quickly. This ensures that long term growth and security is maintained, such as the fast turnaround on capex investment and achievement of respective payback periods.
 
The interests of employees

The Company values its employees as its best asset and encourage employee participation wherever possible. We have a track record of promoting from within and actively offer training opportunities in specialist areas as well as apprenticeship development.
 
The need to foster the Company’s business relationships with suppliers, customers and others. 

The Company engages with all external stakeholders through supply chain audits and ensuring both Underwood Meat and its partners adhere to CSR policies. This helps to strengthen long term business relationships in addition to enhancing the long-term decision-making process.
 
The impact of the Company’s operations on the community and the environment

The Company tries where possible to employ from the local community. To minimise its environment impact, the Company has introduced a number of initiatives to encourage the reduction of waste and recycle where possible.
 
The desirability of the Company maintaining a reputation for high standards of business conduct. 

The Company strives to maintain its reputation for high standards by adhering to its Conflicts of Interest policy and actively promoting anonymous whistleblowing via a dedicated line and feedback boxes. This ensures conduct, governance, integrity and ethics are maintained throughout.
 
The need to act fairly as between members of the Group

As a privately owned group, the primary shareholder ensures all decisions are agreed accordingly at board level with the group Managing Director and Finance Director to ensure fair balance, integrity and a strong level of corporate governance.

Page 2

 
UNDERWOOD MEAT COMPANY LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025


This report was approved by the board on 30 July 2026 and signed on its behalf.



K A Jones
Director

Page 3

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025

The directors present their report and the financial statements of Underwood Meat Company Limited ('the Company') for the year ended 31 October 2025.

Results and dividends

The loss for the year, after taxation, amounted to £131,669 (2024 - profit £301,666).

Dividends of £821,195 (2024 - £632,875) were paid in the year.

Directors

The directors who served during the year were:

T M S Bennett 
K A Jones 
C Beardshall 

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The Company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the Company's performance.

Page 4

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025

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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 5

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

This Streamlined Energy Carbon Report ("SECR") relates to the activities of the company for the year ended 31
October 2025.

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Quantification and reporting methodology

The Company has followed the 2019 HM Government Environmental Reporting Guidelines. The Company has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting Intensity measurement.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m turnover, the
recommended ratio for the sector.

Measures taken to improve energy efficiency

The Company continues to look into energy efficiency where there is a direct contribution to bottom line profitability. A move towards solar panelling across 3 sites is due to start during Spring 2026 which sees both a significant saving on cost and CO2 emissions.

Page 6

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's
strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of engagement with employees, suppliers and customers.

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 director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Shortswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 July 2026 and signed on its behalf.
 





K A Jones
Director

Page 7

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT COMPANY LIMITED
 

Qualified Opinion


We have audited the financial statements of Underwood Meat Company Limited (the 'Company') for the year ended 31 October 2025, which comprise the Statement of Income and Retained Earnings, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 October 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for qualified opinion


We were not appointed as auditor of the Company until after 31 October 2025 and thus did not observe the counting of physical inventories at the end of the year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 October 2025, which are included in the balance sheet at £3,794,796, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. 

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 United Kingdom, including the Financial Reporting Council'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 qualified opinion.

Key audit matters

Except for the matter described in the basis for qualified opinion section, we have determined that there are no key audit matters to be communicated in our report. 


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.


Page 8

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT COMPANY LIMITED (CONTINUED)


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 reportOur 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.


As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £3,794,796 held at 31 October 2025. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason. 


Opinion on other matters prescribed by the Companies Act 2006
 

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the 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.


Matters on which we are required to report by exception
 

Except for the matter described in the basis for qualified opinion section of our report, 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.


Arising solely from the limitation on the scope of our work relating to inventory, referred to above:
 
we have not obtained all the information and explanations that we considered necessary 
for the purpose of our audit; and 
we were unable to determine whether adequate accounting records have been kept. 
 
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:


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.


Page 9

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT COMPANY LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, was as follows:
 
the engagement team collectively had the appropriate competence, capabilities and skills to identify or
recognise non-compliance with applicable laws and regulations;
through discussions with the directors and other management and from our commercial knowledge and
experience of the sector, we identified the laws and regulations applicable to the Company; and
focusing on the specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the Company, we assessed the extent of compliance with those
laws and regulations identified above through making enquiries of management and inspecting relevant
correspondence.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
 
making enquiries of management and directors as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
 
Page 10

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT COMPANY LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements (continued)

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
considered journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were
indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims;
considered relationship with HMRC; and
review of legal and professional fees and incident log for evidence of litigation.


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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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.


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 2006Our 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.





Howard Freeman BSc FCA (Senior Statutory Auditor)
for and on behalf of
Shorts
Chartered Accountants
Statutory Auditors
2 Ashgate Road
Chesterfield
Derbyshire
S40 4AA

30 July 2026
Page 11

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 OCTOBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
56,909,375
60,270,932

Cost of sales
  
(48,038,631)
(50,685,031)

Gross profit
  
8,870,744
9,585,901

Distribution costs
  
(3,970,602)
(4,160,370)

Administrative expenses
  
(4,629,236)
(4,652,685)

Exceptional administrative expenses
  
-
(21,965)

Operating profit
 5 
270,906
750,881

Interest receivable and similar income
 9 
10,945
12,086

Interest payable and similar expenses
 10 
(428,173)
(346,881)

(Loss)/profit before tax
  
(146,322)
416,086

Tax on (loss)/profit
 11 
14,653
(114,420)

(Loss)/profit after tax
  
(131,669)
301,666

  

  

Retained earnings at the beginning of the year
  
2,874,324
3,205,533

  
2,874,324
3,205,533

(Loss)/profit for the year
  
(131,669)
301,666

Dividends declared and paid
  
(821,195)
(632,875)

Retained earnings at the end of the year
  
1,921,460
2,874,324
The notes on pages 16 to 32 form part of these financial statements.

Page 12

 
UNDERWOOD MEAT COMPANY LIMITED
REGISTERED NUMBER: 02716900

BALANCE SHEET
AS AT 31 OCTOBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
7,259
60,095

Tangible assets
 15 
2,894,182
3,117,697

  
2,901,441
3,177,792

Current assets
  

Stocks
 17 
3,794,796
3,498,559

Debtors: amounts falling due within one year
 18 
9,528,370
9,815,455

Cash at bank and in hand
 19 
142,883
1,089,929

  
13,466,049
14,403,943

Creditors: amounts falling due within one year
 20 
(13,783,916)
(13,779,487)

Net current (liabilities)/assets
  
 
 
(317,867)
 
 
624,456

Total assets less current liabilities
  
2,583,574
3,802,248

Creditors: amounts falling due after more than one year
 21 
(420,026)
(637,824)

Provisions for liabilities
  

Deferred tax
 23 
(191,988)
(240,000)

  
 
 
(191,988)
 
 
(240,000)

Net assets
  
1,971,560
2,924,424


Capital and reserves
  

Called up share capital 
 24 
100
100

Capital redemption reserve
  
50,000
50,000

Profit and loss account
  
1,921,460
2,874,324

  
1,971,560
2,924,424


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 July 2026.




K A Jones
Director

The notes on pages 16 to 32 form part of these financial statements.

Page 13

 
UNDERWOOD MEAT COMPANY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 November 2024
100
50,000
2,874,324
2,924,424


Comprehensive income for the year

Loss for the year
-
-
(131,669)
(131,669)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(821,195)
(821,195)


At 31 October 2025
100
50,000
1,921,460
1,971,560


The notes on pages 16 to 32 form part of these financial statements.

Page 14

 
UNDERWOOD MEAT COMPANY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2024


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 November 2023
100
50,000
3,205,533
3,255,633


Comprehensive income for the year

Profit for the year
-
-
301,666
301,666


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(632,875)
(632,875)


At 31 October 2024
100
50,000
2,874,324
2,924,424


The notes on pages 16 to 32 form part of these financial statements.

Page 15

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

1.


General information

Underwood Meat Company Limited is a private company limited by shares incorporated in England and
Wales. The company registration number is 02716900. The registered office is Unit 15 Ashley Business Court, Rawmarsh Road, Rotherham, S60 1RU.

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 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 Underwood Meat (Topco) Limited as at 31 October 2025 and these financial statements may be obtained from Companies House.

Page 16

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The Group breached banking covenants in relation to two term loans held by the parent company during the year ended 31 October 2025. The covenant tests relate to term loans held by the parent company, but compliance with those covenants is dependent on the trading results of the company.

The directors have discussed these matters with the group’s lender. A waiver has been obtained in respect of the covenant breach for the year ending 31 October 2025. At the date of approval of these financial statements, no waiver is expected to be required for 31 October 2026.

The directors have prepared forecasts for a period of at least twelve months from the date of approval of these financial statements, taking account of current trading performance, new pricing agreements with key customers, discussions with the lender, and working capital requirements.  Based on these forecasts, the directors therefore consider it appropriate to prepare the financial statements on a going concern basis.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods

Revenue 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 revenue 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 profit or loss on a straight-line basis over the lease term.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 17

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss 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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 18

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Income and Retained Earnings over its useful economic life.

Other 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.

 
2.14

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:

Freehold property
-
2%-5%
Long-term leasehold property
-
over the term of the lease
Plant and machinery
-
10%-25%
Motor vehicles
-
25%

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 profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

2.Accounting policies (continued)

 
2.16

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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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 profit or loss.

 
2.17

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.

 
2.18

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.

 
2.19

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.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 20

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

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.

Critical judgements

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

Depreciation, useful lives and residual values of property, plant and equipment

The company estimates the useful lives and residual values of property, plant and equipment in order to calculate depreciation charges. Changes in these estimates could result in changes being required to annual depreciation charges in the statement of comprehensive income and the carrying values of property, plant and equipment.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provision 

Stocks are stated at the lower of cost and net realisable value. The directors will assess the requirement for any provision for obsolete stock, stock utilisation patterns, regular inspection and counting of physical items.

Recoverability of trade debtors

Bad debt provisions are stated based upon known situations, such as persistent late payments, credit reference agency monitoring and regular credit control reviews.

Page 21

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Catering butchers and meat distributors
56,909,375
60,270,932

56,909,375
60,270,932


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
56,659,496
60,050,307

Rest of Europe
249,879
220,625

56,909,375
60,270,932



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Other operating lease rentals
341,326
349,932

Profit on disposal of tangible fixed assets
(55,733)
(917)


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2025
2024
£
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
30,000
30,975

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the Parent Company.

Page 22

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
7,425,581
8,031,264

Social security costs
744,880
612,706

Cost of defined contribution scheme
215,854
218,734

8,386,315
8,862,704


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Production
157
166



Selling and distribution
77
93



Administration
36
33

270
292


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
375,453
339,726

Company contributions to defined contribution pension schemes
45,609
27,316

421,062
367,042


During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £217,864 (2024 - £213,921).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £27,737 (2024 - £16,571).

Page 23

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

9.


Interest receivable

2025
2024
£
£


Other interest receivable
10,945
12,086

10,945
12,086


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
372,118
298,992

Finance leases and hire purchase contracts
56,055
47,889

428,173
346,881


11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
37,890
66,420

Adjustments in respect of previous periods
(4,531)
-


33,359
66,420


Total current tax
33,359
66,420

Deferred tax


Origination and reversal of timing differences
(48,012)
48,000

Total deferred tax
(48,012)
48,000


(Loss)/profit after tax
(14,653)
114,420
Page 24

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(146,322)
416,086


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(36,580)
104,022

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,305
4,979

Capital allowances for year in excess of depreciation
36,935
-

Adjustments to tax charge in respect of prior periods
(4,531)
-

Other timing differences leading to an increase (decrease) in taxation
-
27,156

Other differences leading to an increase (decrease) in the tax charge
(565)
614

Group relief
(17,217)
(22,351)

Total tax charge for the year
(14,653)
114,420


Factors that may affect future tax charges

There were no factors that may affect future tax charges.




12.


Dividends

2025
2024
£
£


Interim dividends paid
821,195
632,875

821,195
632,875

Page 25

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

13.


Exceptional items

2025
2024
£
£



Write off of related party loan account
-
13,190

Cost of shop closure
-
8,775

-
21,965

In the prior year exceptional items related to the following:

The write off of a related party loan with J Heeley a former director of the company.

Costs in relation to the closure of a retail shop in the year.


14.


Intangible assets




Goodwill

£





At 1 November 2024
745,388



At 31 October 2025

745,388





At 1 November 2024
685,293


Charge for the year
52,836



At 31 October 2025

738,129



Net book value



At 31 October 2025
7,259



At 31 October 2024
60,095


Page 26

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

15.


Tangible fixed assets


Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£
£



Cost or valuation


At 1 November 2024
1,705,728
870,000
7,080,730
848,171
10,504,629


Additions
23,194
-
197,837
172,511
393,542


Disposals
-
-
-
(148,726)
(148,726)



At 31 October 2025

1,728,922
870,000
7,278,567
871,956
10,749,445



Depreciation


At 1 November 2024
836,738
268,250
5,684,565
597,379
7,386,932


Charge for the year
48,455
43,500
353,592
158,510
604,057


Disposals
-
-
-
(135,726)
(135,726)



At 31 October 2025

885,193
311,750
6,038,157
620,163
7,855,263



Net book value



At 31 October 2025
843,729
558,250
1,240,410
251,793
2,894,182



At 31 October 2024
868,990
601,750
1,396,165
250,792
3,117,697

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts as at 31 October 2025 was £1,170,198 (2024:£1,354,043). 
Depreciation charged on these assets was £272,971 (2024:252,895)

Page 27

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

16.

Fixed asset investments

2025
2024
        £
        £
Investments in subsidiaries

300,000

300,000
 
Loans to subsidiaries

(300,000)

(300,000)
 

-

-
 


Subsidiaries

Details of the company's subsidiaries at 31 October 2025 are as follows:


Name of undertaking
Registered office
Nature of business
Class of shares held
% Held direct

Manor Farm Sausage Co Limited
15 Ashley Business Court, Rawmarsh Road, Rotherham, South Yorkshire, United Kingdom, S60 1RU
Dormant
Ordinary
100.00

Northern Catering Butchers Limited
As above
Dormant
Ordinary
100.00


17.


Stocks

2025
2024
£
£

Raw materials and consumables
3,635,296
3,339,059

Maintenance spares
159,500
159,500

3,794,796
3,498,559



18.


Debtors

2025
2024
£
£


Trade debtors
6,023,212
6,415,847

Amounts owed by group undertakings
2,737,690
2,195,351

Other debtors
189,712
638,319

Prepayments and accrued income
577,756
565,938

9,528,370
9,815,455


Page 28

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

19.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
142,883
1,089,929

142,883
1,089,929



20.


Creditors: Amounts falling due within one year

2025
2024
£
£

Other loans
600,000
-

Trade creditors
7,420,790
7,951,272

Amounts owed to group undertakings
180,414
-

Corporation tax
33,069
66,131

Other taxation and social security
251,764
145,266

Obligations under finance lease and hire purchase contracts
303,831
322,354

Other creditors
4,653,834
4,198,298

Accruals and deferred income
340,214
1,096,166

13,783,916
13,779,487


Included in other creditors is £4,542,544 (2024:£4,198,298) in respect of Invoice factoring. The Invoice
factoring is secured by way of fixed and floating charge against the assets of the company.


21.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Net obligations under finance leases and hire purchase contracts
420,026
637,824

420,026
637,824


Page 29

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2025
2024
£
£


Within one year
303,831
322,354

Between 1-5 years
420,026
637,824

723,857
960,178

Finance lease payments represent rentals payable by the company for certain items of plant and machinery and buildings. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The lease terms range between 3-10 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The leases are secured over the assets to which they relate.


23.


Deferred taxation




2025


£






At beginning of year
(240,000)


Charged to profit or loss
48,012



At end of year
(191,988)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(196,280)
(244,000)

Short term timing differences
4,292
4,000

(191,988)
(240,000)


24.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



100 (2024 - 100) Ordinary shares of £1.00 each
100
100


Page 30

 
UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

25.


Pension commitments

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.

The pension costs charge in respect of this scheme represents contributions payable by the Company to the funds and amounted to £215,854 (2024: £218,734).
Accrued pension contributions at the year end in respect of defined contribution schemes amounted to £39,839 (2024:£17,170).


26.


Commitments under operating leases

At 31 October 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
273,443
143,695

Later than 1 year and not later than 5 years
765,440
183,475

Later than 5 years
555,007
15,750

1,593,890
342,920


27.Other financial commitments

A limited guarantee of £1,330,000 has been given in favour of Underwood Meat (Topco) Limited and its subsidiaries to the company's bankers. At 31 October 2025 the total group borrowings amounted to £1,106,942 (2024: £1,189,977).


28.


Transactions with directors

During the year £658,872 (2024: £707,923) was advanced to T Bennett (director), interest on the transactions is charged at 2.25% totalling £10,945 (2024: 12,086). As at 31 October 2025 £55,414 (2024: £516,181) was payable by the director to the Company. 


29.


Related party transactions

Included in trade creditors is an amount of £387,379 (2024:£581,466) due to Foundry Food Group Ltd, a
company in which Mr T M S Bennett is a director. During the year the company made sales of £803,477 (2024: £679,592) and made purchases from Foundry Food Group Ltd of £5,846,047 (2024:£8,506,214). At the year end a balance of £nil (2024: £2,645) is included in trade debtors.

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UNDERWOOD MEAT COMPANY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025

30.


Controlling party

The parent company is Underwood Meat Company (Holdings) Limited. The ultimate parent company is Underwood Meat (Topco) Limited, a company registered in England and Wales.

The group headed by Underwood Meat (Topco) Limited is the smallest and largest group in which the results of the company are consolidated. The consolidated financial statements are available from its registered office, 15 Ashley Business Court, Rawmarsh Rd, Rotherham, S60 1RU.

 
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