Registered number: 14501044
FOR THE YEAR ENDED 31 OCTOBER 2025
UNDERWOOD MEAT (TOPCO) LIMITED
COMPANY INFORMATION
UNDERWOOD MEAT (TOPCO) LIMITED
CONTENTS
UNDERWOOD MEAT (TOPCO) LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present the strategic report for the year ended 31 October 2025.
The Group 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 loss of £243k vs prior year loss of £237k.
This year the Group 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 Group 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 Group. 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 £855k vs a prior year profit of £321k. 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.
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 loss of £243k vs prior year loss of £237k.
This year the Group 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 Group 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 Group. 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 £855k vs a prior year profit of £321k. 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.
The Group 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 Group’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 Group’s external borrowing facilities are principally provided by invoice factoring and bank loans. Available financing facilities are regularly reviewed to ensure they will not be exceeded by forecast gross debt levels.
Interest rate risk – the Group is exposed to interest rate risk on its bank loans, which are subject to variable rates of interest linked to bank base rates.
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.
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 Group’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 Group’s external borrowing facilities are principally provided by invoice factoring and bank loans. Available financing facilities are regularly reviewed to ensure they will not be exceeded by forecast gross debt levels.
Interest rate risk – the Group is exposed to interest rate risk on its bank loans, which are subject to variable rates of interest linked to bank base rates.
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.
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UNDERWOOD MEAT (TOPCO) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
The main key performance indicators remain profitability and cash flow.
PBT for the trading subsidiary, Underwood Meat Company Limited, 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.
PBT for the trading subsidiary, Underwood Meat Company Limited, 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.
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 Group finds itself in a much stronger position to be able to weather these storms, while a global solution is sought.
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UNDERWOOD MEAT (TOPCO) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
The Directors consider the views and needs of the Group’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 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 Group 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 Group 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 Group’s business relationship with suppliers, customers and others. The Group 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 Group’s operations on the community and the environment
The Group tries where possible to employ from the local community. To minimise its environment impact,
the Group has introduced a number of initiatives to encourage the reduction of waste and recycle where
possible.
The Group tries where possible to employ from the local community. To minimise its environment impact,
the Group has introduced a number of initiatives to encourage the reduction of waste and recycle where
possible.
∙The desirability of the Group maintaining a reputation for high standards of business conduct.
The Group 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 Group 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.
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.
This report was approved by the board on 30 July 2026 and signed on its behalf.
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UNDERWOOD MEAT (TOPCO) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present their report and the financial statements for the year ended 31 October 2025.
The principal activity of the group is that of catering butchers and meat distributors.
The loss for the year, after taxation, amounted to £840,455 (2024 - loss £435,530).
Ordinary dividends were paid amounting to £640,781. The directors do not recommend payment of a further dividend.
The directors who served during the year were:
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 Group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
The Group'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 group'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.
The auditor, Shorts, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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UNDERWOOD MEAT (TOPCO) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
The Group's greenhouse gas emissions and energy consumption for the year ended 31 October 2025.
Quantification and reporting methodology
The Group has followed the 2019 HM Government Environmental Reporting Guidelines. The Group 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 Group 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.
The Group has followed the 2019 HM Government Environmental Reporting Guidelines. The Group 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 Group 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.
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UNDERWOOD MEAT (TOPCO) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group'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 suppliers and customers.
This report was approved by the board on 30 July 2026 and signed on its behalf.
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UNDERWOOD MEAT (TOPCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT (TOPCO) LIMITED
We have audited the financial statements of Underwood Meat (Topco) Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We were not appointed as auditor of the Group 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Co7uncil'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.
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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Co7uncil'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.
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UNDERWOOD MEAT (TOPCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT (TOPCO) LIMITED (CONTINUED)
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 Group's or the Parent 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.
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.
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.
The other information comprises the information included in the Annual report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
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.
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 Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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UNDERWOOD MEAT (TOPCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT (TOPCO) LIMITED (CONTINUED)
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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
Arising solely from the limitation on the scope of our work relating to inventory, referred to above:
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.
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UNDERWOOD MEAT (TOPCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT (TOPCO) LIMITED (CONTINUED)
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 Group 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:
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 Group or the Parent 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 Group or Parent 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 Group or Parent 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.
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:
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.
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UNDERWOOD MEAT (TOPCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNDERWOOD MEAT (TOPCO) LIMITED (CONTINUED)
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Derbyshire
S40 4AA
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UNDERWOOD MEAT (TOPCO) LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2025
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UNDERWOOD MEAT (TOPCO) LIMITED
REGISTERED NUMBER: 14501044
CONSOLIDATED BALANCE SHEET
AS AT 31 OCTOBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 July 2026.
The notes on pages 21 to 40 form part of these financial statements.
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UNDERWOOD MEAT (TOPCO) LIMITED
REGISTERED NUMBER: 14501044
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 OCTOBER 2025
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UNDERWOOD MEAT (TOPCO) LIMITED
REGISTERED NUMBER: 14501044
COMPANY BALANCE SHEET
AS AT 31 OCTOBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 July 2026 .
The notes on pages 21 to 40 form part of these financial statements.
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