Company Registration No. 06566108 (England and Wales)
CATERFOOD HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
CATERFOOD HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr A M Selley
Ms A Brogan
Mr S D Bender
Company number
06566108
Registered office
814 Leigh Road
Slough
Berkshire
SL1 4BD
Auditor
Darnells Audit Limited
Quay House
Quay Road
Newton Abbot
Devon
TQ12 2BU
Business address
Maple House
Aspen Way
Yalberton Industrial Estate
Paignton
Devon
TQ4 7QR
CATERFOOD HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 5
Statement of income and retained earnings
6
Balance sheet
7
Notes to the financial statements
8 - 12
CATERFOOD HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2020
- 1 -
The directors present the strategic report for the year ended 30 June 2020.
Fair review of the business
The company did not trade throughout the year. The only income received was a dividend of £800k (2019: £1 million) from a subsidiary company, which was paid out in full to the parent company.
Principal risks and uncertainties
The company is a non-trading holding company, and consequently there are no operational risks and uncertainties.
The company's principal commercial risks include the subsidiary companies ceasing to trade. The directors manage this risk by reviewing the results and financial position of each subsidiary on a regular basis throughout the year.
Financial instruments
The company's principal financial instruments comprise bank balances, loans by and to the company. The main purpose of these instruments is to raise funds for the company's operations and to finance its operations.
Due to the nature of the financial instruments used by the company, there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.
In respect of bank balances, the liquidity risk is managed by maintaining sufficient cash reserves to cover planned expenditure in the foreseeable future. A balance is achieved between ensuring continuity of funding by maintaining sufficient cash reserves, and flexibility through the use of an overdraft facility at a floating rate of interest.
Loans to the company comprise loans from subsidiary companies, which are unsecured, interest free and repayable on demand.
Mr A M Selley
Director
16 November 2020
CATERFOOD HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2020
- 2 -
The directors present their annual report and financial statements for the year ended 30 June 2020.
Principal activities
The principle activity of the company during the year was that of a non-trading holding company.
The principal activities of the subsidiary companies are set out in note 7 to the financial statements.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr A M Selley
Ms A Brogan
Mr S D Bender
Mr R Rogers
(Resigned 30 April 2020)
Results and dividends
The results for the year are set out on page 6.
Ordinary dividends were paid amounting to £800,000. The directors do not recommend payment of a further dividend.
Auditor
Darnells Audit Limited were appointed as auditor to the company during the year, and are deemed to be re-appointed in accordance with section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 (FRS 101)
Reduced Disclosure Framework
. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Other matters
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
disclosures of financial instruments
.
CATERFOOD HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2020
- 3 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr A M Selley
Director
16 November 2020
CATERFOOD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CATERFOOD HOLDINGS LIMITED
- 4 -
Opinion
We have audited the financial statements of Caterfood Holdings Limited (the 'company') for the year ended 30 June 2020 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards, including FRS 101
Reduced Disclosure Framework
(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 30 June 2020;
-
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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor's
responsibilities for the audit of the financial statements
section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
-
the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
-
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue
.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the strategic report and the directors' r
eport 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.
CATERFOOD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CATERFOOD HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, 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.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://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.
Paul Beard (Senior Statutory Auditor)
for and on behalf of Darnells Audit Limited
16 November 2020
2020-11-18
Statutory Auditor
Quay House
Quay Road
Newton Abbot
Devon
TQ12 2BU
CATERFOOD HOLDINGS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 JUNE 2020
- 6 -
2020
2019
Notes
£
£
Interest receivable and similar income
3
800,000
1,000,000
Profit before taxation
800,000
1,000,000
Tax on profit
4
-
-
Profit for the financial year
800,000
1,000,000
Retained earnings brought forward
-
-
Dividends
5
(800,000)
(1,000,000)
Retained earnings carried forward
-
-
CATERFOOD HOLDINGS LIMITED
BALANCE SHEET
AS AT
30 JUNE 2020
30 June 2020
- 7 -
2020
2019
Notes
£
£
£
£
Fixed assets
Investments
6
587,210
587,210
Current assets
Cash at bank and in hand
3,250
673,362
Creditors: amounts falling due within one year
8
(552,960)
(1,223,072)
Net current liabilities
(549,710)
(549,710)
Total assets less current liabilities
37,500
37,500
Capital and reserves
Called up share capital
9
37,500
37,500
The financial statements were approved by the board of directors and authorised for issue on 16 November 2020 and are signed on its behalf by:
Mr A M Selley
Director
Company Registration No. 06566108
CATERFOOD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
- 8 -
1
Accounting policies
Company information
Caterfood Holdings Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
814 Leigh Road, Slough, Berkshire, SL1 4BD.
1.1
Accounting convention
These financial statements have been prepared in accordance with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board and in accordance with IFRS's adopted by the European Union. Advantage has been taken of the disclosure exemptions within FRS 101
Reduced Disclosure Framework
.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
These financial statements for the year ended 30 June 2020
are the
first
financial statements of Caterfood Holdings Limited prepared in accordance with
IFRS's and
FRS 10
1
,
Reduced Disclosure Framework
. The date of transition to
IFRS's and
FRS 10
1
was
1 July 2019
.
The reported financial position and financial performance for the previous period are not affected by the transition to
IFRS and
FRS
101.
This company is a qualifying entity for the purposes of FRS 10
1
, being a member of a group where the parent of that group prepares
publicly available consolidated financial statements
, including this company,
which are
intended to give a true and fair view of the assets, liabilities,
financial position and profit
and
loss
of the company
.
T
he company has
therefore
taken advantage of
e
xemptions from the following disclosure requirements:
-
Comparative period r
econciliation
s
for
share
capital;
-
Statement of Cash Flows
in respect of p
resentation of a statement of cash
f
low and related notes and disclosures
;
-
IFRS 2
Share based Payment
s
in respect of s
hare-based payment expense
s
charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements
;
-
IFRS 7
Financial Instrument Disclosures
;
-
Related Party Disclosures
in respect of c
ompensation for key management personnel
.
The financial statements of the company are consolidated in the financial statements of
Bid Corp Limited, the company's ultimate parent company
. These consolidated financial statements are
prepared in accordance with International Financial Reporting Standards and are publicly
available
on the Group's website (www.bidcorpgroup.com)
.
The company has taken advantage of the exemption under section 400 of the
Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group
.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
CATERFOOD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2020
1
Accounting policies
(Continued)
- 9 -
1.3
Fixed asset investments
Interests in subsidiaries
are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit
and
loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.4
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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method 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.
Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit and loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit and loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
CATERFOOD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2020
1
Accounting policies
(Continued)
- 10 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2020
2019
Number
Number
Directors
4
4
3
Interest receivable and similar income
2020
2019
£
£
Income from fixed asset investments
Income from shares in group undertakings
800,000
1,000,000
4
Taxation
On the basis of these financial statements no provision has been made for corporation tax.
5
Dividends
2020
2019
£
£
Final dividend paid
800,000
1,000,000
CATERFOOD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2020
- 11 -
6
Fixed asset investments
2020
2019
Notes
£
£
Investments in subsidiaries
7
587,210
587,210
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 July 2019 & 30 June 2020
587,210
Carrying amount
At 1 July 2019 & 30 June 2020
587,210
7
Subsidiaries
These financial statements are separate company financial statements for Caterfood Holdings Limited.
Details of the company's subsidiary companies at 30 June 2020 are as follows:
Name of undertaking
Country of incorporation
Nature of business
Class of
% Held
shares held
Direct
Indirect
Caterfood (South West) Limited
England & Wales
Distribution of food & related products to the catering trade
Ordinary
100.00
-
Childhay Manor Ice Cream Limited
England & Wales
Dormant
Ordinary
0
100.00
Motec (SW) Limited
England & Wales
Motor vehicle repairs
Ordinary
100.00
-
Quality Cuisine (South West) Limited
England & Wales
Manufacture of handmade food
Ordinary
100.00
-
Yarde Farm Limited
England & Wales
Manufacture of ice cream
Ordinary
100.00
-
Beanice Limited
England & Wales
Supply of ice cream products
Ordinary
0
100.00
The investments in subsidiary companies are all stated at cost less impairment.
Childhay Manor Ice Cream Limited and Beanice Limited are wholly-owned subsidiaries of Yarde Farm Limited.
8
Creditors: amounts falling due within one year
2020
2019
£
£
Amounts owed to group undertakings
552,960
1,223,072
CATERFOOD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2020
- 12 -
9
Share capital
2020
2019
£
£
Ordinary share capital
Issued and fully paid
37,500 Ordinary shares of £1 each
37,500
37,500
10
Contingent liability
There is a cross-guarantee in favour of National Westminster Bank Plc. between the company and fellow subsidiaries (Caterfood South West Limited, Yarde Farm Limited, Quality Cuisine (South West) Limited and Motec (SW) Limited) covering all the bank borrowings of the group.
11
Events after the reporting date
On 1 July 2020 the company sold its entire investment in Yarde Farm Limited to Bidcorp Manufacturing Limited, a member of the Bid Corpation group.
On 1 July 2020 the company acquired the entire share capital of both South Lincs Foodservice Limited and Elite Frozen Foods Limited from BFS Group Limited, the immediate parent company. The consideration for these purchases was the carrying values of the investments, which has been charged to the inter-company loan with BFS Group Limited.
12
Related party transactions
Transactions with related parties
Advantage has been taken of the exemption under IFRS from disclosing intra-group transactions where each party to the transaction is wholly-owned by the group.
13
Parent company
The immediate parent company is BFS Group Limited, a company incorporated in England & Wales. The ultimate parent company of Caterfood Holdings Limited is Bid Corporation Limited, a company incorporated in South Africa, whose registered office is 2nd Floor North Wing, 90 Rivonia Road, Sandton, Johannesburg, 2196, South Africa.
The smallest group in which the results of the company are consolidated is headed by Bidcorp Foodservice International Limited. The largest group in which the results of the company are consolidated is headed by Bid Corporation Limited. Copies of the consolidated financial statements of Bid Corporation Limited can be obtained from the Group's website (www.bidcorpgroup.com).
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