ACCOUNTS - Final Accounts


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Registered number: 10404591









BESPOKE FOODS GROUP LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

 
BESPOKE FOODS GROUP LIMITED
 
 
COMPANY INFORMATION


DIRECTORS
I J Affleck 
D Marsh 




REGISTERED NUMBER
10404591



REGISTERED OFFICE
Shannon Place
Shannon Road

Potton

Bedfordshire

SG19 2YH




INDEPENDENT AUDITOR
Barnes Roffe LLP
Chartered Accountants 
Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA





 
BESPOKE FOODS GROUP LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditor's report
 
5 - 8
Consolidated statement of income and retained earnings
 
9
Consolidated statement of financial position
 
10 - 11
Company statement of financial position
 
12
Consolidated statement of cash flows
 
13 - 14
Notes to the financial statements
 
15 - 33


 
BESPOKE FOODS GROUP LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

BUSINESS REVIEW
 
The directors consider the performance of the business to be very satisfactory given the completely unprecedented turmoil that the coronavirus pandemic inflicted on key foodservice markets in particular, and on the economy and society in general, during the year. 
During the year the Group reacted to the changing demands of the pandemic response, and implemented a wide   range of covid safe working practices and procedures, following extensive risk assessments covering all aspects of the Group's operations.
The Group made appropriate use of the government job retention scheme from time to time during the year, as and when lockdown restrictions impacted on sales activity. 
At the year end the directors consider the Group to be in a sound position for future trading, given the unprecedented impact of the pandemic on foodservice markets. 

PRINCIPAL RISKS AND UNCERTAINTIES
 
The management of the business and the execution of the Group strategy are subject to a number of risks. The key risks are considered to be related to:
• Further disruptions to both key markets and employees health and wellbeing, and to safe working       practices from the coronavirus pandemic;
• Competition from both national and independent companies within the sector;
• Ensuring that the Group retains and recruits quality employees which is done by ensuring that a   
 continuous learning and skills improvements programme is rolled out to all employees;
• Supply chain risks, predominantly centred on key global drivers in the pork market, including porcine     diseases and Chinese import demand, which can impact upon price and availability. 

FINANCIAL KEY PERFORMANCE INDICATORS
 
The business monitors performance primarily through the KPI of gross profit margin.  Due to the risks mentioned above, the gross profit margin has decreased from 23.7% in 2020 to 22.5% in 2021.

FUTURE DEVELOPMENTS
 
The directors expect that the impact of the coronavirus pandemic on key markets will continue to be significant over the next year, so a continued focus on optimising internal efficiencies, safety and quality remains central to ensuring the business is in a good place to respond to opportunities as the market opens up and pandemic restrictions are reduced. The Group will continue to further develop its good customer and supplier relationships, and its focus on innovation means that the Group is expected take advantage of market conditions as they develop. 

Page 1

 
BESPOKE FOODS GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


This report was approved by the board on 21 December 2022 and signed on its behalf.






I J Affleck
Director

Page 2

 
BESPOKE FOODS GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for the year ended 31 December 2021.

DIRECTORS' RESPONSIBILITIES STATEMENT

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.
 
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 the Group and of the profit or loss of the Group for that period.

 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;

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 2006They 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 directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £827,755 (2020 - loss £403,984).

The directors do not recommend the payment of a final dividend.

DIRECTORS

The directors who served during the year were:

I J Affleck 
D Marsh 


RESEARCH AND DEVELOPMENT ACTIVITIES

The Company carries out certain research and development activities in the normal course of its business.

Page 3

 
BESPOKE FOODS GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

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 and the Group'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 and the Group's auditor is aware of that information.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the year end.

This report was approved by the board on 21 December 2022 and signed on its behalf.
 






I J Affleck
Director

Page 4

 
BESPOKE FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BESPOKE FOODS GROUP LIMITED
 

OPINION


We have audited the financial statements of Bespoke Foods Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021, which comprise the Group Statement of income and retained earnings, the Group and Company Statements of financial position, the Group Statement of cash flows 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 the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2021 and of the Group's 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 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 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 opinion.


CONCLUSIONS RELATING TO GOING CONCERN


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.


Page 5

 
BESPOKE FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BESPOKE FOODS GROUP LIMITED (CONTINUED)


OTHER INFORMATION


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 statementsour 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.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the 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.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
BESPOKE FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BESPOKE FOODS GROUP LIMITED (CONTINUED)


RESPECTIVE RESPONSIBILITIES AND RESTRICTIONS ON USE
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent 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 Group or the parent 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 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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector, including Companies Act 2006;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
laws and regulations identified were communicated with the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management 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 7

 
BESPOKE FOODS GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BESPOKE FOODS GROUP LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:

reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with provisions of relevant laws and regulations;
performed analytical procedures and tested journal entries to identify any unusual or unexpected relationships or transactions.
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.  

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.





Andrew May (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Statutory Auditor
Leytonstone House
Leytonstone
London
E11 1GA

22 December 2022
Page 8

 
BESPOKE FOODS GROUP LIMITED
 
 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
Note
£
£

  

Turnover
 4 
23,514,910
24,955,069

Cost of sales
  
(18,225,646)
(19,041,246)

Gross profit
  
5,289,264
5,913,823

Distribution costs
  
(947,561)
(1,050,826)

Administrative expenses
  
(5,321,016)
(5,167,797)

Other operating income
 5 
330,393
314,547

Operating (loss)/profit
 6 
(648,920)
9,747

Interest payable and similar charges
 11 
(562,993)
(627,052)

Loss before tax
  
(1,211,913)
(617,305)

Tax on loss
 12 
384,158
213,321

Loss after tax
  
(827,755)
(403,984)

  

  

Retained earnings at the beginning of the year
  
(18,733)
385,251

Loss for the year attributable to the owners of the parent
  
(827,755)
(403,984)

Retained earnings at the end of the year
  
(846,488)
(18,733)

There were no recognised gains and losses for 2021 or 2020 other than those included in the consolidated statement of income and retained earnings.

The notes on pages 15 to 33 form part of these financial statements.

Page 9

 
BESPOKE FOODS GROUP LIMITED
REGISTERED NUMBER: 10404591

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
2020
Note
£
£

Fixed assets
  

Intangible assets
 13 
4,937,997
5,464,497

Tangible assets
 14 
6,638,549
6,849,956

  
11,576,546
12,314,453

Current assets
  

Stocks
 16 
3,356,998
2,819,111

Debtors: amounts falling due within one year
 17 
6,275,296
5,050,783

Cash at bank and in hand
 18 
286,454
45,991

  
9,918,748
7,915,885

Creditors: amounts falling due within one year
 19 
(15,864,482)
(8,894,068)

Net current liabilities
  
 
 
(5,945,734)
 
 
(978,183)

Total assets less current liabilities
  
5,630,812
11,336,270

Creditors: amounts falling due after more than one year
 20 
(4,025,926)
(8,688,181)

Provisions for liabilities
  

Deferred taxation
 22 
(82,069)
(297,517)

Net assets
  
1,522,817
2,350,572


Capital and reserves
  

Called up share capital 
 23 
100,379
100,379

Other reserves
  
2,268,926
2,268,926

Profit and loss account
  
(846,488)
(18,733)

  
1,522,817
2,350,572


Page 10

 
BESPOKE FOODS GROUP LIMITED
REGISTERED NUMBER: 10404591
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2021

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 December 2022.






I J Affleck
Director


The notes on pages 15 to 33 form part of these financial statements.

Page 11

 
BESPOKE FOODS GROUP LIMITED
REGISTERED NUMBER: 10404591

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
2020
Note
£
£

Fixed assets
  

Investments
 15 
2,308,251
2,308,251

Current assets
  

Debtors: amounts falling due after more than one year
 17 
2,099,925
3,099,925

Debtors: amounts falling due within one year
 17 
58,298
58,298

Cash at bank and in hand
 18 
116
116

  
 
 
2,158,339
 
 
3,158,339

Total assets less current liabilities
  
4,466,590
5,466,590

  

Creditors: amounts falling due after more than one year
 20 
(2,100,000)
(3,100,000)

  

Net assets
  
2,366,590
2,366,590


Capital and reserves
  

Called up share capital 
 23 
100,379
100,379

Other reserves
  
2,268,926
2,268,926

Profit and loss account brought forward
  
(2,715)
(2,715)

Profit for the year

  

-
-

Profit and loss account carried forward
  
(2,715)
(2,715)

  
2,366,590
2,366,590


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 December 2022.





I J Affleck
Director


The notes on pages 15 to 33 form part of these financial statements.

Page 12

 
BESPOKE FOODS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
£
£

Cash flows from operating activities

Loss for the financial year
(827,755)
(403,984)

Adjustments for:

Amortisation of intangible assets
526,500
526,500

Depreciation of tangible assets
576,297
594,959

Government grants
(2,698)
(2,472)

Interest paid
562,993
627,052

Taxation charge
(384,158)
(213,321)

(Increase)/decrease in stocks
(537,887)
1,155,984

(Increase)/decrease in debtors
(1,129,088)
2,815,134

Increase/(decrease) in creditors
477,540
(5,212,656)

Corporation tax received
226,551
-

Net cash generated from operating activities

(511,705)
(112,804)
Page 13

 
BESPOKE FOODS GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


2021
2020

£
£




Cash flows from investing activities

Purchase of tangible fixed assets
(364,890)
(341,495)

Sale of tangible fixed assets
-
6,240

Government grants received
2,698
2,472

HP interest paid
-
(586)

Net cash from investing activities

(362,192)
(333,369)

Cash flows from financing activities

New loan
2,000,000
-

Repayment of loans
-
(39,860)

Repayment of finance leases
(7,643)
11,304

Movements on invoice discounting
1,171,010
(2,030,859)

Interest paid
(562,993)
(626,466)

Net cash used in financing activities
2,600,374
(2,685,881)

Net increase/(decrease) in cash and cash equivalents
1,726,477
(3,132,054)

Cash and cash equivalents at beginning of year
(1,440,023)
1,692,031

Cash and cash equivalents at the end of year
286,454
(1,440,023)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
286,454
45,991

Bank overdrafts
-
(1,486,014)

286,454
(1,440,023)

Page 14

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


GENERAL INFORMATION

Bespoke Foods Group Limited ("the Company") is a private Company limited by shares, incorporated in England and Wales. Its registered office is Shannon Place, Shannon Road, Potton, Sandy, Bedfordshire, SG19 2YH. 

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

GOING CONCERN

The financial statements have been prepared on a going concern basis based on forecasts prepared by the directors. In preparing those forecasts, the directors have taken into account the impact that the current economic climate may have on the business and the strategy adopted to mitigate the risks associated with this. The directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

 
2.4

REVENUE

Turnover is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is considered to be on despatch of the goods. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Page 15

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.5

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 the Group's share 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 Consolidated 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.

 
2.6

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, on a reducing balance basis.

Depreciation is provided on the following annual basis:

Land and buildings
-
4% or 10%
Plant and machinery
-
10%
Fixtures and fittings
-
10%
Office equipment
-
10%

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.

Page 16

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.7

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

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 reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.9

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.

 
2.10

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. 
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 17

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.11

FINANCIAL INSTRUMENTS

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of income and retained earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

 
2.12

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.

 
2.13

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of income and retained earnings in the same period as the related expenditure.

Page 18

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.14

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.

 
2.15

OPERATING LEASES: THE GROUP AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.16

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.17

PENSIONS

Defined contribution pension plan
The Group operates defined contribution schemes for its employees. A defined contribution scheme is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Statement of income and retained earnings 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 Group in independently administered funds.

 
2.18

HOLIDAY PAY ACCRUAL

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
2.19

BORROWING COSTS

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

Page 19

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.20

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.21

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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date.

Page 20

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgements in applying accounting policies
The Group does not consider there to be any critical judgements in applying accounting policies.
Accounting judgements and estimation
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates  will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
(i) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 14 for the carrying amount of the plant and machinery and fixtures and fittings.
(ii) Stock provisioning
The Group principal activity is that of meat processing, packaging and wholesale and is subject to changing consumer demands and the risk of obsolete stock. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. See note 16 for the net carrying amount of the stock.
(iii) Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 17 for the net carrying amount of the debtors.
(iv) Preparation of forecasts
As part of the assessment of going concern, estimates and judgements are made as part of the preparation of the forecasts. In preparing these forecasts, the directors have taken into account the effect that COVID-19 may have on the business.

Page 21

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

4.


TURNOVER

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


2021
2020
£
£

Processed meat products
23,514,910
24,955,069


All turnover arose within the United Kingdom.


5.


OTHER OPERATING INCOME

2021
2020
£
£

Government grants receivable
330,393
314,547



6.


OPERATING (LOSS)/PROFIT

The operating (loss)/profit is stated after charging:

2021
2020
£
£

Depreciation of tangible fixed assets
576,297
594,959

Amortisation of intangible assets, including goodwill
526,500
526,500

Other operating lease rentals
384,700
303,516


7.


AUDITOR'S REMUNERATION

During the year, the Group obtained the following services from the Company's auditor:


2021
2020
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements

10,000
10,000

Page 22

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

8.


EMPLOYEES

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


Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£


Wages and salaries
4,488,111
4,074,794
-
-

Social security costs
309,778
273,643
-
-

Cost of defined contribution scheme
114,485
79,896
-
-

4,912,374
4,428,333
-
-


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



Group
Group
Company
Company
        2021
        2020
        2021
        2020
            No.
            No.
            No.
            No.









Production
109
109
-
-



Admin
4
4
-
-



Management
10
10
2
2

123
123
2
2


9.


RESEARCH AND DEVELOPMENT EXPENDITURE

Included within the Consolidated Statement of Income and Retained Earnings were the following costs in respect of research and development expenditure.

2021
2020
£
£
Cost of sales

250,996

112,704
 
Distribution costs

32,475

32,790
 
Administrative expenses

221,742

285,424
 
505,213

430,918
 

Page 23

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

10.


DIRECTORS' REMUNERATION

2021
2020
£
£

Directors' emoluments
172,500
246,910

Group contributions to defined contribution pension schemes
2,632
2,627

175,132
249,537


During the year retirement benefits were accruing to 2 directors (2020 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £97,500 (2020 - £158,597).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,316 (2020 - £1,314).


11.


INTEREST PAYABLE AND SIMILAR CHARGES

2021
2020
£
£


Bank interest payable
537,486
600,966

Other loan interest payable
25,507
25,500

Finance leases and hire purchase contracts
-
586

562,993
627,052

Page 24

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

12.


TAXATION


2021
2020
£
£

Corporation tax


Current tax on profits for the year
(168,710)
(143,711)

Adjustments in respect of previous periods
-
(87,436)


Total current tax
(168,710)
(231,147)

Deferred tax


Origination and reversal of timing differences
(215,448)
17,826

Total deferred tax
(215,448)
17,826


Taxation on loss on ordinary activities
(384,158)
(213,321)

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is lower than (2020 - lower than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:

2021
2020
£
£


Loss on ordinary activities before tax
(1,211,913)
(617,305)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
(230,263)
(117,288)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
100,035
99,940

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
(2,196)

Capital allowances for the year in excess of depreciation
-
18,226

Adjustments to tax charge in respect of prior periods
-
(87,436)

Non-taxable income
(190,000)
(228,470)

Adjustment in research and development tax credit leading to a decrease in the tax charge
(161,744)
(106,437)

Unrelieved tax losses carried forward
(121,319)
(68,533)

Other differences leading to an increase in the tax charge
219,133
278,873

Total tax charge for the year
(384,158)
(213,321)

Page 25

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
12.TAXATION (CONTINUED)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.


13.


INTANGIBLE ASSETS

Group





Customer base
Goodwill
Total

£
£
£



Cost


At 1 January 2021
3,728,000
3,842,497
7,570,497



At 31 December 2021

3,728,000
3,842,497
7,570,497



Amortisation


At 1 January 2021
1,491,200
614,800
2,106,000


Charge for the year on owned assets
372,800
153,700
526,500



At 31 December 2021

1,864,000
768,500
2,632,500



Net book value



At 31 December 2021
1,864,000
3,073,997
4,937,997



At 31 December 2020
2,236,800
3,227,697
5,464,497



Page 26

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

14.


TANGIBLE FIXED ASSETS

Group






Land and buildings
Plant and machinery
Fixtures and fittings
Office equipment
Total

£
£
£
£
£



Cost


At 1 January 2021
1,780,333
4,251,180
2,960,994
61,901
9,054,408


Additions
-
93,324
271,566
-
364,890



At 31 December 2021

1,780,333
4,344,504
3,232,560
61,901
9,419,298



Depreciation


At 1 January 2021
290,209
1,177,522
696,613
40,108
2,204,452


Charge for the year on owned assets
66,722
312,941
183,413
13,221
576,297



At 31 December 2021

356,931
1,490,463
880,026
53,329
2,780,749



Net book value



At 31 December 2021
1,423,402
2,854,041
2,352,534
8,572
6,638,549



At 31 December 2020
1,490,124
3,073,658
2,264,381
21,793
6,849,956




The net book value of land and buildings may be further analysed as follows:


2021
2020
£
£

Freehold
1,423,402
1,490,124


Page 27

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

15.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



Cost


At 1 January 2021
2,308,251



At 31 December 2021
2,308,251





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Bespoke Food Holdings Limited
Ordinary
100%
York House Foods Limited*
Ordinary
100%
York House (Meat Products) Limited*
Ordinary
100%
Fresh From Cornwall Limited*
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2021 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Bespoke Food Holdings Limited
4,411,514
761,456

York House Foods Limited*
1,554,652
153,734

York House (Meat Products) Limited*
11,200,381
(1,293,239)

Fresh From Cornwall Limited*
1,609,906
99,554

*These Companies are subsidiaries of Bespoke Foods Holdings Limited.
The registered office of the subsidiary undertakings is Shannon Place, Potton, Sandy, Bedfordshire, SG19 2YH.
All subsidiaries are included in the consolidation.
Fresh From Cornwall Limited is exempt from audit by virtue of s479A of Companies Act 2006.





Page 28

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

16.


STOCKS

Group
Group
2021
2020
£
£

Raw materials and consumables
622,958
442,610

Finished goods and goods for resale
2,734,040
2,376,501

3,356,998
2,819,111



17.


DEBTORS

Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£

AMOUNTS RECEIVABLE IN MORE THAN ONE YEAR

Amounts owed by group undertakings
-
-
2,099,925
3,099,925


Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£

AMOUNTS RECEIVABLE WITHIN ONE YEAR

Trade debtors
5,343,006
3,813,416
-
-

Amounts owed by group undertakings
-
-
58,298
58,298

Other debtors
795,329
825,247
-
-

Prepayments and accrued income
136,961
412,120
-
-

6,275,296
5,050,783
58,298
58,298



18.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£

Cash at bank and in hand
286,454
45,991
116
116

Less: bank overdrafts
-
(1,486,014)
-
-

286,454
(1,440,023)
116
116


Page 29

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

19.


CREDITORS: Amounts falling due within one year

Group
Group
2021
2020
£
£

Bank overdrafts
-
1,486,014

Bank loans
5,816,011
-

Trade creditors
2,555,836
2,223,331

Invoice discounting
4,140,151
2,969,141

Other taxation and social security
131,541
134,685

Obligations under hire purchase contracts
3,661
11,304

Other creditors
936,535
876,562

Accruals and deferred income
2,280,747
1,193,031

15,864,482
8,894,068



The following liabilities were secured:
Group
Group
2021
2020
£
£

Invoice discounting
4,140,151
2,969,141

Bank overdrafts
-
1,486,014

Obligations under hire purchase contracts
3,661
11,304

Bank loans
5,816,011
-

9,959,823
4,466,459

Details of security provided:

The invoice discounting facility and the obligation under hire purchase contracts are secured against the assets that they relate to.
The bank loan is secured against the assets of its subsidiaries
The bank overdraft is secured against the assets or undertaking of the Group. 

Page 30

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

20.


CREDITORS: Amounts falling due after more than one year

Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£

Bank loans
1,925,926
5,588,181
-
-

Amounts owed to group undertakings
-
-
2,100,000
3,100,000

Other creditors
2,100,000
3,100,000
-
-

4,025,926
8,688,181
2,100,000
3,100,000


The bank loans of £1,925,926 (2020 - £5,588,181) are secured against the assets of its subsidiaries.




21.


LOANS

Analysis of the maturity of loans is given below:


Group
Group
2021
2020
£
£

Amounts falling due within one year

Bank loans
5,816,011
-

Amounts falling due 1-2 years

Bank loans
444,444
5,588,181

Amounts falling due 2-5 years

Bank loans
1,333,332
-

Amounts falling due after more than 5 years

Bank loans
148,150
-

7,741,937
5,588,181


During the year, York House (Meat Products) Limited obtained a loan totalling £2,000,000. The terms of the loan include a 12 month repayment free period, with interest accruing at 3.99%. The loan is due to be repaid after 6 years, in May 2027.
Post year end, the repayment terms were renegotiated and the bank loan falling due within one year of £5,741,937 is now due for repayment by 30 June 2023. 

Page 31

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

22.


DEFERRED TAXATION


Group



2021
2020


£

£






At beginning of year
(297,517)
(279,691)


Credited/(charged) to profit or loss
215,448
(17,826)



At end of year
(82,069)
(297,517)

The provision for deferred taxation is made up as follows:

Group
£

Accelerated capital allowances
(860,306)

Tax losses carried forward
778,237

(82,069)


23.


SHARE CAPITAL

2021
2020
£
£
Allotted, called up and fully paid



100,000 (2020 - 100,000) Ordinary shares of £1.00 each
100,000
100,000
37,945 (2020 - 37,945) Ordinary Z shares of £0.01 each
379
379

100,379

100,379



24.


PENSION COMMITMENTS

The Group operates money purchase schemes in respect of the directors and employees. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge in the statement of income and retained earnings represents contributions paid by the Group to the funds and amounted to £114,485 (2020 - £79,896). Contributions payable to the funds at the year end and included in creditors amounted to £12,245 (2020 - £11,525)

Page 32

 
BESPOKE FOODS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

25.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2021 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2021
2020
£
£

Not later than 1 year
209,866
245,146

Later than 1 year and not later than 5 years
289,017
447,618

Later than 5 years
-
17,393

498,883
710,157

26.


POST BALANCE SHEET EVENTS

Post year end and prior to approval of the financial statements, the parent undertaking agreed, irrevocably and unconditionally, to waive loan amounts of £1,000,000 within other creditors due after more than one year plus all accrued interest on such amount. 


27.


CONTROLLING PARTY

The Group considers Auctus IV GmbH & Co. KG, an entity registered in Germany, to be its controlling party.

28.


ANALYSIS OF NET DEBT




At 1 January 2021
Cash flows
At 31 December 2021
£

£

£

Cash at bank and in hand

45,991

240,463

286,454

Bank overdrafts

(1,486,014)

1,486,014

-

Debt due after 1 year

(5,588,181)

(153,756)

(5,741,937)

Debt due within 1 year

(2,980,666)

(3,171,730)

(6,152,396)

Hire purchase contracts

(11,304)

7,643

(3,661)


(10,020,174)
(1,591,366)
(11,611,540)

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