Crop's & Partners UK Limited - Limited company accounts 22.3

REGISTERED NUMBER: 10834664 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

FOR

CROP'S & PARTNERS UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

7

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

M D Cullinane

M Delbaere

P A Weatherby

I G Weatherby

SECRETARY:

M D Cullinane

REGISTERED OFFICE:

254 Capability Green

Luton

Bedfordshire

LU1 3LU

REGISTERED NUMBER:

10834664 (England and Wales)

AUDITORS:

GBJ LLP

Statutory Auditor

Sterling House

27 Hatchlands Road

Redhill

Surrey

RH1 6RW

The directors present their strategic report of the company and the group for the year ended 30 June 2022.

REVIEW OF BUSINESS

The reduction in turnover for the year was in part due to some re-organisation within the Group. The overall position was positive with realisation of previous work to expand the product and category area within the existing customer portfolios.

Product development will continue to be a key focus as the group innovates within the sectors.

PRINCIPAL RISKS AND UNCERTAINTIES

The market for the provision of frozen fruit, vegetables and ready meals expose the group to a variety of risks, both financial and operational. All risk exposures are monitored regularly by the directors and in particular by promptly resolving customer queries and maintaining strong relationships with key customers.

The group monitors cash flow as part of its day to day control procedures as purchase and sale transactions are made in sterling and foreign currency. The directors consider cash flow projections on a monthly basis and ensure that appropriate facilities are available to be drawn up as necessary.

The main risks arising from the group's financial instruments are interest rate risk, credit risk, exchange risk and liquidity risk. The directors review and agree policies for managing each of these which are summarised below.

Currency risk

The group is exposed to transaction foreign exchange risk. Transaction exposures which cumulatively total a certain size, are hedged when known, principally using forward currency contracts. Whilst the aim is to achieve an economic hedge the group does not adopt an accounting policy of hedge accounting for these financial statements.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs to invest cash assets safely and profitably.

Interest rate risk

The group finances its operations through a mixture of retained profits and bank borrowings. The group's exposure to interest rate fluctuations on its borrowings is managed by actively looking to reduce its working capital requirement.

Credit risk

The group's principal financial assets are stock and trade debtors. The principal credit risk arises therefore from its trade debtors. In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history.

KEY PERFORMANCE INDICATORS

The directors use a number of measures both financial and non-financial to monitor and benchmark the performance of the group. They regard the following as key financial indicators for performance.

Financial

- Revenue of £98,947,497 is a key measure of the group's success in winning new business and retaining existing customers

- Cash collection is an important part of effective capital and treasury measurement. At the financial year end debtor days were 55 days (2021: 42 days).

- Operating profit of 1,810,590 - is measuring the profits generated by the group's operations.

- Net cash flow from operating activities - measuring performance in translating operating profit into cash through management of working capital.

Non-financial

- The securing of new business is a critical area if the group is to continue to grow. The number of new

customers won during the year is therefore closely monitored against targets set by the directors. During

the financial year, the market place presented many challenges to possible growth, however progress was

made in this area and was therefore considered satisfactory by the directors.

- The level of business loss is also measured. Business loss is categorised into two areas - those under our

control and those outside of our control (customers going into receivership, closing site, etc). The level of

business loss in both areas was as expected.

- Quality control is a further critical area of the business. A key measurement is the number of customer

complaints per packs of produce. The level of customer complaints continued to fall in line with the expectation of directors.

FUTURE DEVELOPMENTS

The directors will continue to grow and develop the business in the future, and product development will continue to be a key focus across all sectors, but we anticipate that business will be very competitive during the current year.

POSITION OF THE GROUP AT THE PERIOD END

The results for the period and the financial position at the year end were considered satisfactory by the directors.

ON BEHALF OF THE BOARD:

P A Weatherby - Director

20 February 2023

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2022.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the provision of frozen fruit, vegetables and ready meals to the Retail and Manufacturing industry.

DIVIDENDS

The total distribution of dividends for the year ended 30 June 2022 will be £748,000.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2021 to the date of this report.

M D Cullinane

M Delbaere

P A Weatherby

I G Weatherby

CHARITABLE DONATIONS

The group made charitable contributions of £21,657 in the year (2021: £14,550).

DISABLED EMPLOYEES

The company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever appropriate.

STREAMLINED ENERGY AND CARBON REPORTING

Environmental Matters and Streamlined Energy and Carbon Reporting (SECR)

The group takes environmental matters seriously and continues to improve its impact on the local and wider environment.

From 1 August 2019 we are required to report under the new SECVR regulations which provides increased transparency on our energy efficiency and emissions as a business.

Reporting methodology

The information has been provided using the GHG Protocol Corporate Accounting and Reporting Standard and the 2019 UK Government Environmental Reporting Guidelines.

Intensity Ratio

The intensity ratio chosen was tC02e per full time employee. This was chosen as it was deemed to be the best metric which could be constantly used over time and would best reflect changes in our energy consumption, but also reflect changes in our operations.

Miles / Staff

numbers

Kwh

tC02e

% of total

2022

2021

2022

2021

2022

2021

2022

2021

Gas - total KWh Used for the year

20,042

23,730

3.67

177.35

2

39

Electricity - total KWh Used for the year

996,273

1,378,271

211.54

248.49

88

55

Transport - Mileage for the year

25,585

23,245

25.59

23.25

6

5

Number of staff / total C02

41

41

5.87

Tonnes of C02e per Employee

Energy Efficiency and Environmental Actions

The group has started to move its motor fleet away from diesel/petrol cars to hybrid models to help cut emissions. The business has been looking at ways to reduce plastic usage with our customers and suppliers during the year and we have made significant progress to date in reducing usage. This is an ongoing project.

The business has also acquired food recycling (compost) bins so we can dispose of certain produce used in our daily food testing and quality control processes as well as utilising various recycling bins.

DISCLOSURE IN THE STRATEGIC REPORT

Details of items required under Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 are provided in the Strategic Report on pages 2 to 4.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

P A Weatherby - Director

20 February 2023

Opinion

We have audited the financial statements of Crop's & Partners UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2022 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 affairs as at 30 June 2022 and of the group's profit 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 Auditors' 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 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

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 and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages five and six, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- we identified the laws and regulations applicable to the company through discussions with directors and from our knowledge and experience of the frozen food sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation;

Additionally, we assessed the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding how fraud might occur by:

- making enquires 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

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 Report of the Auditors.

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 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 a Report of the Auditors 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.

Jonathan Hillier (Senior Statutory Auditor)

for and on behalf of GBJ LLP

Statutory Auditor

Sterling House

27 Hatchlands Road

Redhill

Surrey

RH1 6RW

20 February 2023

TURNOVER

3

98,947,497

107,163,163

Cost of sales

93,967,314

102,558,222

GROSS PROFIT

4,980,183

4,604,941

Distribution costs

290,116

362,293

Administrative expenses

2,879,477

2,681,082

3,169,593

3,043,375

OPERATING PROFIT

5

1,810,590

1,561,566

Interest receivable and similar income

63,030

-

1,873,620

1,561,566

Interest payable and similar expenses

6

6,812

18

PROFIT BEFORE TAXATION

1,866,808

1,561,548

Tax on profit

7

378,002

276,696

PROFIT FOR THE FINANCIAL YEAR

1,488,806

1,284,852

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,488,806

1,284,852

Profit attributable to:

Owners of the parent

1,488,806

1,284,852

Total comprehensive income attributable to:

Owners of the parent

1,488,806

1,284,852

FIXED ASSETS

Tangible assets

10

2,651

4,018

Investments

11

-

-

2,651

4,018

CURRENT ASSETS

Stocks

12

1,777,978

1,628,819

Debtors

13

19,997,414

9,694,421

Cash in hand

1,646,830

4,635,730

23,422,222

15,958,970

CREDITORS

Amounts falling due within one year

14

17,458,498

10,812,420

NET CURRENT ASSETS

5,963,724

5,146,550

TOTAL ASSETS LESS CURRENT LIABILITIES

5,966,375

5,150,568

PROVISIONS FOR LIABILITIES

17

75,000

-

NET ASSETS

5,891,375

5,150,568

CAPITAL AND RESERVES

Called up share capital

18

200

200

Share premium

19

3,599,802

3,599,801

Retained earnings

19

2,291,373

1,550,567

SHAREHOLDERS' FUNDS

5,891,375

5,150,568

The financial statements were approved by the Board of Directors and authorised for issue on 20 February 2023 and were signed on its behalf by:

P A Weatherby - Director

FIXED ASSETS

Tangible assets

10

-

-

Investments

11

3,600,000

3,600,000

3,600,000

3,600,000

CURRENT ASSETS

Debtors

13

748,001

780,000

CREDITORS

Amounts falling due within one year

14

748,000

779,999

NET CURRENT ASSETS

1

1

TOTAL ASSETS LESS CURRENT LIABILITIES

3,600,001

3,600,001

CAPITAL AND RESERVES

Called up share capital

18

200

200

Share premium

19

3,599,801

3,599,801

SHAREHOLDERS' FUNDS

3,600,001

3,600,001

Company's profit for the financial year

748,000

780,000

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 20 February 2023 and were signed on its behalf by:

P A Weatherby - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 July 2020

200

1,045,715

3,599,801

4,645,716

Changes in equity

Dividends

-

(780,000

)

-

(780,000

)

Total comprehensive income

-

1,284,852

-

1,284,852

Balance at 30 June 2021

200

1,550,567

3,599,801

5,150,568

Changes in equity

Dividends

-

(748,000

)

-

(748,000

)

Total comprehensive income

-

1,488,806

-

1,488,806

Balance at 30 June 2022

200

2,291,373

3,599,801

5,891,374

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 July 2020

200

-

3,599,801

3,600,001

Changes in equity

Dividends

-

(780,000

)

-

(780,000

)

Total comprehensive income

-

780,000

-

780,000

Balance at 30 June 2021

200

-

3,599,801

3,600,001

Changes in equity

Dividends

-

(748,000

)

-

(748,000

)

Total comprehensive income

-

748,000

-

748,000

Balance at 30 June 2022

200

-

3,599,801

3,600,001

Cash flows from operating activities

Cash generated from operations

1

(3,709,285

)

2,550,606

Interest paid

(6,812

)

(18

)

Tax paid

(379,927

)

(356,481

)

Net cash from operating activities

(4,096,024

)

2,194,107

Cash flows from investing activities

Purchase of tangible fixed assets

(1,664

)

-

Interest received

63,030

-

Net cash from investing activities

61,366

-

Cash flows from financing activities

Equity dividends paid

(748,000

)

(780,000

)

Net cash from financing activities

(748,000

)

(780,000

)

(Decrease)/increase in cash and cash equivalents

(4,782,658

)

1,414,107

Cash and cash equivalents at beginning of year

2

4,635,730

3,221,623

Cash and cash equivalents at end of year

2

(146,928

)

4,635,730

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2022

2021

£

£

Profit before taxation

1,866,808

1,561,548

Depreciation charges

3,031

8,678

Dilapidations provision

75,000

-

Finance costs

6,812

18

Finance income

(63,030

)

-

1,888,621

1,570,244

Increase in stocks

(149,159

)

(351,739

)

(Increase)/decrease in trade and other debtors

(10,302,992

)

4,919,978

Increase/(decrease) in trade and other creditors

4,854,245

(3,587,877

)

Cash generated from operations

(3,709,285

)

2,550,606

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2022

30.6.22

1.7.21

£

£

Cash and cash equivalents

1,646,830

4,635,730

Bank overdrafts

(1,793,758

)

-

(146,928

)

4,635,730

Year ended 30 June 2021

30.6.21

1.7.20

£

£

Cash and cash equivalents

4,635,730

3,221,623

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.7.21

Cash flow

At 30.6.22

£

£

£

Net cash

Cash at bank and in hand

4,635,730

(2,988,900

)

1,646,830

Bank overdrafts

-

(1,793,758

)

(1,793,758

)

4,635,730

(4,782,658

)

(146,928

)

Total

4,635,730

(4,782,658

)

(146,928

)

1.	STATUTORY INFORMATION

Crop's & Partners UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise

specified within these accounting policies and in accordance with Financial Reporting Standard 102,

the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the

Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain

critical accounting estimates. It also requires management to exercise judgment in applying the

company's accounting policies.

The following principal accounting policies have been applied:

Basis of consolidation

The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 30 June 2021 using the purchase method. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from, the date control passes. Intra-group sales and profits are eliminated fully on consolidation.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates. The only items in the financial statements where these judgements and estimates have been made is in the depreciation rate of tangible fixed assets a bad debt provision in connection with trade debtors, and a dilapidations provision in connection with operating leases...

Turnover and revenue recognition

Turnover represents amounts receivable for the sale of frozen foods, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised as and when the company satisfies a performance obligation and the significant risks and rewards of ownership have been transferred to the customer, which may be upon shipment, acceptance of the goods by the customer, or the product being ready for delivery, based on specific contract terms.