Final Results

29th April 2013

Crawshaw Group PLC

Final Results

Crawshaw Group PLC ("the Company"), the meat focussed retailer, today reports its audited results for the year ended 31 January, 2013

Results highlights for the year to 31st January 2013.

·; Sales for the year £18.8m (2012: £18.9m)

·; Full year like for like sales up 3% (2012: -4%)

·; EBITDA up 15% at £0.7m (2012: £0.6m)

·; Profit before tax £0.3m (2012: £nil)

·; Net debt reduced to £nil (2012: £0.2m)

·; Earnings per share have risen by a factor of 12 to 0.309p (2012: 0.026p)

Chairmans' Statement

Sales and gross margin

As mentioned in our interim statement issued on 2 October 2012, the measures taken to improve our performance in the face of a very tough retail climate have been working and I'm pleased to be able to report a continued improvement in trading.

Sales for the year were £18.8m, slightly down from the previous year (£18.9m). The reduction in total sales is due to the planned scale back of our less profitable sales channels.

Like for like sales were up 3% (2012: -4%), and gross margin further strengthened to 43.7% (2012: 43.3%). Average spend per retail customer is up 9% versus the previous year as a result of the management of price points and multi buy offers, partially offset by a 5% reduction in customer numbers driven by the VAT changes on the full cooked product offer.

Costs

Total overheads were 1.1% lower at £8.0m (2012: £8.1m). This reduction was driven, in the main, by wage efficiency improvements; however, on going overhead cost control and rent renegotiations have offset increases in marketing related expenditures.

Profit

EBITDA for the year was £0.7m (2012: £0.6m). The increase in profits can be attributed to the improvements in like for like sales and gross margin plus the reduction in overheads. Operating profit for the year was £0.3m (2012: £0.1m excluding asset impairment). Profit before tax was £0.3m (2012: £nil).

As mentioned in our interim statement, the Government added VAT to certain, previously exempt, cooked products from 1st October 2012. Our view was that such an increase would seriously impact sales and so we decided to invest in additional equipment, staff and training to implement the processes required to sell certain lines "on the cool" and therefore VAT free. Our cooked chicken and joints are therefore now sold on the cool, although certain take away lines are still kept hot and have therefore now attracted VAT at 20%.

Our hot sales have indeed been adversely affected, particularly initially as our staff and customers adopted the new process, but are not down nearly as much as the recent figures from the British Poultry council suggest, showing sales in the UK of rotisserie chickens down 18% in the 23 weeks since the VAT change. We are therefore pleased we adopted this approach. Nonetheless it was a disruptive, expensive and challenging development that we could have done without, and our performance would have been better without the change.

Dividend

The Board is delighted to propose its maiden dividend of 0.2 pence per share. Shareholder approval will be sought at the Annual General Meeting, to be held on 24th June 2013, to pay the final dividend on 31st July, 2013 to shareholders on the register on 28th June, 2013. The ex-dividend date will be 26th June, 2013.

Cash

After working capital movements and taxation the cash generated from operating activities was slightly higher than last year at £0.42m (2012 £0.39m). Cash of £0.17m net, has been utilised on capital projects (premises/vehicles/IT) and cash balances at the end of January 2013 were £0.85m (2012: £0.60m).

As at 31st January 2013, net debt had reduced further to £nil, (2012: £0.2m). Post year end we agreed to reduce our mortgage from £840k to £540k and extend the facilities for a further 3 years.

Food Safety

Recent months have seen the meat industry adversely affected by the horse meat scandal. I am pleased to say that Crawshaw Butchers was not implicated. As an independent retail butcher we provide unrivalled knowledge of meat, with over 60 years' experience and source only from accredited suppliers. Our food safety management systems have been in place for a number of years and we continuously review and update them to ensure our procedures are in line with the highest standards. In addition, during the year, we have undertaken a relationship with the Environmental Health department at Wakefield Council who now work with us as Primary Authority to further verify the robustness of our procedures.

Outlook

The retail climate remains challenging; however I am encouraged by the continued improvements in trading over the first 12 weeks of the current year. Like for like sales are ahead and we are particularly pleased with the further increases in gross margin and improvements in cost we are achieving.

Richard Rose

Chairman

29th April 2013

Directors' report

The directors present their business review and audited financial statements for the year ended 31 January 2013.

Principal Activity

The principal activity of the Group is the operation of a chain of meat focused retail food stores. The Group has two distribution centres in Grimsby and Rotherham, plus 20 retail locations across Yorkshire, Lincolnshire, Nottinghamshire and Derbyshire.

Business Review

Despite the on going pressure on consumer spend and the introduction of VAT on hot food from October 1st, 2012/13 has been a better year with improvements in retail sales, gross margin and cost control. As a result, Crawshaw Butchers Limited (CBL), the Company's sole trading subsidiary, traded profitably such that the Group reported an operating profit of £251,818 (2012: £135,676 pre exceptionals) on turnover of £18,778,427 (2012: £18,889,491). A consolidated income statement is set out on page 11.

A full review of the year, together with an indication of the outlook for the business is contained in the Chairman's statement on page 2.

Post Balance Sheet Event

The outstanding loan balance shown in note 20 to the accounts relates to a mortgage against freehold property which falls due for renewal shortly after these results. The Board has agreed to repay £300,000 in June, 2013 and renew the mortgage at the lower sum of £540,000, repayable over a 3 year term.

Proposed dividend

The directors propose a final dividend of 0.2 pence per share (2012: nil pence) .

Key performance indicators, risks and strategic developments.

The principal risks and uncertainties affecting the Group include the following:

·; Raw material availability and prices: the Group monitors raw material sources on a global basis and negotiates forward purchase contracts where appropriate with key suppliers. However, the volatility of international currency markets and their impact on spot raw material prices is an ongoing issue.

·; Environmental risks: the Group places considerable emphasis upon environmental compliance in its business and not only seeks to ensure ongoing compliance with relevant legislation but also strives to ensure that environmental best practice is incorporated into its key processes.

·; Major disruption/disaster: business continuity planning is reviewed regularly.

·; Food Safety: compliance with legislation is continually assessed and monitored at every location.

·; The effect of legislation or other regulatory activities: the group monitors forthcoming and current legislation regularly.

Key areas of strategic development and performance of the business include:

·; Sales and marketing: new store locations are regularly reviewed for suitability for growth/replacement of our existing estate; key supplier and customer relationships are monitored on a regular basis; new products are researched, tested and trialled frequently.

·; Competition: it is important that the business continues to deliver a value proposition to our customers. Key price points from competitors are monitored regularly.

·; Food Safety: our food safety management systems are continually reviewed and updated to ensure our procedures are in line with the highest standards.

Substantial Shareholdings

At 28th February 2013, the directors had been notified of the following interests in the company's issued ordinary share capital:

Directors and their interests

The interests of the directors in the ordinary shares of the Company are shown below:

The interests of the Directors in options to acquire shares are shown below:

Financial Instruments

The Company's financial risk management objectives can be found in notes 21 and 22 to the financial statements

Creditor payment policy

The Group agrees payment with its trade creditors and other suppliers on an individual contract basis at the time the goods and services are ordered rather than following a standard code. The policy is to abide by the agreed terms once satisfied that the goods or services have been provided in accordance with the contract terms and conditions. The Group's average creditor payment period at 31 January 2013 was 49 days (2012: 53 days).

Employee involvement

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various financial and economic factors affecting the performance of the Group.

Going concern

After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Political and charitable contributions

The Group made no political or charitable donations or incurred any political expenditure during the current or preceding year.

Disclosure of information to auditors

The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the Group's auditors are unaware; and each director has taken all the steps that he/she ought to have taken as a director to make himself/herself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

Auditor

In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG Audit Plc as auditor of the company is to be proposed at the forthcoming Annual General Meeting.

Nominated Advisor and Broker

WH Ireland Limited continues as our nominated adviser and sole broker.

Notes to the financial statements

(forming part of the financial statements)

1. ACCOUNTING POLICIES

Crawshaw Group Plc (the "Company") is a company incorporated and domiciled in the UK.

The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group") and equity account the Group's interest in jointly controlled entities. The parent company financial statements present information about the Company as a separate entity and not about its group.

Both the parent company financial statements and the group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"). On publishing the parent company financial statements here together with the group financial statements, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements.

The following new and revised IFRS have been adopted in these consolidated financial statements. The application of these new and revised IFRSs has not had any material impact on the amounts reported for the current and prior years but may affect the accounting for future transactions or arrangements. Other new standards and interpretations have no significant impact on the Group.

The following amendments to standards are mandatory for the first time for the financial period beginning 30 January 2012, but do not have a material impact on the Group:

- Amendment to IFRS 7, 'Financial Instruments: Disclosures on transfers of assets';

- Amendment to IFRS 1, 'First time adoption', on fixed dates and 'hyperinflation'; and

- Amendment to IAS 12, 'Income taxes', on deferred tax.

The Group has not yet applied the following new and revised IFRSs that are not yet effective for which early adoption is permitted:

New IFRS and amendments to IAS and interpretations

There are a number of standards and interpretations issued by the IASB that are effective for financial statements after this reporting period. The following have not been early adopted by the Group:

The application of these standards and interpretations is not anticipated to have a material effect on the Group's financial statements.

BASIS OF CONSOLIDATION

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring the venturers' unanimous consent for strategic financial and operating decisions. Jointly controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognised at cost. The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the total comprehensive income and equity movements of equity accounted investees, from the date that joint control commences until the date that joint control ceases. When the Group's share of losses exceeds its interest in an equity accounted investee, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an investee.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements.

GOING CONCERN

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out on the business review on pages 5-6. In addition, notes 20 and 21 set out the Group's objectives, policies and processes for managing its capital and exposures to credit and liquidity risk.

As highlighted in note 22, the Group meets its day to day working capital requirements through cash generated from operations and borrowings. Current cash headroom (being cash on hand and available overdraft facility) totals £1.1m.

The Group continue to have access to an overdraft facility at the same level of £0.25m based on forecast cash scenarios. This facility falls due for review in April 2014. The outstanding loan balance shown in note 20 relates to a mortgage against freehold property which falls due for renewal in June 2013. The Board has agreed to repay £300,000 in June, 2013 and renew the mortgage at the lower sum of £540,000, repayable over a 3 year term.

The Group's forecasts and cash projections, taking account of reasonably possible changes in trading performance as a result of the uncertain economic conditions, show that the Group should be able to operate comfortably within its secured level of available facility.

The directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

CLASSIFICATION OF FINANCIAL INSTRUMENTS ISSUED BY THE GROUP

In applying policies consistent with IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:

(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and

(b) where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group's own shares, the amounts presented in this financial information for called up share capital and share premium account exclude amounts in relation to those shares.

Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Company's option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity upon approval by the Group's shareholders.

Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognised as interest expense in profit or loss as accrued.

Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.

NON-DERIVATIVE FINANCIAL INSTRUMENTS

Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents and trade and other payables.

Trade and other receivables are recognised at stated cost less impairment losses. It is the Company's policy to review trade and other receivable balances for evidence of impairment at each reporting date. Any receivables which give significant cause for concern are written down to the best estimate of the recoverable amount.

Cash and cash equivalents comprise cash-in-hand and cash-at-bank.

Trade and other payables are recognised at stated cost.

ASSOCIATES AND JOINTLY CONTROLLED ENTITIES (equity accounted investees)

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions.

Associates and jointly controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognised at cost. The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the Group's share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Depreciation is charged to the income statement on a straight-line basis over the estimateduseful lives of each part of an item of property, plant and equipment. Residual values of property, plant and equipment is assumed to be nil. Land is not depreciated. The estimated useful lives are as follows:

INTANGIBLE ASSETS AND GOODWILL

Goodwill represents amounts arising on acquisition of businesses. In respect of business acquisitions that have occurred since 11 December 2006, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. Any impairment is then recognised immediately in profit or loss and is not subsequently reversed.

Intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.

IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition period. The Company elected not to restate business combinations in Crawshaw Butchers Limited that took place prior to 1 February 2006. In respect of acquisitions prior to 1 February 2006, goodwill is included at 1 February 2006 on the basis of its deemed cost, which represents the amount recorded under UK GAAP which was broadly comparable save that only separable intangibles were recognised and goodwill was amortised.

AMORTISATION

Amortisation is recognised in the statement of comprehensive income on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:

·; Brand 20 years

IMPAIRMENT

The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.

For goodwill and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive income.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Calculation of recoverable amount

The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Reversals of impairment

An impairment loss in respect of goodwill is not reversed.

In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

PROVISIONS

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax risk-free rate.

TRADE AND OTHER RECEIVABLES

Trade and other receivables are recognised at their fair value and thereafter at amortised cost less impairment charges.

INVENTORIES

Inventories are stated at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost comprises purchase price and an allocation of production overheads. Net realisable value is estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Inventories are primarily goods for resale.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash-in-hand and cash-at bank. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows.

EMPLOYEE BENEFITS

Defined contribution plans

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

REVENUE

Revenue is mainly derived from retail butcher activities, stated after trade discounts, VAT and any other sales taxes. Revenue from the sale of goods is recognised in the statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer. Where the Group sells to distributors, revenue from the sale of goods is recognised where there are no further obligations on the Group and when the associated economic benefits are due to the Group and the turnover can be reliably measured.

EXPENSES

Operating lease payments

Payments made under operating leases are recognised in the statement of comprehensive income on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense.Lease incentives are recognised in the income statement on a straight-line basis over the term of the associated lease.

Net financing costs

Net financing costs comprise interest payable, finance charges on shares classified as liabilities, interest receivable on funds invested and dividend income.

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in the income statement on the date the entity's right to receive payments is established.

Borrowing costs

In the current year borrowing costs are expensed in the consolidated statement of comprehensive income as incurred.

TAXATION

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

BANK LOANS, OVERDRAFTS AND LOAN NOTES

Interest-bearing bank loans, overdrafts and loan notes are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in profit or loss using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

SEGMENTAL REPORTING

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. Operating segments' operating results are reviewed regularly by the Group's Managing Director to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Directors consider each location to be a separate operating segment. The Directors have applied the provisions within IFRS 8 for aggregation of operating segments with similar risks and markets, to have one reportable segment. The Group's business operations are conducted exclusively in the UK so geographical segment reporting is not required.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are reviewed on an ongoing basis.

The estimates associated with the assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of revision and future periods if the revision affects both current and future periods.

The key sources of estimation uncertainty at the balance sheet date are:

GOODWILL

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating unit(s) to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.

The carrying amount of goodwill at the balance sheet date was £7.0 million. Details of the present value calculation are provided in note 11.

BRAND INTANGIBLES

The royalty relief approach is considered the most appropriate method to determine the value of the brand. A royalty percentage of 1% has been applied to revenue streams for the twenty years ended 31 January 2028 from the branch network carrying the Crawshaw brand. These were discounted at 15.7% to arrive at an initial carrying value of £693,558. This is amortised over the finite life of twenty years, with the amortisation charge being included within administrative expenses in the statement of comprehensive income.

2. EXCEPTIONAL ITEMS

3. OTHER OPERATING INCOME

The Group charges RGV Refrigeration a management charge each period for administration services. The Group has an investment in RGV Refrigeration, which is described further in note 12.

4. EXPENSES AND AUDITORS REMUNERATION

Included in operating profit are the following:

Auditors' remuneration:

5. STAFF NUMBERS AND COSTS

The average number of persons employed by the Company (including directors) during the period, analysed by category, was as follows:

The aggregate payroll costs of these persons were as follows:

6. KEY MANAGEMENT COMPENSATION

The Group considers key management personnel as defined in IAS24 'Related Party Disclosures' to be the Directors of the Group. Detailed disclosures of individual remuneration, pension entitlements and share options, for those directors who served during the year, are given in the Report of the Remuneration Committee on page 8, these numbers have been audited. The aggregate of emoluments and amounts receivable under long term incentive schemes of the highest paid director was £68,240 (2012: £68,562),and company pension contributions of £50,000 (2012: £50,000) were made to a money purchase scheme on his behalf.

7. FINANCE AND INCOME EXPENSE

8. INCOME TAX EXPENSE

The 2012 Budget on 21 March 2012 announced that the UK corporation tax rate will reduce to 22% by 2014. Reductions in the rate from 26% to 23% (effective from 1st April, 2012 and 1st April, 2013) were substantively enacted on 26th March, 2012 and 3rd July, 2012 respectively.

This will reduce the company's future current tax charge accordingly and further reduce the deferred tax liability at 31st January 2012 (which has been calculated based on the rate of 23% substantively enacted at the balance sheet date).

It has not yet been possible to quantify the full anticipated effect of the announced further 1% rate reduction, although this will further reduce the company's future current tax charge and reduce the company's deferred tax liability accordingly.

9. EARNINGS PER ORDINARY SHARE

Basic earnings per ordinary share is calculated by dividing the earnings attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year of 57,818,801 (31/1/12: 57,818,801).

Diluted EPS is calculated by dividing the profit for the year attributable to ordinary shareholders by the weighted average number of ordinary shares in issue adjusted to assume conversion of all potentially dilutive ordinary shares from the start of the year giving a figure of 57,818,801 (31/1/12: 57,818,801).

The calculation of the basic and diluted earnings per share is based on the following data:

10. PROPERTY, PLANT AND EQUIPMENT

There are no items of property, plant and equipment in the Company.

For details of security given over property, plant and equipment see note 20.

PRIOR YEAR

11. INTANGIBLE ASSETS

PRIOR YEAR

There are no intangible assets within the Company.

Goodwill is tested for impairment annually.

Acquired brand values were calculated using the royalty relief approach and are amortised over twenty years. The remaining amortisation period is 14 years and 2 months.

The amortisation and impairment charge is recognised in the following line items in the consolidated statement of comprehensive income:

Impairment testing

Goodwill arose on the Group's original acquisition of Crawshaw Butchers Limited. As such the goodwill is allocated against these older more established stores as a group of cash generating units as follows:

The recoverable amount of Crawshaw Butchers Ltd at acquisition has been calculated with reference to its value in use. The key assumptions of this calculation are shown below:

The growth rate used in the value in use calculation reflects management's assessment of the likely growth rate achievable by the Group at the stores that were in existence at the acquisition of Crawshaw Butchers Limited.

Management have determined the discount rate by reference to other companies of similar nature within their industry and their assessment of the optimal long-term capital structure for the business.

12. INVESTMENTS IN EQUITY ACCOUNTED INVESTEES

Other investments comprise a 50% share in RGV Refrigeration, a partnership jointly owned by Crawshaw Butchers Limited and Mr M Hornsby. The principal place of business for RGV Refrigeration is 17-25 John Street,Rotherham,South Yorkshire S60 1EQ. The last year end being 30 September 2012.The Group does not exert control over the entity.

The carrying value of investments in equity accounted investees includes £14,350 (2012: £ 14,845) of outstanding dividend declared by RGV Refrigeration.

13. OTHER INVESTMENTS

14. DEFERRED TAX LIABILITIES

Recognised deferred tax liabilities

Deferred tax liabilities are attributable to the following:

Movement in deferred tax during the period

15. INVENTORIES

Finished goods recognised as cost of sales in the year amounted to £10,576,493 (2012: £10,729,334)

16. TRADE AND OTHER RECEIVABLES

The directors consider that the carrying amount of trade and other receivables approximates their fair value.

Aged analysis of trade receivables

Provision for doubtful debt

17. TRADE AND OTHER PAYABLES

Trade payables and other creditors comprise amounts outstanding for trade purchases and ongoing costs. The directors consider that the carrying amount of trade payables approximates to their fair value.

Non-current accruals relate to reverse lease premiums and rent free periods, which are credited to the income statement on a straight-line basis over the lease term.

18. EMPLOYEE BENEFITS

Pension plans

Defined contribution plans

The Group operates a defined contribution pension plan. The assets of the scheme are held separately from those of the Group in an independently administered fund. The amount charged to the income statement represents the contributions payable to the scheme in respect of the accounting period. Pension costs for the defined contribution scheme are as follows:

Share Based Payments

Share Options

Share options granted prior to the reverse acquisition are held by former associates of Felix Group PLC. Further share options were granted post reverse acquisition on 14 April 2008 to key employees of the enlarged group, Crawshaw Group PLC. In line with the scheme rules, options for employees who leave the business lapse after 6 months.

The share options in issue all relate to ordinary shares of 5p and are to be settled by the physical delivery of shares are as follows

During the prior year, share options were granted to a member the management team. However, the individual has since left the company and the options have lapsed with effect from 21st April, 2013.

The calculated fair value of options granted on 14 December 2011 at the grant date was £nil. This was determined using the Black-Scholes option pricing model. The model inputs were the share price at the date of grant of 2.5p, the exercise price of 10p, expected volatility of 18%, expected dividends of £nil, an exercise period of 8 years and a risk free rate of 5%.

The expected volatility is based wholly on the historic volatility (calculated based on the weighted average remaining life of the share options) adjusted for any expected changes to future volatility due to publicly available information.

During the year the Group recognised a charge of £nil (2012: £nil) in relation to equity settled share based payments in the income statement. No further charge is expected in relation to options in issue.

25. RELATED PARTY TRANSACTIONS

Transactions with key management personnel

The Board and certain members of senior management are related parties within the definition of IAS 24 (Related Party Disclosures). Summary information of the transactions with key management personnel is provided in note 6. Detailed disclosure of the individual remuneration of Board members is included in The Report of the Remuneration Committee on page 8. There is no difference between transactions with key management personnel of the Company and the Group.

Transactions with subsidiaries

The Company has entered into transactions with its subsidiary undertakings in respect of the following: provision of Group services (including senior management, IT, accounting, purchasing and legal services). Recharges are made to subsidiary undertakings for intra- group balances, based on their amount and interest rates set by Group management.

During the year these charges amounted to:

The amount outstanding from subsidiary undertakings to the Company at 31 January 2013 totalled £nil (2012: £nil). Amounts owed to subsidiary undertakings by the Company at 31 January 2012 totalled £2,049,560 (2011: £1,834,887).

The Company has suffered no expense in respect of bad or doubtful debts of subsidiary undertakings in the year (2012: £nil).

Transactions with jointly controlled entities

Crawshaw Butchers Limited, a subsidiary of the Company, holds a 50% share in a partnership which trades under the name of RGV Refrigeration. The operations of the partnership comprise of the maintenance and repair of refrigeration machinery for a variety of customers. 

During the year the transactions amounted to:

The amount outstanding from jointly controlled entities to the Group at 31 January 2013 totalled £3,600 (2012: £3,600). Amounts owed to jointly controlled entities by the Group at 31 January 2013 totalled £31,771 (2012: £21,139).

The Group has suffered no expense in respect of bad or doubtful debts of jointly controlled entities in the year (2012: £nil).

Transaction with other related parties

During the year the Group paid £40,000 (2012: £40,000) to Electro Switch Limited in respect of Consultancy services. Electro Switch Limited is a company which provides Consultancy services and is under the significant influence of Mr R Rose, a Director of Crawshaw Group Plc. Amounts owed to Electro Switch Limited by the Group at 31 January 2013 totalled £nil (2012: nil).

The Group leases a property owned by The Colin Crawshaw Pension Scheme for factory facilities and paid rental fee of £13,500 in 2013 (2012: £13,500). Amounts owed to The Colin Crawshaw Pension Scheme by the Group at 31 January 2013 totalled £nil (2012: £nil).

26. POST BALANCE SHEET EVENT

The outstanding loan balance shown in note 20 relates to a mortgage against freehold property which falls due for renewal in June 2013. The Board has agreed to repay £300,000 in June, 2013 and renew the mortgage at the lower sum of £540,000, repayable over 3 years.

27. PRINCIPAL SUBSIDIARY UNDERTAKINGS

At 31 January 2013 Crawshaw Group PLC had the following principal subsidiary undertakings:

Crawshaw Holdings Limited - United Kingdom - Non-trading subsidiary

Crawshaw Butchers Limited - United Kingdom - Retail Butchers

The shareholdings were 100% of the subsidiary undertakings' ordinary and preference shares. Each of the subsidiaries is included in the consolidated financial statements.

28. ULTIMATE PARENT COMPANY

The Company is the ultimate parent company of the Group.

No other group financial statements include the results of the Company.

ANNUAL REPORT

It is envisaged that the Annual Report will be posted to shareholders on 14th May, 2013 and that it will also be available from the Company's website at www.crawshawgroupplc.com a week from today.

ANNUAL GENERAL MEETING

The Annual General Meeting will be held at Bradmarsh Business Park, Bow Bridge Close, Rotherham S60 1BY on 24 June 2013 at 12 noon.

The financial information set out above does not constitute the Company's consolidated statutory accounts for the periods ended 31 January 2013 or 31 January 2012 but is derived from those accounts. Statutory accounts for the period ended 31 January 2012 have been delivered to the Registrar of Companies, and those for the period ended 31 January 2013 will be delivered following the Company's Annual General Meeting. The auditors, KPMG Audit Plc, have reported on those accounts; their reports were unqualified and did not contain statements under section 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.