FROM STRATEGY TO Annual Report and Accounts for the year ended 31 December 2005 DELIVERY GROUP HEADLINES - Total Revenues of £117.65m (2004 - £44.60m) - Normalised profit before tax £7.1m (2004 loss of £0.4m) - Acquisition of Napier Brown Foods plc and its subsidiaries - Relocation of the Scrumptious division from Glastonbury to Devizes Highlights 1 Consolidated Profit and Loss Account 22 Strategy 2 - 3 Consolidated Balance Sheet 23 Chairman’s Statement 4 - 6 Company Balance Sheet 24 Operating and Financial Review 7 - 15 Consolidated Cash Flow Statement 25 Directors 16 Notes to the Financial Statements 26 - 52 Report of the Directors 17 - 18 Company Information 53 Statement of Directors’Responsibilities 19 Contact Information 54 Auditor’s Report 21 Notice of Meeting 55 1 The Real Good Food Company plc Divisional Highlights Annual Report 2005 DIVISIONAL HIGHLIGHTS BAKERY: HAYDEN’S BAKERIES PERCENTAGE OF SERIOUSLY SCRUMPTIOUS GROUP TURNOVER Total Revenue in 2005 - Hayden’s growth continues - New customers coming on stream £16.1m - Continued margin improvement - Investment in frying capacity Operating Profit* - Seriously Scrumptious successfully integrated £0.4m - Enhanced management team BAKING RENSHAW PERCENTAGE OF INGREDIENTS: SEFCOL GROUP TURNOVER Total Revenue in 2005 - Implemented RGFC business model - New management team in place by April 2006 £15.7m - Factory efficiency improvement program - Closure of nut plant in Runcorn Operating Profit* - Sale of former “Sefcol”Factory for £2.1m £1.6m - Well positioned for 2006 FISH: FIVE STAR FISH PERCENTAGE OF GROUP TURNOVER Total Revenue in 2005 - Continued sales/profit growth for the 20th year - New lines launched £25.5m - New investment in freezing,breading line - Capacity utilisation of circa 60% Operating Profit* - Efficiency improvements offset raw material price pressure £3.7m - Bolt-on opportunities SUGAR: NAPIER BROWN FOODS PERCENTAGE OF GARRETTS GROUP TURNOVER Total Revenue in 2005 - Implemented RGFC business model - Strong operating margins £61.9m - Focus on profitability rather than volume Operating Profit* - EU Sugar Regime change presents short term volatility, long term opportunity £4.5m - New investment in additional retail capacity * Divisional operating profit before management charges,exceptionals,goodwill and interest OUR STRATEGY A Food Group by design... DYNAMICS: - Focused food manufacturing group - Acquisitions integrated into devolved accountability model - Strong organic growth - Empowered management - Small central team AREAS: - Bakery & patisserie - Baking ingredients - Fish - Sugar/dry ingredients TARGETING: MARKETS: PRODUCTS: - Retail - Ambient - Foodservice - Chilled - Industrial (B2B) -Frozen KEY SKILLS: - Enterprise culture - Product quality - New product development - Commercial innovation - Creative sourcing 3 The Real Good Food Company plc Strategy Annual Report 2005 KEY STRATEGIES A devolved business structure Developing new markets and empowering local management. winning new customers. Creating high-quality Identifying purchasing, management teams to distribution and sales synergies generate growth. across the Group. KEY ACTIVITIES DIVISION BAKERY BAKING FISH SUGAR INGREDIENTS Operating Hayden’s Bakeries Renshaw Five Star Fish Napier Brown Foods Companies Seriously Scrumptious Sefcol Garretts Retail Customers Waitrose Supercook Tesco M&S Sainsbury’s Morrisons Budgens Asda Budgens Tesco Morrisons Foodservice Welcome Break 3663 Brakes Bako Customers Disotto Foods Brakes M&J Seafood Palmer & Harvey 3663 Bestway Punch Fairway Industrial Bako Northern Foods Customers BFP Weetabix Lightbody Premier Foods Cadbury RHM Group Greencore Key Products Danish Marzipan Breaded,battered and Packet/bagged/bulk sugar Doughnuts Sugarpaste dusted cod,haddock, Dairy products Croissants Caramel plaice and pollock Bakery mixes Hot eating desserts Chocolate flavoured Chilled desserts coatings Muffins Diabetic jam BAKERY: Record sales levels achieved FISH: Five Star Fish profits of £3.8m,up 9% BAKING INGREDIENTS: New management team SUGAR: Strong performance in volatile market 5 The Real Good Food Company plc Chairman’s Statement Annual Report 2005 CHAIRMAN’S STATEMENT I am pleased to report the Group’s Results for the twelve months to 31 December 2005. “Good progress has been achieved in building a robust platform for future growth.” Pieter Totté,Chairman Introduction and overview - Bakery - Hayden’s growth continued each of the divisions with the required The key highlight of the year was the Group’s during 2005 with record sales levels resources to deliver above average returns, reverse acquisition for £67.7m of Napier Brown achieved over the pre-Christmas period; however the local managers are Foods plc (“NBF plc”),completed on 27 August Seriously Scrumptious was successfully empowered,thus accountable,for their 2005,which has enabled the Group to achieve integrated into the Devizes site; actions and mandated to drive organic critical mass.The Group now comprises four growth.With a devolved divisional structure, divisions - Bakery,Baking Ingredients,Fish and - Baking Ingredients – a new management aided by a small experienced central team; Sugar,manufacturing ambient,chilled and team was put in place and operational we can respond faster to customer and frozen products for the retail,foodservice and processes refined; market demands.Cross marketing industrial sectors. opportunities are induced by regular - Fish - Five Star Fish exceeded the earn-out divisional meetings chaired by the targets set at the time of its acquisition in Strong progress on a number of fronts has Group Managing Director – John Gibson. May 2004; been achieved in building a robust platform for future growth including strengthening - Sugar – the business was restructured to We have now assembled a strong team at and deepening the management teams give the division more direct responsibility both Board and divisional management across all the operating divisions,in particular for managing its day-to-day affairs. level and are now in the best shape to take the Renshaw business,and creating a new Despite reduced sales as a result of a the Group forward.We have achieved an plc Board. customer margin review,profitability was important scale in each of our divisions and maintained. we are also beginning to yield the benefits of The Group achieved normalised trading cross divisional initiatives in terms of cost profit of £7.1m compared with a loss of £0.4m Strategy reduction,purchasing economies and sales for the comparable period in 2004.This The core of The Real Good Food Company’s opportunities. record result was achieved by driving forward (“RGFC”) corporate strategy is to deliver the organic growth and the resultant benefits of highest levels of quality and customer Our focus for the coming financial year will restructuring the operating companies and satisfaction.Externally,the focus is for each be to concentrate on developing our assets the contribution from the acquired business. of the four divisions to be regarded as a to their maximum potential and to exploit The Group also exited its loss making premium provider to each nominated all commercial opportunities whilst operations of sandwich making and nut market whether it is for ready prepared continuing to identify small bolt-on targets processing (acquired with the acquisition of frozen fish for retail pub chains or yum yums to supplement and develop the activities of NBF plc).The divisional highlights are: for Marks & Spencer.Internally,we provide our operating companies. 6 The Real Good Food Company plc Chairman’s Statement Annual Report 2005 CHAIRMAN’S STATEMENT We look forward to the coming year with Five Star Fish has performed exceptionally However,the sugar market remains very enthusiasm. well within its market place,with sales competitive and it will be some months during the first nine weeks of the year up before the actions taken in Brussels in both Current trading 15% year on year.The provision of raw regime change,quota cuts and export The Bakery division has made a promising materials from a new supplier has been activity will give rise to a change in the start to the New Year with sales up 3% on the encouraging and the business is well set to competitive environment. same period last year.Sales to Waitrose have deliver another year of volume and profit been particularly encouraging,whilst growth. We are happy with the start to the current deliveries to a new grocery retail customer financial year,albeit with a slow start for the should commence in April. Trading in the Sugar division has so far been Sugar division reflecting market volatility subdued,particularly in the February period. and a late Easter,we look forward to updating Despite market weakness,following some This is likely explained by the result of the shareholders at the forthcoming AGM. customer Christmas stock overhang,like for later than normal Easter and the impact like sales within Bakery Ingredients are again of a post Christmas stock overhang. P W Totté marginally ahead of last year.The re-focused The expected uplift in volumes has not yet Chairman management team is actively addressing occurred and this has had an effect on efficiency improvement programmes and profitability for this period. 27 March 2006 some delayed contracts have now come on stream. 7 The Real Good Food Company plc Financial Review Annual Report 2005 FINANCIAL REVIEW Lee Camfield, Group Finance Director John Gibson, Group Managing Director Trading results for the year Exceptional