Company registration number 06804082 (England and Wales)
JP FRESH LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
JP FRESH LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
JP FRESH LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
4
592,493
592,493
Current assets
Cash at bank and in hand
500
Creditors: amounts falling due within one year
6
(27,976)
(9,777)
Net current liabilities
(27,476)
(9,777)
Total assets less current liabilities
565,017
582,716
Creditors: amounts falling due after more than one year
7
(690,202)
(643,143)
Net liabilities
(125,185)
(60,427)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(125,186)
(60,428)
Total equity
(125,185)
(60,427)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 29 September 2023 and are signed on its behalf by:
Mr. Alan Buckland
Director
Company Registration No. 06804082
JP FRESH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
JP Fresh Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Cedar Court, Hazell Drive, Newport, Wales, NP10 8FY.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on a going concern basis which assumes that thetrue company will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered the facilities that are in place at the date of signing the report.
The company has net current liabilities of £27,476 (2021: £9,777) and a net liabilities position of £125,185 (2021: net liabilities of £60,427), inclusive of £712,028 (2021: £646,852) due to fellow group undertakings. The company is an intermediate holding company in the group, and the investment undertaken in the year as part of a wider group strategy was funded by structured term loans from group undertakings of which £690,202 (2021: £643,143) is due after more than one year.
The directors have analysed the cashflow requirements of the business and have a reasonable expectation that with the continued support of the group of which it forms a part, the company will be able to continue to operate within its existing facilities. The directors have recevied in writing confirmations from the directors of its immediate and ultimate parent undertakings, JP International Group Limited and Pan Jamaica Group Ltd, that they intend to provide financial support to meet liabilities as they fall due should this be necessary for a period of at least 12 months from the approval of these financial statements. The directors are satisfied the group has ability to provide that support should it be required.
Therefore, at the time of approving the financial statements, the directors have a reasonable belief that the company has adequate resources to continue in operational existence for the foreseaable future and they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities and are held at cost.
JP FRESH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.6
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
JP FRESH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
2
2
4
Fixed asset investments
2022
2021
£
£
Investments in joint ventures
592,493
592,493
The directors believe that the carrying value of the investment is supported by the underlying net assets and future forecast financial performance of the business.
5
Joint ventures
Details of the company's joint ventures at 31 December 2022 are as follows:
JP FRESH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
5
Joint ventures
(Continued)
- 5 -
Name of undertaking
Registered office
Interest
% Held
held
Direct
Co Beverage Lab, S.L.
Spain
Ordinary 1 Euro shares
50.00
The registered address for Co Beverage Lab, S.L is Poligon Industrial de la Zona Franca, Calle 28, number 26, Barcelona, Spain.
6
Creditors: amounts falling due within one year
2022
2021
£
£
Other borrowings
14,484
3,709
Amounts owed to group undertakings
7,342
Corporation tax
6,068
Accruals and deferred income
6,150
27,976
9,777
7
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Other borrowings
690,202
643,143
Included within other borrowings is an amount of £603,358 (2021: £556,299) owed to A. L. Hoogesteger Fresh Specialist B.V., a fellow subsidiary undertaking of the company. Accrued interest on this balance of £14,484 (2021: £3,709) is shown within creditors due within 1 year.
An amount of £86,844 (2021: £86,844) owed to JP International Group Ltd, the parent company of JP Fresh Limited is also included in other borrowings.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Paul Bowden
Statutory Auditor:
Azets Audit Services
JP FRESH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
9
Events after the reporting date
On January 20, 2023 the company incorporated a new wholly owned subsidiary in Belgium, JP Juice Belgium BV. Subsequently, an investment of €4m was made in JP Juice Belgium BV. The finance for the investment was sourced from within Pan Jamaica Group Limited. On March 21, 2023, JP Juice Belgium BV acquired 100% of the shares of two companies, The Juicy Group NV and HPP Belgium BV. These entities produce, market and distribute fresh fruit and vegetable juices primarily to customers across continental Europe, but primarily in Belgium and Germany.
On 22nd March 2023 the company registered a name change with Companies House from JP Fresh Limited to JP Juice Group Limited.
10
Parent company
For the financial year ending 31 December 2022, Jamaica Producers Group Limited, a company incorporated in Jamaica and registered at 4 Fourth Avenue, Newport West, Kingston 13, Jamaica, was the ultimate parent undertaking of JP Fresh Limited. The consolidated accounts of Jamaica Producers Group Ltd are available to the public and may be obtained from J P Fresh Limited, 5 Cedar Court, Hazell Drive, Newport, NP10 8FY.
Following the year end, on 1 April 2023, Jamaica Producers Group Limited transferred its operating businesses, including JP Fresh Limited, to Pan Jamaica Group Limited, a company incorporated in Jamaica, listed on the Jamaica Stock Exchange, and registered at 60 Knutsford Boulevard, Kingston, Jamaica and which is identified as the ultimate parent undertaking from that date. Jamaica Producers Group Limited, through its 34.5% ownership interest in Pan Jamaica Group, retains an indirect ownership interest in JP Fresh Limited.