Curated Beverages UK Ltd Accounts Cover
Curated Beverages UK Ltd
Company No. 12902921
Audited Financial Statements
28 February 2023
Curated Beverages UK Ltd Contents
Pages
Company Information
2
Directors' Report
3 to 4
Auditor's Report
5 to 8
Income Statement
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Accounts
12 to 17
Detailed Income Statement
18 to 19
Curated Beverages UK Ltd Company Information
Directors
G K Stevens
M A Croudace
R Chiang
S L Schapera
Registered Office
3.15 Hollinwood Business Centre
Albert Street
Hollinwood
OL8 3QL
Accountants
Semilliam Limited
3.15 Hollinwood Business Centre
Albert Street
Hollinwood
Oldham
OL8 3QL
Auditors
Ascendis Audit Limited
Unit 3, Building 2, The Colony
Altrincham Road
Wilmslow
Cheshire
SK9 4LY
Curated Beverages UK Ltd Directors Report
The Directors present their report and the accounts for the year ended 28 February 2023.
Directors
The Directors who served at any time during the year were as follows:
G K Stevens
M A Croudace (appointed 15/7/22)
R Chiang (appointed 15/7/22)
S L Schapera (appointed 15/7/22)
Statement of directors' responsibilities
The Directors are responsible for preparing the Directors' report and the accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the directors are required to:
elect suitable accounting policies and then apply them consistently;
make judgments and estimates that are reasonable and prudent;
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 show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure of information to auditor
As far as the directors are aware there is no relevant audit information of which the company's auditors are unaware and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant information and to establish that the company's auditors are aware of that information.
Auditor
Ascendis Audit Limited will be recommended for reappointment under section 485 of Companies
Act 2006.
Other notes
The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006.
Signed on behalf of the board
G K Stevens
Director
09 November 2023
Curated Beverages UK Ltd Audit Report
Independent Auditor's Report to the members of Curated Beverages UK Ltd
Opinion
We have audited the accounts of Curated Beverages UK Ltd (the 'company') for the year ended 28 February 2023 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the Notes to the Accounts, including 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 - section 1A for Small Entities 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the accounts:
• give a true and fair view of the state of the company's affairs as at 28 February 2023 and of its loss
for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice applicable to smaller entities; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with applicable law and International Standards on Auditing (UK) (ISAs (UK). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the accounts section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the accounts 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
We draw attention to note 2 in the financial statements, which indicates that the directors have based their conclusions on the going concern status of the company on an imminent share capital issue and forecasts for the period up to and including 28 February 2025 which are underpinned by this fundraising. Furthermore, forecasts are inherently uncertain by their nature. As stated in note 2, this event and its fundamental effect on the forecasts indicate that a material uncertainty exists that may cast doubt on the company’s ability to continue as a going concern. Our opinion is not modified in this matter.
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 other information comprises the information included in the annual report other than the accounts and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the accounts 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the accounts or our knowledge obtained in the course of 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 accounts 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based upon the work undertaken in the course of the audit:
• the information given in the directors' report for the financial year for which the accounts are
prepared is consistent with the accounts; and
• the directors' report has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
• the accounts 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; or
• the directors were not entitled to prepare the accounts in accordance with the small companies
regime and take advantage of the small companies' exemptions in preparing the directors' report
and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement found in the directors' report, the directors are responsible for the preparation of the accounts and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of accounts that are free from material misstatement, whether due to fraud or error.
In preparing the accounts, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the accounts
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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
- The nature of the industry, control environment and business performance;
- Results of our enquiries of management about their own identification and assessment of the risks of
irregularities;
- Any matters we identified having obtained and reviewed the company's documentation of their policies
and procedures relating to:
- Identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
- Detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud.
- The matters were discussed among the audit engagement team regarding how and where fraud
might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: bank payment processing (for personal benefit), sales processing (misappropriation of income), together with the presentation of non-underlying items within the financial statements. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006 and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect and those that arise from terror as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the accounts is located on the FRC's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of this 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 an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Paul Allan Byrne BA (Double Hons) FCA
Senior Statutory Auditor
For and on behalf of Ascendis Audit Limited
Statutory Auditors
Unit 3, Building 2
The Colony
Wilmslow
Cheshire
SK9 4LY
10 November 2023
Curated Beverages UK Ltd Income Statement
for the year ended 28 February 2023
1 Mar 22
24 Sep 20
to 28 Feb 23
to 28 Feb 22
£
£
Turnover
220,925
97,975
Cost of Sales
(147,971)
(82,623)
Gross profit
72,954
15,352
Distribution costs and selling expenses
(92,334)
(85,267)
Administrative expenses
(219,883)
(20,736)
Other operating income
7,395
-
Operating loss
(231,868)
(90,651)
Interest payable and similar charges
(467)
(906)
Loss on ordinary activities before taxation
(232,335)
(91,557)
Taxation
-
-
Loss for the financial year after taxation
(232,335)
(91,557)
Curated Beverages UK Ltd Statement of Financial Position
at
28 February 2023
Company No.
12902921
Notes
1 Mar 22
24 Sep 20
to 28 Feb 23
to 28 Feb 22
£
£
Fixed assets
Investments
4
10,642
187
10,642
187
Current assets
Inventory
5
10,954
24,666
Debtors
6
69,875
38,861
Cash at bank and in hand
-
4,588
80,829
68,115
Creditors: Amount falling due within one year
7
(40,056)
(20,653)
Net current assets
40,773
47,462
Total assets less current liabilities
51,415
47,649
Net assets
51,415
47,649
Capital and reserves
Called up share capital
10
290255
Share premium account
11
375,017138,951
Profit and loss account
11
(323,892)
(91,557)
Total equity
51,41547,649
These accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime of the Companies Act 2006.
Approved by the board and signed on its behalf by:
G K Stevens
Director
09 November 2023
Curated Beverages UK Ltd Statement of Changes in Equity
for the year ended 28 February 2023
Share Capital
Share Premium
Retained earnings
Total equity
£
£
£
£
At 1 March 2021
-
-
-
-
Shares issued during the period
255
138,951
139,206
Loss for the period
(91,557)
(91,557)
At 28 February 2022 and 1 March 2022
255
138,951
(91,557)
47,649
Shares issued during the period
35
236,066
236,101
Loss for the period
(232,335)
(232,335)
At 28 February 2023
290
375,017
(323,892)
51,415
Curated Beverages UK Ltd Notes to the Accounts
for the year ended 28 February 2023
1
General information
Its registered number is: 12902921
Its registered office is:
3.15 Hollinwood Business Centre
Albert Street
Hollinwood
OL8 3QL
The principal activity of the company during the period under review was the wholesale of
non-alcoholic beverages.
The company has no single principal place of business.
The functional and presentational currency of the company is Sterling. The accounts are rounded to the nearest pound.
The financial statements have been prepared in accordance with FRS 102 Section 1A - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.
2
Accounting policies
Going Concern
Curated Beverages UK Ltd is concluding a share capital raise of GBP427 933 at the date of signing this report to re-capitalize the business. The incoming shareholders include PSG Group (Pty) Ltd and various high net worth individuals, and the Subscription Agreement has been signed by all parties as at 27 October 2023. Curated Beverages UK are in process of signing all the various other required documents for the capital raise, and satisfying the conditions precedent in the Subscription Agreement. The conditions precedent are requirements from the Investors in a Shareholders Agreement, which the current shareholders are required to approve.
We are of the opinion the capital raise will sufficiently capitalized the business for the various strategic initiatives to grow the business, including cash requirements for its subsidiary in South Africa and joint venture investment in Unites States of America. There is however material risk if the conditions are not met and the capital raise is not successful.
We have also prepared cash flow forecasts covering the period up to and including February 2025 which indicate that a positive cashflow will arise after this share issue which demonstrates going concern. It is important to highlight that there is significant risk if the capital raise is not successful as the positive cashflow and going concern is dependent on this.
Turnover
Turnover is measured at the fair value of the consideration received or receivable. Turnover is reduced for estimated customer returns, rebates and other similar allowances. Turnover is reported net of VAT.
Turnover from the sale of goods is recognised when all the following conditions are satisfied:
• the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the Company; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Specifically, revenue from the sale of goods is recognised when goods are delivered and legal title has passed.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss account because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible timing differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
Investments
Unlisted investments are stated at cost less impairment.
Inventory
Inventory is stated at the lower of cost and estimated selling price to complete and sell. Net
realisable value is based on the estimated selling price less any estimated completion or selling costs.

When inventory is sold, the carrying amount of that inventory is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventory to net realisable value and all losses of inventory is recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of inventory is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
Financial Instruments
The company has basic financial instruments which are stated at amortised cost.
Trade and other debtors
Trade debtors are recognised at cost less provisions for doubtful debts.
Trade and other creditors
Short term creditors are recognised at amortised cost. Other financial liabilities, including shareholder loans, are also measured at amortised cost.
Foreign Currencies
Transactions in currencies, other than the functional currency of the Company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to the profit and loss account. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.
Leased Assets
Operating lease payments are recognised as an expense on a straight-line basis over the lease term.
Consolidation
As the company and its subsidiary undertaking form a small group, the company is exempt from the requirement to prepare group financial statements. These financial statements present information about the company as a standalone entity and not its group.
3
Employees
2023
2022
Number
Number
The average monthly number of employees (including directors) during the year was:
41
4
Investments
Investment in Participating Interest
Investment in Subsidiary
Total
£
£
Cost or valuation
At 1 March 2022
-
187
187
Additions
60,455
-
60,455
At 28 February 2023
60,455
187
60,642
Impairment
Provided in year
50,000
-
50,000
At 28 February 2023
50,000
-
50,000
Net book values
At 28 February 2023
10,455
187
10,642
At 28 February 2022
-
187
187
The investment in subsidiary represents a 100% holding in the ordinary shares of Curated Beverages (Proprietary) Limited, a company which is incorporated in South Africa.
The subsidiary made a loss of £17,676 (2022: £55,149) for the year ended 28 February 2023 and had a closing negative capital and reserves of £30,608 (2022: £6,344) at that date.
The company acquired 50% of the issued share capital of Curated Beverages USA Inc. for £60,455 on 9 June 2022, being a participating interest. As at year end, the investment was impaired to the recoverable amount of £10,455.
5
Inventory
2023
2022
£
£
Finished goods
10,95424,666
10,95424,666
6
Debtors
2023
2022
£
£
Trade debtors
29,1498,480
Amounts owed by group undertaking
28,02529,233
VAT recoverable
6,692
949
Other debtors
383
199
Prepayments and accrued income
5,626
-
69,87538,861
7
Creditors:
amounts falling due within one year
2023
2022
£
£
Bank overdraft
15,714-
Trade creditors
14,770
4,153
Loan from directors
-
4,952
Loan from shareholder
-
7,395
Accruals and deferred income
9,5724,153
40,05620,653
8
Related party transactions
Curated Beverages (Proprietary) Limited is a subsidiary of the company. During the year the company purchased goods amounting to £131,217 (2022: £74,978) from Curated Beverages (Proprietary) Limited. At the reporting date the company was owed £28,025 (2022: £29,233) by Curated Beverages (Proprietary) Limited.
Il Consigliere Limited is a company in which GK Stevens, a director of the company, has an interest. During the year the company paid Il Consigliere Limited £48,412 (2022: £3,153) in respect of services provided. At the reporting date the company owed Il Consigliere Limited £1,100 (2022: £3,153).
At the reporting date the company owed GK Stevens, a director of the company, £nil (2022: £7,395). During the year GK Stevens waived his right to his loan account balance at 1 March 2022 and this was subsequently written off to other operating income during the period.
GK Stevens has provided a personal guarantee in respect of the bank overdraft of the company. At the reporting date the utilised bank overdraft amounted to £15,714.
Pivot Financial Partners (PTY) Limited is a company in which MA Croudace, a director of the company, has an interest. During the year the company paid Pivot Financial Partners (PTY) Limited £76,089 (2022: £5,675) in respect of services provided. At the reporting date the company owed Pivot Financial Partners (PTY) Limited £nil (2022: £nil).
Curated Beverages USA Inc is a company in which the company has a 50% interest. During the year the company made sales to Curated Beverages USA Inc of £44,564 (2022: £nil) and made purchases from Curated Beverages USA Inc of £676 (2022: £nil). At the reporting date the company was owed £57 (2022: £nil) by Curated Beverages USA Inc.
SL Schapera, a director of the company, charged directors fees of £7,292 (2022: £nil) to the company during the year.
9
Operating lease commitment
2023
2022
£
£
Lease commitments
-
3,708
10
Share capital summary
Nominal
Value
2023
2023
2022
£
Number
£
£
Allotted, called up and fully paid
Ordinary
0.1
2572
257
255
A Preference
0.1
323
32
-
290
255
During the year the company issued 18 Ordinary Shares of £0.10 each for a consideration of £12,500.
During the year the company issued 323 A Preference Shares of £0.10 each for a consideration of £226,975.
11
Reserves
Share premium account - includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account - includes all current and prior period retained profits and losses.
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