Curated Beverages UK Ltd Accounts Cover |
Company No. 12902921 | |||||||||
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 | |||||||||
Registered Office | |||||||||
Albert Street | |||||||||
Accountants | |||||||||
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: | |||||||||
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 | |||||||||
Auditor | |||||||||
Ascendis Audit Limited will be recommended for reappointment under section 485 of Companies | |||||||||
Act 2006. | |||||||||
Other notes | |||||||||
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: | |||||||||
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. | |||||||||
• 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 | |||||||||
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. | |||||||||
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 | ||||||||||
Cost of Sales | ( | ( | ||||||||
Gross profit | ||||||||||
Distribution costs and selling expenses | ( | ( | ||||||||
Administrative expenses | ( | ( | ||||||||
Other operating income | ||||||||||
Operating loss | ( | ( | ||||||||
Interest payable and similar charges | ( | ( | ||||||||
Loss on ordinary activities before taxation | ( | ( | ||||||||
Taxation | ||||||||||
Loss for the financial year after taxation | ( | ( | ||||||||
Curated Beverages UK Ltd Statement of Financial Position |
at | ||||||||||
Company No. | Notes | 1 Mar 22 | 24 Sep 20 | |||||||
to 28 Feb 23 | to 28 Feb 22 | |||||||||
£ | £ | |||||||||
Fixed assets | ||||||||||
Investments | 4 | |||||||||
Current assets | ||||||||||
Inventory | 5 | |||||||||
Debtors | 6 | |||||||||
Cash at bank and in hand | ||||||||||
Creditors: Amount falling due within one year | 7 | ( | ( | |||||||
Net current assets | ||||||||||
Total assets less current liabilities | ||||||||||
Net assets | ||||||||||
Capital and reserves | ||||||||||
Called up share capital | 10 | |||||||||
Share premium account | 11 | |||||||||
Profit and loss account | 11 | ( | ( | |||||||
Total equity | ||||||||||
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 | ||||||||||||
Loss for the period | ( | ( | ||||||||||
At 28 February 2022 and 1 March 2022 | ( | |||||||||||
Shares issued during the period | ||||||||||||
Loss for the period | ( | ( | ||||||||||
At 28 February 2023 | ( | |||||||||||
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: | ||||||||||||||||
Albert Street | ||||||||||||||||
non-alcoholic beverages. | ||||||||||||||||
The company has no single principal place of business. | ||||||||||||||||
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 | ||||||||||||||||
Inventory | ||||||||||||||||
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 and other creditors | ||||||||||||||||
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 | ||||||||||||||||
Consolidation | ||||||||||||||||
3 | Employees | |||||||||||||||
2023 | 2022 | |||||||||||||||
Number | Number | |||||||||||||||
The average monthly number of employees (including directors) during the year was: | ||||||||||||||||
4 | Investments | |||||||||||||||
Investment in Participating Interest | Investment in Subsidiary | Total | ||||||||||||||
£ | £ | |||||||||||||||
Cost or valuation | ||||||||||||||||
At 1 March 2022 | - | |||||||||||||||
Additions | 60,455 | |||||||||||||||
At 28 February 2023 | 60,455 | |||||||||||||||
Impairment | ||||||||||||||||
Provided in year | 50,000 | |||||||||||||||
At 28 February 2023 | 50,000 | |||||||||||||||
Net book values | ||||||||||||||||
At 28 February 2023 | 10,455 | |||||||||||||||
At 28 February 2022 | - | |||||||||||||||
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 | ||||||||||||||||
6 | Debtors | |||||||||||||||
2023 | 2022 | |||||||||||||||
£ | £ | |||||||||||||||
Trade debtors | ||||||||||||||||
Amounts owed by group undertaking | ||||||||||||||||
VAT recoverable | ||||||||||||||||
Other debtors | ||||||||||||||||
Prepayments and accrued income | ||||||||||||||||
7 | Creditors: | |||||||||||||||
amounts falling due within one year | ||||||||||||||||
2023 | 2022 | |||||||||||||||
£ | £ | |||||||||||||||
Bank overdraft | ||||||||||||||||
Trade creditors | ||||||||||||||||
Loan from directors | ||||||||||||||||
Loan from shareholder | ||||||||||||||||
Accruals and deferred income | ||||||||||||||||
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. | ||||||||||||||||