Company No:
Contents
DIRECTORS | C S Ladd |
R S Yeomans |
SECRETARY | Birketts Secretaries Limited |
REGISTERED OFFICE | Providence House |
141-145 Princes Street | |
Ipswich | |
Suffolk | |
IP1 1QJ | |
United Kingdom |
COMPANY NUMBER | 13410309 (England and Wales) |
AUDITOR | Gravita II LLP |
30 City Road | |
London | |
EC1Y 2AB | |
United Kingdom |
Note | 31.12.2021 | |
£ | ||
Fixed assets | ||
Tangible assets | 3 |
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52,977 | ||
Current assets | ||
Stocks |
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Debtors | 4 |
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Cash at bank and in hand |
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908,556 | ||
Creditors | ||
Amounts falling due within one year | 5 | (
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Net current assets | 27,520 | |
Total assets less current liabilities | 80,497 | |
Provision for liabilities | (
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Net assets |
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Capital and reserves | ||
Called-up share capital |
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Other reserves |
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Profit and loss account |
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Total shareholder's funds |
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The financial statements of Coravin UK Ltd (registered number:
R S Yeomans
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period, unless otherwise stated.
Coravin UK Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Providence House, 141-145 Princes Street, Ipswich, Suffolk, IP1 1QJ, United Kingdom.
The financial statements have been prepared under the historical cost convention, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council.
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 Company currently has a net assets position of £75,581 and made a profit of £75,321 during the period ended 31 December 2021. In the subsequent period, the Company has made a loss. The directors are convinced that with a stable cost base and increase in customer base, the Company will improve its liquidity and improve its net current liability position in the subsequent reporting period.
The financial statements are prepared on a going concern basis on the assumption that the Company will continue in operational existence for the foreseeable future, the validity of which depends upon the ongoing support of the parent company ‘Coravin Inc’ and related group company ‘Coravin Europe B.V.’.
Coravin Inc and Coravin Europe B.V. have provided the Company with a letter of support stating that they will provide additional working capital as necessary and not seek repayment of their outstanding interest-free loans of £478,511 (owed to Coravin Europe B.V.) and £12,612 (owed to Coravin Inc) to the Company.
However, the parent company Coravin Inc has substantial external loans and it is not in compliance with certain covenants of its long term loan agreement. As a result of the non-compliance with its loan covenants, the lender may terminate the Term Loan Commitments and declare the Loans outstanding to be due and payable in whole. Therefore, it is uncertain whether Coravin Inc has the ability to provide the support required, if to do so means the Company will not be able to meet its debts as and when they fall due for a period of twelve months from the date of approval of the financial statements.
The directors are aware of this material uncertainty which may cause doubt over the Company’s ability to continue as a going concern. However the directors continue to adopt the going concern basis in accounting in preparing these financial statements. The financial statements include no adjustment that might otherwise be necessary if that support were not forthcoming.
The Company was incorporated on 20 May 2021 and the financial statements are prepared for the period to 31 December 2021. The accounting period end date was shortened to 31 December 2021 to bring it inline with group entities.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Turnover from the sale of food and drink from the operation of the wine bar is recognised at the point of sale through electronic tills.
Short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery etc. |
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The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The assets' residual lives and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Period from 20.05.2021 to 31.12.2021 |
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Number | |
Monthly average number of persons employed by the Company during the period : |
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Plant and machinery etc. | Total | ||
£ | £ | ||
Cost | |||
At 20 May 2021 |
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Additions |
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At 31 December 2021 |
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Accumulated depreciation | |||
At 20 May 2021 |
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Charge for the financial period |
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At 31 December 2021 |
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Net book value | |||
At 31 December 2021 |
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31.12.2021 | |
£ | |
Trade debtors |
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Amounts owed by Group undertakings |
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Deferred tax asset |
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Other debtors |
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31.12.2021 | |
£ | |
Trade creditors |
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Amounts owed to Group undertakings |
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Amounts owed to Parent undertakings |
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Taxation and social security |
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Other creditors |
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There is a debenture with a fixed and floating charge over all assets of the Company.
The aggregate secured liability is £nil.
31.12.2021 | |
£ | |
At the beginning of financial period |
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Credited to the Profit and Loss Account |
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At the end of financial period |
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The deferred taxation balance is made up as follows:
31.12.2021 | |
£ | |
Other timing differences |
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The Company has taken the qualifying entities exemptions available in FRS 102 1a to not disclose related party transactions with fellow wholly-owned Group entities.
Other reserve relates to capital contribution in respect of the fair value equity settled share based payment arrangement between the parent entity and the employees of the Company.
As the Income Statement has been omitted from the filing copy if 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.
**Material uncertainty related to going concern**
We draw attention to going concern disclosure within Note 1 of the financial statements, which indicates that the company incurred a net profit of £75,321 during the period ended 31 December 2021 and, as of that date, the company’s total assets exceeded its current liabilities by £75,581. As stated in note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The audit report was signed by Bashir Khan ACCA (Senior Statutory Auditor) on behalf of Gravita II LLP.
The immediate and the ultimate parent company is Coravin Inc, with registered office address 34 Crosby Drive, Suite 101, Bedford, MA 01730. This is also the smallest and largest Group for which consolidated financial statements are prepared which include Coravin UK Ltd.