Company registration number 10392769 (England and Wales)
OVER UNDER COFFEE LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
OVER UNDER COFFEE LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
OVER UNDER COFFEE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
31 December 2022
30 September 2021
Notes
£
£
£
£
Fixed assets
Intangible assets
3
7,349
-
0
Tangible assets
4
450,860
519,237
Investments
5
3
5
458,212
519,242
Current assets
Stocks
70,243
59,666
Debtors falling due after more than one year
6
101,000
-
0
Debtors falling due within one year
6
64,012
194,412
Cash at bank and in hand
25,809
183,696
261,064
437,774
Creditors: amounts falling due within one year
7
(887,482)
(332,872)
Net current (liabilities)/assets
(626,418)
104,902
Total assets less current liabilities
(168,206)
624,144
Creditors: amounts falling due after more than one year
8
-
0
(74,486)
Net (liabilities)/assets
(168,206)
549,658
Capital and reserves
Called up share capital
2
2
Share premium account
1,002,496
979,644
Profit and loss reserves
(1,170,704)
(429,988)
Total equity
(168,206)
549,658

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 31 January 2024 and are signed on its behalf by:
Mr I Freiha
Director
Company registration number 10392769 (England and Wales)
OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information

Over Under Coffee Limited is a private company limited by shares incorporated in England and Wales. The registered office is Westmead House Solutions, 4 Caterers, Westmead House, Westmead, Farnborough, Hampshire, GU14 7LP.

1.1
Reporting period

During the period the reporting length was extended from 30 September to 31 December, the longer period of account was to align with group reporting dates. Therefore, comparative figures are not entirely comparable.

1.2
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. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

The financial statements are prepared under the going concern concept and the director does not consider there to be any material uncertainty regarding going concern due to the continued financial support from the parent and ultimate parent. The companytrue has net current liabilities of £626,418, net liabilities of £168,206 and made a loss of £740,716 during the period ended 31 December 2022. The directors are confident the company has made measures to reduce the losses going forward and be cash generative in the next period of account. They have also received confirmation that Blank Street UK Limited intends to support the Company for at least one year from the date that these financial statements are signed.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -

Intangible assets are not amortised in the period they are purchased. Amortisation 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:

Intangible Asset
20% Straight Line
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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
20% Straight Line
Fixtures and fittings
20% Straight Line
Computer equipment
20% Straight Line

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.

1.7
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.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
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.

OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
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.

1.12
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.

1.13
Employee 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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.16
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 6 -
2
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2022
2021
Number
Number
Total
64
38
3
Intangible fixed assets
Intangible Asset
£
Cost
At 1 October 2021
-
0
Additions
7,349
At 31 December 2022
7,349
Amortisation and impairment
At 1 October 2021 and 31 December 2022
-
0
Carrying amount
At 31 December 2022
7,349
At 30 September 2021
-
0
OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 7 -
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 October 2021
467,642
184,066
651,708
Additions
92,050
112,907
204,957
Disposals
(114,667)
(32,675)
(147,342)
At 31 December 2022
445,025
264,298
709,323
Depreciation and impairment
At 1 October 2021
82,791
49,680
132,471
Depreciation charged in the period
89,608
57,598
147,206
Eliminated in respect of disposals
(16,826)
(4,388)
(21,214)
At 31 December 2022
155,573
102,890
258,463
Carrying amount
At 31 December 2022
289,452
161,408
450,860
At 30 September 2021
384,851
134,386
519,237
5
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
3
5
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 October 2021 & 31 December 2022
5
Impairment
At 1 October 2021
-
Impairment losses
2
At 31 December 2022
2
Carrying amount
At 31 December 2022
3
At 30 September 2021
5
OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 8 -
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
10,740
4,150
Other debtors
53,272
190,262
64,012
194,412
2022
2021
Amounts falling due after more than one year:
£
£
Other debtors
101,000
-
0
Total debtors
165,012
194,412
7
Creditors: amounts falling due within one year
2022
2021
£
£
Bank loans
-
0
6,562
Trade creditors
132,776
140,120
Amounts owed to group undertakings
488,731
-
0
Taxation and social security
131,544
37,645
Other creditors
134,431
148,545
887,482
332,872
8
Creditors: amounts falling due after more than one year
2022
2021
£
£
Bank loans and overdrafts
-
0
40,486
Other creditors
-
0
34,000
-
0
74,486
9
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 qualified and the auditor reported as follows:

OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
9
Audit report information
(Continued)
- 9 -

Qualified opinion on the financial statements

We have audited the financial statements of Over Under Coffee Limited (the 'company') for the period ended 31 December 2022 which comprise , the balance sheet and notes to the financial statements, 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 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of the report, the financial statements:

Basis for qualified opinion

We were not appointed as auditor until after 31 December 2022 and thus did not observe the counting of the physical stock owned by the Company at neither the beginning nor the end of the period. We have been unable to substantiate and evidence the stock quantities held at 31 December 2022, which are included in the balance sheet at £70,243, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary.  Furthermore, since opening and closing stock enter into the determination of the financial performance, we were unable to determine whether adjustments might have been necessary in respect of the loss for the period.

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements 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 qualified opinion.

Senior Statutory Auditor:
Daniel Rose
Statutory Auditor:
Gravita Audit II Limited
10
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2022
2021
£
£
652,785
9,252
11
Events after the reporting date

JPMorgan Chase Bank hold a debenture including fixed and floating charge on all property or undertaking of the company property dated post period end 09 October 2023.

 

Post period end, two stores have been disposed of which has caused a reduction of fixed assets however has increased the overall performance of the company.

OVER UNDER COFFEE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 10 -
12
Related party transactions

The company has taken advantage of the exemption available in FRS 102 paragraph 33.1A whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

13
Parent company

The Company's parent company is Blank Street UK Limited. The registered office is 5 New Street Square, London, EC4A 3TW.

2022-12-312021-10-01false31 January 2024CCH SoftwareCCH Accounts Production 2023.200No description of principal activityThis audit opinion is unqualifiedMr E  BarryMr I  FreihaMr A  GreenbergMr I  Llado103927692021-10-012022-12-31103927692022-12-31103927692021-09-3010392769core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3110392769core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2021-09-3010392769core:LandBuildings2022-12-3110392769core:OtherPropertyPlantEquipment2022-12-3110392769core:LandBuildings2021-09-3010392769core:OtherPropertyPlantEquipment2021-09-3010392769core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3110392769core:Non-currentFinancialInstrumentscore:AfterOneYear2021-09-3010392769core:CurrentFinancialInstruments2022-12-3110392769core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3110392769core:CurrentFinancialInstrumentscore:WithinOneYear2021-09-3010392769core:CurrentFinancialInstruments2021-09-3010392769core:Non-currentFinancialInstruments2022-12-3110392769core:Non-currentFinancialInstruments2021-09-3010392769core:ShareCapital2022-12-3110392769core:ShareCapital2021-09-3010392769core:SharePremium2022-12-3110392769core:SharePremium2021-09-3010392769core:RetainedEarningsAccumulatedLosses2022-12-3110392769core:RetainedEarningsAccumulatedLosses2021-09-3010392769bus:Director22021-10-012022-12-3110392769core:IntangibleAssetsOtherThanGoodwill2021-10-012022-12-3110392769core:LeaseholdImprovements2021-10-012022-12-3110392769core:PlantMachinery2021-10-012022-12-3110392769core:FurnitureFittings2021-10-012022-12-31103927692020-10-012021-09-3010392769core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2021-09-3010392769core:LandBuildings2021-09-3010392769core:OtherPropertyPlantEquipment2021-09-30103927692021-09-3010392769core:LandBuildings2021-10-012022-12-3110392769core:OtherPropertyPlantEquipment2021-10-012022-12-3110392769core:WithinOneYear2022-12-3110392769core:WithinOneYear2021-09-3010392769core:AfterOneYear2021-09-3010392769bus:Original2021-10-012022-12-3110392769bus:PrivateLimitedCompanyLtd2021-10-012022-12-3110392769bus:SmallCompaniesRegimeForAccounts2021-10-012022-12-3110392769bus:FRS1022021-10-012022-12-3110392769bus:Audited2021-10-012022-12-3110392769bus:Director12021-10-012022-12-3110392769bus:Director32021-10-012022-12-3110392769bus:Director42021-10-012022-12-3110392769bus:FullAccounts2021-10-012022-12-31xbrli:purexbrli:sharesiso4217:GBP