Company Registration No. 10047411 (England and Wales)
Tasty Greens Limited
Financial statements
for the year ended 31 December 2022
Pages for filing with the registrar
Tasty Greens Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
Tasty Greens Limited
Statement of financial position
As at 31 December 2022
1
2022
2021
as restated
Notes
$
$
$
$
Fixed assets
Tangible assets
4
6,628
10,303
Current assets
Stocks
793,010
384,379
Debtors
5
154,483
183,466
Cash at bank and in hand
121,575
462,094
1,069,068
1,029,939
Creditors: amounts falling due within one year
6
(5,030,544)
(2,648,679)
Net current liabilities
(3,961,476)
(1,618,740)
Total assets less current liabilities
(3,954,848)
(1,608,437)
Provisions for liabilities
(550)
Net liabilities
(3,954,848)
(1,608,987)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(3,954,849)
(1,608,988)
Total equity
(3,954,848)
(1,608,987)
The director of the company has elected not to include a copy of the income statement 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 and signed by the director and authorised for issue on 22 April 2024
D Russell
Director
Company Registration No. 10047411 (England and Wales)
Tasty Greens Limited
Notes to the financial statements
For the year ended 31 December 2022
2
1
Accounting policies
Company information
Tasty Greens Limited is a private company limited by shares incorporated in England and Wales. The registered office is 7 Savoy Court, London, WC2R 0EX.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in US Dollars, which is the presentational currency of the company. This varies from the functional currency of the company, which is Pound Sterling. 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. 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.
1.2
Going concern
The company relies on the continued support of its parent entity to meet its capital requirements. At the time of approving the financial statements the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods 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.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Tasty Greens Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
3
1.5
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:
Fixtures and fittings
33% 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.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.
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.
1.8
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.
Tasty Greens Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
4
1.9
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 statement of financial position 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, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
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.
1.11
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Tasty Greens Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
5
1.12
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.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
7
3
Tasty Greens Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
6
4
Tangible fixed assets
Plant and machinery etc
$
Cost
At 1 January 2022
11,058
Additions
1,226
At 31 December 2022
12,284
Depreciation and impairment
At 1 January 2022
755
Depreciation charged in the year
4,901
At 31 December 2022
5,656
Carrying amount
At 31 December 2022
6,628
At 31 December 2021
10,303
5
Debtors
2022
2021
Amounts falling due within one year:
$
$
Trade debtors
19,560
54,196
Other debtors
134,923
129,270
154,483
183,466
6
Creditors: amounts falling due within one year
2022
2021
$
$
Bank loans and overdrafts
9,372
Trade creditors
53,629
84,245
Amounts owed to group undertakings
4,894,921
2,492,416
Other creditors
81,994
62,646
5,030,544
2,648,679
Tasty Greens Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
7
7
Share-based payment transactions
During the reporting period, an employee of Tasty Greens Limited held options over the equity instruments of Tasty Greens LLC, its parent company.
The options were granted on 25 July 2021. As of the date of signing of the financial statements, management was still in the process of determining the fair value of these equity-settled share-based payments at the grant date.
During the year, the company recognised total share-based payment expenses of $0 (2021 - $0) which related to equity settled share based payment transactions.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
We have audited the financial statements of Tasty Greens Limited (the 'company') for the year ended 31 December 2022 which comprise , the statement of financial position 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 paragraph, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
Certain employees were granted options over the equity instruments of the parent company. As of the date of our report, management was still in the process of determining the fair value of these equity-settled share-based payments at the grant date. We were unable to satisfy ourselves by alternative means concerning the share-based payment charge included in the income statement at a total amount of $0 (2021 - $0) for the years ended 31 December 2022 & 31 December 2021, by using other audit procedures. Consequently, we were unable to determine whether any adjustments might have been found necessary.
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:
Peter Harker
Statutory Auditors:
Saffery LLP
Tasty Greens Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
8
9
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
$
$
8,246
81,780
10
Related party transactions
The company is a wholly owned member of Tasty Greens LLC and as such has taken advantage of the exemption permitted by section 33 'Related Party Disclosures', not to provide disclosures of transactions entered into with other wholly-owned members of the group.
11
Parent company
The parent company of Tasty Greens Limited is Tasty Greens LLC and its registered office is 1090 King Georges Post Road, Suite 505, Edison, NJ, United States.
Tasty Greens Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
9
12
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2021
2021
Notes
$
$
Adjustments to prior year
Adjustment in respect of the value of stock held at 31 December 2021
1
-
(193,178)
Equity as previously reported
(95,613)
(1,415,809)
Equity as adjusted
(95,613)
(1,608,987)
Analysis of the effect upon equity
Profit and loss reserves
-
(193,178)
Reconciliation of changes in loss for the previous financial period
2021
Notes
$
Adjustments to prior year
Adjustment in respect of the value of stock held at 31 December 2021
1
(193,178)
Loss as previously reported
(1,320,196)
Loss as adjusted
(1,513,374)
Notes to reconciliation
Adjustment in respect of the value of stock held at 31 December 2021
A reconciliation exercise was undertaken in respect of stock balances held by the company at the reporting dates of 31 December 2022 & 31 December 2021. As a result of which, an error was identified in the value of closing stock reported in the financial statements for the reporting period 31 December 2021, with stock being overstated by £193,178 and cost of sales being understated by £193,178. This restatement amends the comparative figures and the equity position as at 1 January 2022 in respect of this.