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REGISTERED NUMBER: 12011784 (England and Wales)















FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2023

FOR

THE SUMMER BERRY COMPANY HOLDINGS
LIMITED

THE SUMMER BERRY COMPANY HOLDINGS
LIMITED (REGISTERED NUMBER: 12011784)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


THE SUMMER BERRY COMPANY HOLDINGS
LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 OCTOBER 2023







DIRECTORS: J Alun-Jones
J Silm
M D Harpham
D Sanclement
R J Wilkinson





REGISTERED OFFICE: 4 Sloane Terrace
London
SW1X 9DQ





REGISTERED NUMBER: 12011784 (England and Wales)





AUDITORS: Saffery LLP
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ

THE SUMMER BERRY COMPANY HOLDINGS
LIMITED (REGISTERED NUMBER: 12011784)

BALANCE SHEET
31 OCTOBER 2023

2023 2022
Notes £'000 £'000 £'000 £'000
FIXED ASSETS
Investments 4 32,588 32,588

CURRENT ASSETS
Debtors 5 19,501 15,358
Cash at bank 9 34
19,510 15,392
CREDITORS
Amounts falling due within one year 6 35,524 30,765
NET CURRENT LIABILITIES (16,014 ) (15,373 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

16,574

17,215

CAPITAL AND RESERVES
Called up share capital 252 252
Share premium 24,949 24,949
Retained earnings (8,627 ) (7,986 )
SHAREHOLDERS' FUNDS 16,574 17,215

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 July 2024 and were signed on its behalf by:





R J Wilkinson - Director


THE SUMMER BERRY COMPANY HOLDINGS
LIMITED (REGISTERED NUMBER: 12011784)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023


1. STATUTORY INFORMATION

The Summer Berry Company Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
Recoverability of intercompany debts
At each reporting date, management consider the recoverability of intercompany debts. Where there is uncertainty over intercompany debts being recovered at their carrying amount, following the balance sheet date, the recoverable amount is calculated. If the recoverable amount is estimated to be lower than the carrying amount, then the relevant impairment is recognised in the profit and loss.

Impairment of investments
At each reporting date, management consider whether there are any indications that investments may have been impaired at the reporting date. Where the directors believe there may be an impairment in the value of investments, the recoverable amount is calculated and compared to the carrying amount of the investments. If the recoverable amount is lower than the carrying amount, an impairment loss is recognised within the profit and loss. The calculation of the recoverable amount by the directors involves estimation uncertainty.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less accumulated impairment.

At the end of each reporting period, the directors review the investments to consider whether there are any indications of impairment. If there are indications of impairment, the directors calculate the recoverable amounts of such subsidiary undertakings and recognise any impairment losses in the profit and loss account for the accounting period.

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 a party to the contractual provisions of the instrument. Financial instruments 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.


THE SUMMER BERRY COMPANY HOLDINGS
LIMITED (REGISTERED NUMBER: 12011784)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Going concern
These financial statements have been prepared on a going concern basis.

The directors have undertaken a detailed going concern assessment for the group and anticipate an increase in profitability.

The shareholders have committed to support the group for at least twelve months following the signing of these financial statements.

Disclosure of long or short period
The comparative figures relate to the period 25 October 2021 - 31 October 2022 which is longer than a year. Therefore, the figures are not directly comparable to the current accounting period, being the year ended 31 October 2023.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2022 - 5 ) .

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£'000
COST
At 1 November 2022
and 31 October 2023 32,588
NET BOOK VALUE
At 31 October 2023 32,588
At 31 October 2022 32,588

THE SUMMER BERRY COMPANY HOLDINGS
LIMITED (REGISTERED NUMBER: 12011784)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


4. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance Sheet date in the share capital of companies include the following:

The Summer Berry Company UK
Registered office: Leythorne Nurseries Vinnetrow Road, Runcton, Chichester, England, PO20 1QB
Nature of business: Growing of berry crops
%
Class of shares: holding
Ordinary 100.00
31/10/23 31/10/22
£'000 £'000
Aggregate capital and reserves (5,544 ) (108 )
Loss for the year/period (5,436 ) (6,876 )

The company acquired the investment on 13 September 2019. The cost of investment totalled £20,611k. Further share capital in the subsidiary was issued and purchased during the period ended 25 October 2020 for £3,254k.

TSBC Propagation Limited
Registered office: Leythorne Nurseries Vinnetrow Road, Runcton, Chichester, England, PO20 1QB
Nature of business: Growing of berry crops
%
Class of shares: holding
Ordinary A, B and C 100.00
31/10/23 31/10/22
£'000 £'000
Aggregate capital and reserves 5 79
(Loss)/profit for the year/period (74 ) 121

The company acquired the investment on 13 September 2019. The cost of investment totalled £5,767k.

During the period, an impairment of the investment in TSBC Propagation Limited, a subsidiary of the company, of £Nil (2022: £5,767k) was recognised. The carrying amount, at the balance sheet date, is £Nil (2022: £Nil), as assessed by the directors.

TSBC (Portugal) Unipessoal Lda
Registered office: Herdade dos Almeidans, Caixa Postal 6905 7630-063, Longueira-Almograve Portugal
Nature of business: Growing of berry crops
%
Class of shares: holding
Ordinary 50.00
31/10/23 31/10/22
£'000 £'000
Aggregate capital and reserves 6,228 5,922
Profit for the year 244 342

The company acquired the investment on 13 September 2019. The cost of investment totalled £8,723k.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£'000 £'000
Amounts owed by group undertakings 19,501 15,358

THE SUMMER BERRY COMPANY HOLDINGS
LIMITED (REGISTERED NUMBER: 12011784)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£'000 £'000
Trade creditors 38 51
Amounts owed to group undertakings 35,478 30,714
Other creditors 8 -
35,524 30,765

7. SECURED DEBTS

At the balance sheet date there was the following security in place as a result of group lending with HSBC:

- Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over
book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating
Charge over all assets and undertaking both present and future dated 21 November 2019.
- Composite Company Unlimited Multilateral Guarantee dated 21 November 2019 given by The Summer Berry
Company Holdings Ltd, The Summer Berry Company UK, Jerry's Berries Limited, TSBC Propagation Limited,
The Summer Berry Company Portugal LDA.

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Neil Davies (Senior Statutory Auditor)
for and on behalf of Saffery LLP

9. RELATED PARTY DISCLOSURES

Included within debtors and creditors are loans to and from group undertakings. Interest is charged on the loans at rates of 5.5% and 6%. The loan balances are repayable on demand.

10. POST BALANCE SHEET EVENTS

After the balance sheet date, there was an issue of shares in the company. On 3 January 2024, 2,600,000 Ordinary shares were issued with a nominal value of £0.01 per share. The price paid per Ordinary share was £1.

Also on 3 January 2024, 37,980,825 Ordinary shares were issued with a nominal value of £0.01 per share. A conversion of shareholder debt for equity took place as consideration for the purchase of the shares, at a price of £1 per Ordinary share.

11. ULTIMATE CONTROLLING PARTY

The company's immediate parent company is 100% owned by Cibus Fund LP, Cibus Clara Fund LP and Cibus Co-Invest LP, whose General Partner is Cibus Investments Limited (all registered in Guernsey).

The company's immediate parent company is Jerry's Berries Limited.

The results of The Summer Berry Company Holdings Limited are consolidated into its immediate parent company, Jerry's Berries Limited, a company registered and domiciled in England and Wales. Group financial statements are available from Jerry's Berries Limited, 4 Sloane Terrace, London, England, SW1X 9DQ.