REGISTERED NUMBER: |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
FOR |
THE SUMMER BERRY COMPANY HOLDINGS |
LIMITED |
REGISTERED NUMBER: |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
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 |
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 |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
4. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£'000 |
COST |
At 1 November 2022 |
and 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
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: |
Registered office: Leythorne Nurseries Vinnetrow Road, Runcton, Chichester, England, PO20 1QB |
Nature of business: |
% |
Class of shares: | holding |
£'000 | £'000 |
Aggregate capital and reserves | ( |
) | ( |
) |
Loss for the year/period | ( |
) | ( |
) |
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. |
Registered office: Leythorne Nurseries Vinnetrow Road, Runcton, Chichester, England, PO20 1QB |
Nature of business: |
% |
Class of shares: | holding |
£'000 | £'000 |
Aggregate capital and reserves |
(Loss)/profit for the year/period | ( |
) |
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. |
Registered office: Herdade dos Almeidans, Caixa Postal 6905 7630-063, Longueira-Almograve Portugal |
Nature of business: |
% |
Class of shares: | holding |
£'000 | £'000 |
Aggregate capital and reserves |
Profit for the year |
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 |
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 |
Amounts owed to group undertakings |
Other creditors |
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. |
for and on behalf of |
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. |