Company Registration No. 06660765 (England and Wales)
It's Fresh Limited
Financial statements
for the year ended 31 December 2023
Pages for filing with the registrar
It's Fresh Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
It's Fresh Limited
Statement of financial position
As at 31 December 2023
1
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
58,928
22,013
Current assets
Stocks
753,217
376,017
Debtors
5
381,904
175,529
Cash at bank and in hand
75,006
30,211
1,210,127
581,757
Creditors: amounts falling due within one year
6
(28,509,697)
(25,209,451)
Net current liabilities
(27,299,570)
(24,627,694)
Net liabilities
(27,240,642)
(24,605,681)
Capital and reserves
Called up share capital
4
4
Other reserves
100,158
22,159
Profit and loss reserves
(27,340,804)
(24,627,844)
Total equity
(27,240,642)
(24,605,681)

The directors of the company have 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 by the board of directors and authorised for issue on 7 August 2024 and are signed on its behalf by:
S Hollingsworth
Director
Company Registration No. 06660765
It's Fresh Limited
Statement of changes in equity
For the year ended 31 December 2023
2
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
4
8,781
(22,944,063)
(22,935,278)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(1,683,781)
(1,683,781)
Other movements
-
13,378
-
13,378
Balance at 31 December 2022
4
22,159
(24,627,844)
(24,605,681)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(2,712,960)
(2,712,960)
Other movements
-
77,999
-
77,999
Balance at 31 December 2023
4
100,158
(27,340,804)
(27,240,642)
It's Fresh Limited
Notes to the financial statements
For the year ended 31 December 2023
3
1
Accounting policies
Company information

It's Fresh Limited is a private company limited by shares incorporated in England and Wales. The registered office is 19d Cobbett Road, Burntwood Business Park, Burntwood, England, WS7 3GL.

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 functional currency of the company is US Dollars which is different to the presentational currency which is Pound sterling.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The company is a wholly owned subsidiary of Food Freshness Technology Limited, an intermediate holding company, which provides management services and funding for its subsidiary companies, which is in turn owned by Food Freshness Technology Holdings Limited (the “group”). During the year and subsequently, the company has continued to report losses and has a deficit on shareholders’ funds of £27,240,642 (2022 - £24,605,681) at 31 December 2023.

In assessing the future funding requirements of the company and the group, the directors have prepared forecasts and projections covering at least twelve months from the date that these financial statements are approved and authorised for issue. The group has received new equity investment during February 2023. Taking this into account, together with considering all other reasonably foreseeable circumstances, the directors have concluded that the company will have access to sufficient funds to enable it to meet its liabilities as and when they fall due for the foreseeable future.

1.3
Turnover

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.

Other income is generated through waste material which is sent for refinement, the refined product is then sold to a 3rd party.

1.4
Research and development expenditure

Expenditure on research and development is charged to the statement of comprehensive income in the year in which it is incurred.

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.

It's Fresh Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
4

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 equipment
Straight line over 2 to 5 years
Fixtures and fittings
Straight line over 5 to 10 years
Computers
Straight line over 3 years
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 and deposits held at call with banks.

It's Fresh Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
5
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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

It's Fresh Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
6
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
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.

1.12
Retirement benefits

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

1.13
Share-based payments

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.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

1.14
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.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling 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.

It's Fresh Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
7
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment provision

The company determine whether there are indicators of impairment of the company’s tangible assets £nil (2022 - £nil). Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Bad and doubtful debts

The company has recognised provisions for bad and doubtful debts £5,814 (2022 - £nil). This is based on an assessment of ageing and due date of receivables and other risk indicators. The judgement of management is then applied to provide for debts which are no longer considered recoverable.

3
Employees

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

2023
2022
Number
Number
Total
12
8
It's Fresh Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
8
4
Tangible fixed assets
Plant and equipment
£
Cost
At 1 January 2023
240,292
Additions
62,976
At 31 December 2023
303,268
Depreciation and impairment
At 1 January 2023
218,279
Depreciation charged in the year
26,061
At 31 December 2023
244,340
Carrying amount
At 31 December 2023
58,928
At 31 December 2022
22,013
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
66,407
34,419
Corporation tax recoverable
229,069
116,315
Other debtors
86,428
24,795
381,904
175,529
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
33,428
62,787
Amounts owed to group undertakings
28,045,532
24,875,442
Taxation and social security
259,113
208,617
Other creditors
171,624
62,605
28,509,697
25,209,451

Amounts owed to group undertakings are unsecured, interest free and repayable on demand. It's Fresh Limited receives support from the group. See note 1.2 for the company's going concern status.

It's Fresh Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
9
7
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 unqualified.

Senior Statutory Auditor:
Diane Petit-Laurent FCA
Statutory Auditors:
Saffery LLP
8
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:

2023
2022
£
£
1,875
24,370
9
Related party transactions

The company is a wholly owned subsidiary of Food Freshness Technology Limited and has taken advantage of the exemption conferred by FRS 102 Section 1A ‘Small Entities’ not to disclose transactions with Food Freshness Technology Holdings Limited or other wholly owned members of the group.

10
Parent company

The company's immediate parent undertaking is Food Freshness Technology Limited, a company registered in England and Wales.

11
Ultimate controlling party

The ultimate parent company is Food Freshness Technology Holdings Limited, a company registered in England and Wales.

 

The largest and smallest group that includes the company and for which consolidated financial statements are prepared, is Food Freshness Technology Holdings Limited. Copies of these financial statements can be obtained from the registered office address at 19d Cobbett Road, Burntwood Business Park, Burntwood, England, WS7 3GL.

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