Company Registration No. 06910439 (England and Wales)
Food Freshness Technology Limited
Financial statements
for the year ended 31 December 2023
Pages for filing with the registrar
Food Freshness Technology Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
Food Freshness Technology Limited
Statement of financial position
As at 31 December 2023
1
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
412
Investments
5
870,469
870,469
870,469
870,881
Current assets
Debtors
6
60,103
35,533
Cash at bank and in hand
3,557
2,088
63,660
37,621
Creditors: amounts falling due within one year
7
(31,082,375)
(27,889,529)
Net current liabilities
(31,018,715)
(27,851,908)
Net liabilities
(30,148,246)
(26,981,027)
Capital and reserves
Called up share capital
8
746,056
746,056
Share premium account
6,338
6,338
Other reserves
7,677
Profit and loss reserves
(30,900,640)
(27,741,098)
Total equity
(30,148,246)
(26,981,027)
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. 06910439
Food Freshness Technology Limited
Statement of changes in equity
For the year ended 31 December 2023
2
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
746,056
6,338
17,914
(25,652,569)
(24,882,261)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(2,088,529)
(2,088,529)
Other movements
-
-
(10,237)
-
(10,237)
Balance at 31 December 2022
746,056
6,338
7,677
(27,741,098)
(26,981,027)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(3,159,542)
(3,159,542)
Other movements
-
-
(7,677)
-
(7,677)
Balance at 31 December 2023
746,056
6,338
-
(30,900,640)
(30,148,246)
Food Freshness Technology Limited
Notes to the financial statements
For the year ended 31 December 2023
3
1
Accounting policies
Company information
Food Freshness Technology 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.
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 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Food Freshness Technology Limited is a wholly owned subsidiary of Food Freshness Technology Holdings Limited and the results of Food Freshness Technology Limited are included in the consolidated financial statements of Food Freshness Technology Holdings Limited.
1.2
Going concern
The company operates as an intermediate holding company and is a wholly owned subsidiary of Food Freshness Technology Holdings Limited, the ultimate holding company, and provides management services and funding for Food Freshness Technology Holdings Limited and its subsidiary companies (the “group”). During the year and subsequently, the company has continued to report losses and has a deficit on shareholders’ funds of £30,148,246 (2022 - £26,981,027) at 31 December 2023. true
In assessing the future funding requirements of the company and the group, the directors have prepared forecasts and projections covering the period to 31 December 2030. 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 12 months from the signing of these accounts.
1.3
Other operating income
Other operating income relates to management recharges and is recognised in the period to which the services relate.
1.4
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:
Leasehold land and buildings
Straight line over 5 years
Plant and equipment
Straight line over 3 years
Food Freshness Technology Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
4
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.
1.5
Fixed asset investments
Interests in subsidiaries 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.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.
1.7
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, loans from fellow group companies, 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.
Food Freshness Technology Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
5
1.8
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.
1.9
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.
Defined contribution pension scheme
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
1.10
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.
1.11
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, Statement of Comprehensive Income is charged with fair value of goods and services received.
Food Freshness Technology Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
6
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
Bad and doubtful debts
The company has recognised provisions for bad and doubtful debts £3,170,090 (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, excluding non-remunerated directors, employed by the company during the year was:
2023
2022
Number
Number
Total
1
4
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Total
£
£
£
Cost
At 1 January 2023 and 31 December 2023
11,416
128,833
140,249
Depreciation and impairment
At 1 January 2023
11,416
128,421
139,837
Depreciation charged in the year
412
412
At 31 December 2023
11,416
128,833
140,249
Carrying amount
At 31 December 2023
At 31 December 2022
412
412
Food Freshness Technology Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
7
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
870,469
870,469
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
60,103
35,533
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
12,332
12,666
Amounts owed to group undertakings
31,070,043
27,846,811
Other creditors
30,052
31,082,375
27,889,529
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 10p each
7,460,560
7,460,560
746,056
746,056
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 unqualified.
Senior Statutory Auditor:
Diane Petit-Laurent FCA
Statutory Auditors:
Saffery LLP
Food Freshness Technology Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
8
10
Parent company
The company is a wholly owned subsidiary of Food Freshness Technology Holdings Limited, a company registered in England and Wales. Food Freshness Technology Holdings Limited is also the ultimate parent company.
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.