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JUST BRANDS INTERNATIONAL LTD
























Financial statements



For the year ended 31 December 2022



Registered number: 13048408

 
JUST BRANDS INTERNATIONAL LTD - Registered number:13048408


Statement of financial position
As at 31 December 2022

Unaudited
Unaudited
2022
2022
2021
2021
Note
£
£
£
£

  

Current assets
  

Stocks
  
164,233
191,259

Debtors
 5 
62,182
135,039

Cash at bank and in hand
  
63,652
42,211

  
290,067
368,509

Creditors: amounts falling due within one year
 6 
(680,376)
(458,664)

Net current liabilities
  
 
 
(390,309)
 
 
(90,155)

Total assets less current liabilities
  
(390,309)
(90,155)

  

Net liabilities
  
(390,309)
(90,155)


Capital and reserves
  

Share capital
  
1,000
1,000

Profit and loss account
  
(391,309)
(91,155)

  
(390,309)
(90,155)


The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and signed by the director:




J E Betts
Director

Date: 27 August 2024

The notes on pages 2 to 7 form part of these financial statements.

Page 1

 
JUST BRANDS INTERNATIONAL LTD
 
 

Notes to the financial statements
For the year ended 31 December 2022

1.


General information

Just Brands International Ltd is a private company, limited by shares and it was incorporated in England and Wales. Its registered office and principal place of business of the company is 83 Victoria street, London, England, SW1H 0HW. The company registration number is 13048408.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified
within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, 'The
Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the Companies Act
2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Going concern

The director continues to adopt the going concern basis of accounting in preparing these annual financial statements as the company has received support from its immediate parent, Just Brands LLC, that they will not recall the amounts due from the company and will continue to provide support to the company for a period of 12 months after signing of these financial statements. The director has a reasonable expectation that the company will have adequate resources available, to continue to meet their obligations as they fall due and continue in operational existence for a period of at least 12 months from the date of signing these financial statements.
However, the ultimate parent company of the group, Flora Growth Corp, has raised a going concern risk in its annual report pursuant to section 13 or 15(d) of the Securities Exchange Act 1934 for the year ended 31 December 2023. This is related to Flora Growth Corp requiring further capital in order to continue trading for a period of 12 months from 31 December 2023. The director has concluded this uncertainty in the parent group also represents a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern.

Page 2

 
JUST BRANDS INTERNATIONAL LTD
 

Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.5

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Pensions

Defined contribution pension plan

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.

Page 3

 
JUST BRANDS INTERNATIONAL LTD
 

Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.8

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the purchase invoice on an average price basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from related parties.

Page 4

 
JUST BRANDS INTERNATIONAL LTD
 
 

Notes to the financial statements
For the year ended 31 December 2022

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, which are described above, the director are required
to make judgements, estimates and assumptions about the carrying amounts 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. 
The following are the key judgement and area of estimation uncertainity:
Bad debt provision
The company has has provided for trade debtors based on the aging of the trade debtor and the carrying value of the provision is £70,814 (2021: £Nil).


4.


Employees

The average monthly number of employees, including directors, during the year was 6 (2021 - 4).



5.


Debtors

2022
Unaudited
2021
£
£


Trade debtors
60,867
100,258

Other debtors
1,000
1,730

Prepayments
315
5,000

Deferred taxation
-
28,051

62,182
135,039


Page 5

 
JUST BRANDS INTERNATIONAL LTD
 
 

Notes to the financial statements
For the year ended 31 December 2022

6.


Creditors: amounts falling due within one year

As restated
2022
and unaudited
2021
£
£

Trade creditors
36,009
74,183

Amounts owed to group undertakings
583,197
355,303

Other taxation and social security
27,420
20,118

Other creditors
-
1,840

Accruals and deferred income
33,750
7,220

680,376
458,664


Amounts owed to group undertakings is unsecured, interest free and is repayable on demand.
Amounts owed to group undertakings have been restated for the period ended 31 December 2021 by £354,573 as a result of reclassification of £128,542 balance included within trade creditors and £226,031 included within other creditors. These restatements have no impact on the profit and loss or net assets for the period ended 31 December 2021.


7.


Contingent liabilities

The company has no contingent liabilities as at 31 December 2022 or 31 December 2021.


8.


Capital commitments

The company has no capital commitments as at 31 December 2022 or 31 December 2021.


9.


Commitments under operating leases

At 31 December 2022 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022
Unaudited 2021
£
£


Not later than 1 year
17,500
21,000

Later than 1 year and not later than 5 years
-
17,500

17,500
38,500

Page 6

 
JUST BRANDS INTERNATIONAL LTD
 
 

Notes to the financial statements
For the year ended 31 December 2022

10.


Inclusion in consolidated financial statements

The largest and smallest group of undertakings for which consolidated financial statements are prepared, including
the company, is Flora Growth Corp. The registered office is 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, FL33132.


11.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2022 was qualified. The auditor made the following modification to their report regarding a material uncertainty in relation to going concern.
We draw attention to note 2.2 in the financial statements, which indicates that Just Brands LLC will not recall the amounts due from the company and will continue to provide support for at least 12 months after signing the financial statements. However, the ultimate parent entity has recognised a significant going concern risk within its own financial statements for the year ended 31 December 2023. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
 
The qualification in the audit report was as follows:
We were not appointed as auditor of the company until after 31 December 2022 and thus did not observe the counting of physical stock at the end of the year. We were unable to satisfy ourselves by alternative means concerning the stock quantities held at 31 December 2022 or 31 December 2021, which are included in the Statement of financial position at £164,233 (2021: £191,259). Consequently we were unable to determine whether any adjustment to these amounts were necessary or whether there has been any consequential effect on the cost of sales for the year ended 31 December 2022.

The audit report was signed on 28 August 2024 by John Marnham (Senior statutory auditor) on behalf of Buzzacott LLP.

Page 7