REGISTERED NUMBER: |
Strategic Report, Directors' Report and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Comarket Fruit (Uk) Ltd. |
REGISTERED NUMBER: |
Strategic Report, Directors' Report and |
Financial Statements for the Year Ended 31 December 2023 |
for |
Comarket Fruit (Uk) Ltd. |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Directors' Report | 3 |
Independent Auditors' Report | 5 |
Statement of Income and Retained Earnings | 9 |
Statement of Financial Position | 10 |
Statement of Cash Flows | 11 |
Notes to the Statement of Cash Flows | 12 |
Notes to the Financial Statements | 13 |
Comarket Fruit (Uk) Ltd. |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
and Statutory Auditors |
147a High Street |
Waltham Cross |
Hertfordshire |
EN8 7AP |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
PRINCIPAL ACTIVITIES |
During the year under review the company's principal activity was that of the wholesale of fresh produce. There has not been any significant changes in the company's principal activities in the year under review. The directors are not aware, at the date of this report, of any likely changes to the company's activities in the next year. |
REVIEW OF THE BUSINESS AND KEY PERFORMANCE INDICATORS |
The company continues to set itself the goal to provide a high quality service and product to its customers. |
The key performance indicators of the company are those that communicate the financial performance and strength of the company as a whole and these include turnover, gross profit margins and profits before tax. |
The business improved both revenue and profitability in 2023 when compared to 2022, £50.5m from £41.8m and £1m from £0.6m. |
The business also improved gross profit margins in 2023 compared to 2022, 4.16% from 3.52%. |
In a highly competitive industry, the directors foresee continued growth and are confident that the business can continue to adapt to market trends. |
The directors are satisfied with the results and performance of the company during the year ended 31 December 2023. |
FINANCIAL RISK MANAGEMENT |
The company's principal financial instruments comprise of bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the company's operations. |
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest if required. |
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. This includes the monitoring of foreign currencies in order to minimise the company's exposure to exchange fluctuations. |
ON BEHALF OF THE BOARD: |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Directors' Report |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIVIDENDS |
No interim dividend was paid during the year. The directors recommend a final dividend of £ |
The total distribution of dividends for the year ended 31 December 2023 will be £ |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Directors' Report |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, Thickbroom Coventry, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Independent Auditors' Report to the Members of |
Comarket Fruit (Uk) Ltd. |
Opinion |
We have audited the financial statements of Comarket Fruit (Uk) Ltd. (the 'company') for the year ended 31 December 2023 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Independent Auditors' Report to the Members of |
Comarket Fruit (Uk) Ltd. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Independent Auditors' Report to the Members of |
Comarket Fruit (Uk) Ltd. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which the operate. We determined that the following laws and regulations were most significant; the Companies Act 2006 and UK corporate taxation laws. |
We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of board minutes and papers provided by those charged with governance. |
We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team include: |
- identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; |
- understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; |
- challenging assumptions and judgements made by management in its significant accounting estimates; |
- identifying and testing journal entries, in particular and journal entries posted with unusual account combinations; and |
- assessing the extent of compliance with the relevant laws and regulations. |
We have reviewed the financial statements and considered whether they are consistent with our understanding of the entity or indicate a previously unrecognised risk of material misstatement that could be due to fraud. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. |
Independent Auditors' Report to the Members of |
Comarket Fruit (Uk) Ltd. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants |
and Statutory Auditors |
147a High Street |
Waltham Cross |
Hertfordshire |
EN8 7AP |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Statement of Income and |
Retained Earnings |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
1,009,515 | 701,682 |
Other operating income |
OPERATING PROFIT | 4 |
Interest receivable and similar income |
PROFIT BEFORE TAXATION |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL YEAR |
Retained earnings at beginning of year |
Dividends | 6 | ( |
) | ( |
) |
RETAINED EARNINGS AT END OF YEAR |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Statement of Financial Position |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 7 |
CURRENT ASSETS |
Stocks | 8 |
Debtors | 9 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 11 |
Retained earnings | 12 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Statement of Cash Flows |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
Tax paid | ( |
) | ( |
) |
Net cash from operating activities |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Interest received |
Net cash from investing activities | ( |
) |
Cash flows from financing activities |
Amounts advanced to group companies | ( |
) |
Equity dividends paid | ( |
) | ( |
) |
Net cash from financing activities | ( |
) | ( |
) |
Increase/(decrease) in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
1,575,100 |
Cash and cash equivalents at end of year |
2 |
2,689,110 |
1,093,169 |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Notes to the Statement of Cash Flows |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit before taxation |
Depreciation charges |
Finance income | (12,160 | ) | (659 | ) |
1,066,518 | 736,743 |
(Increase)/decrease in stocks | ( |
) |
Increase in trade and other debtors | ( |
) | ( |
) |
Increase in trade and other creditors |
Cash generated from operations |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 December 2023 |
31/12/23 | 1/1/23 |
£ | £ |
Cash and cash equivalents | 2,689,110 | 1,093,169 |
Year ended 31 December 2022 |
31/12/22 | 1/1/22 |
£ | £ |
Cash and cash equivalents | 1,093,169 | 1,575,100 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/1/23 | Cash flow | At 31/12/23 |
£ | £ | £ |
Net cash |
Cash at bank | 1,093,169 | 1,595,941 | 2,689,110 |
1,093,169 | 2,689,110 |
Total | 1,093,169 | 1,595,941 | 2,689,110 |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Comarket Fruit (Uk) Ltd. is a |
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. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
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 statement of financial position date. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Administrative staff |
2023 | 2022 |
£ | £ |
Directors' remuneration |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Depreciation - owned assets |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
5. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax |
Tax on profit |
6. | DIVIDENDS |
2023 | 2022 |
£ | £ |
Ordinary shares of £1 each |
Final |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | TANGIBLE FIXED ASSETS |
Fixtures |
Plant and | and |
machinery | fittings | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
8. | STOCKS |
2023 | 2022 |
£ | £ |
Stocks |
9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
VAT |
Prepayments and accrued income |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Tax |
Other creditors |
Directors' current accounts | 723 | 723 |
Accrued expenses |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 100 | 100 |
12. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 December 2023 |
13. | ULTIMATE PARENT COMPANY |
The ultimate parent company is Red Brook Holdings Limited, company number 11040394. |
Group accounts can be obtained by request at the registered office: |
147a High Street |
Waltham Cross |
Hertfordshire |
EN8 7AP |
Comarket Fruit (Uk) Ltd. (Registered number: 02570946) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
14. | RELATED PARTY DISCLOSURES |
All of the following companies are related by the fact that they either have common directors with Comarket Fruit (UK) Ltd. or are ultimately controlled by one or more of the directors or family members of Comarket Fruit (UK) Ltd. |
Financial information on transactions and balances between related parties are as follows: |
Stubbins Marketing Limited |
Comarket Fruit (UK) Ltd. is connected with Stubbins Marketing Limited due to common shareholders. |
Comarket Fruit (UK) Ltd. purchased £4,458,222 (2022: £3,434,160) of goods and services from Stubbins Marketing Limited during the year. Amounts due to Stubbins Marketing Limited at the end of the period amounted to £nil (2022: £12,887). |
Stubbins Marketing Limited purchased £13,512 (2022: £47,718) of goods and services from Comarket Fruit (UK) Ltd. during the year. Amounts due to Comarket Fruit (UK) Ltd. at the end of the period amounted to £383 (2022: £2,023). |
Med Fresh UK Ltd |
Comarket Fruit (UK) Ltd. is connected with Med Fresh UK Ltd due to common directors. |
Med Fresh UK Ltd purchased £4,451 (2022: £nil) of goods and services from Comarket Fruit (UK) Ltd. during the year. Amounts due to Comarket Fruit (UK) Ltd. at the end of the period amounted to £nil (2022: £nil). |
Red Brook Developments Limited |
Comarket Fruit (UK) Ltd. is connected with Red Brook Developments Limited due to common control. |
Comarket Fruit (UK) Ltd. purchased £21,000 (2022: £nil) of goods and services from Red Brook Developments Limited during the year. Amounts due to Red Brook Developments Limited at the end of the period amounted to £1,750 (2022: £nil). |
Red Brook Developments Limited purchased £700 (2022: £nil) of goods and services from Comarket Fruit (UK) Ltd. during the year. Amounts due to Comarket Fruit (UK) Ltd. at the end of the period amounted to £nil (2022: £nil). |
15. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is Mr Salvatore Difrancesco and Mrs Joanna Difrancesco. |