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Company No: 11109809 (England and Wales)

AND FLAVOUR LIMITED

Unaudited Financial Statements
For the financial year ended 31 December 2023
Pages for filing with the registrar

AND FLAVOUR LIMITED

Unaudited Financial Statements

For the financial year ended 31 December 2023

Contents

AND FLAVOUR LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2023
AND FLAVOUR LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2023
DIRECTORS Jeong Cheol Bae
Dmitry Klochkov
REGISTERED OFFICE 2 Leman Street
London
E1W 9US
United Kingdom
COMPANY NUMBER 11109809 (England and Wales)
ACCOUNTANT Gravita Business Services Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
AND FLAVOUR LIMITED

BALANCE SHEET

As at 31 December 2023
AND FLAVOUR LIMITED

BALANCE SHEET (continued)

As at 31 December 2023
Note 2023 2022
£ £
Fixed assets
Intangible assets 3 0 1,471
0 1,471
Current assets
Debtors 5 77,846 129,093
Cash at bank and in hand 35,160 83,880
113,006 212,973
Creditors: amounts falling due within one year 6 ( 11,350) ( 41,098)
Net current assets 101,656 171,875
Total assets less current liabilities 101,656 173,346
Creditors: amounts falling due after more than one year 7 ( 3,293,979) ( 3,272,679)
Net liabilities ( 3,192,323) ( 3,099,333)
Capital and reserves
Called-up share capital 11 11
Share premium account 383,087 383,087
Profit and loss account ( 3,575,421 ) ( 3,482,431 )
Total shareholders' deficit ( 3,192,323) ( 3,099,333)

For the financial year ending 31 December 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of And Flavour Limited (registered number: 11109809) were approved and authorised for issue by the Board of Directors on 11 October 2024. They were signed on its behalf by:

J C Bae
Director
AND FLAVOUR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
AND FLAVOUR LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

And Flavour Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 2 Leman Street, London, E1W 9US, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors note that the business has net liabilities of £3,192,323 which is due to the loans in place to support the Company. These loans were due to be repaid in tranches between 2024 and 2025, however the directors are satisfied that based on latest discussions no loans are required to be repaid within 12 months of the financial statements being signed unless the Company has the funds to do so.

The Company has paused trade and as a consequence costs have been minimised, with ongoing expenditure being met out of existing cash reserves, and therefore the directors' have prepared the financial statements on a basis other than going concern.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, intangible assets are stated at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are amortised on a straight line basis over their estimated useful life, which is considered to be 3 years. The intangible assets relate to brand asset development, trademarks and website costs.

Other intangible assets 3 years straight line
Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Office equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. 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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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 and cash and bank balances, 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

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

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

2023 2022
Number Number
Monthly average number of persons employed by the Company during the year 1 2

3. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 January 2023 123,615 123,615
Disposals ( 123,615) ( 123,615)
At 31 December 2023 0 0
Accumulated amortisation
At 01 January 2023 122,144 122,144
Charge for the financial year 1,471 1,471
Disposals ( 123,615) ( 123,615)
At 31 December 2023 0 0
Net book value
At 31 December 2023 0 0
At 31 December 2022 1,471 1,471

4. Tangible assets

Office equipment Total
£ £
Cost
At 01 January 2023 8,626 8,626
Disposals ( 8,626) ( 8,626)
At 31 December 2023 0 0
Accumulated depreciation
At 01 January 2023 8,626 8,626
Disposals ( 8,626) ( 8,626)
At 31 December 2023 0 0
Net book value
At 31 December 2023 0 0
At 31 December 2022 0 0

5. Debtors

2023 2022
£ £
Trade debtors 0 43,517
Other taxation and social security 0 7,439
Other debtors 77,846 78,137
77,846 129,093

6. Creditors: amounts falling due within one year

2023 2022
£ £
Bank loans 0 9,909
Trade creditors 0 13,578
Other taxation and social security 2,966 2,673
Other creditors 8,384 14,938
11,350 41,098

7. Creditors: amounts falling due after more than one year

2023 2022
£ £
Bank loans 0 23,231
Other loans 3,293,979 3,249,448
3,293,979 3,272,679

8. Related party transactions

Remuneration was paid to the directors of £16,250 (2022: £78,333).

Included within other debtors is an amount of £77,846 (2022: £77,846) owed by And Flavour Korea, a company under common control. This amount is unsecured, interest free and repayable on demand.

Included within other creditors is an amount of £2,085 (2022: £8,748) owed to a director of the Company. This amount is unsecured, interest free and repayable on demand.

9. Ultimate controlling party

Mr D Klochkov is the ultimate controlling party by virtue of his shareholdings.