REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 JANUARY 2023 TO 14 FEBRUARY 2024 |
FOR |
RIPE NOW LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 JANUARY 2023 TO 14 FEBRUARY 2024 |
FOR |
RIPE NOW LIMITED |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the period 1 January 2023 to 14 February 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 8 |
Other Comprehensive Income | 10 |
Balance Sheet | 11 |
Statement of Changes in Equity | 12 |
Cash Flow Statement | 13 |
Notes to the Cash Flow Statement | 14 |
Notes to the Financial Statements | 16 |
RIPE NOW LIMITED |
COMPANY INFORMATION |
for the period 1 January 2023 to 14 February 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditor |
Highdown House |
11 Highdown Road |
Leamington Spa |
Warwickshire |
CV31 1XT |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
STRATEGIC REPORT |
for the period 1 January 2023 to 14 February 2024 |
The directors present their strategic report for the period 1 January 2023 to 14 February 2024. |
REVIEW OF BUSINESS |
At the end of the period under review the company was impacted by a reorganisation, with its shares acquired by a new parent entity, Goldcup Fresh Holdings Limited, and the company disposing of the trade and assets associated with its activities as a grower partner and distributor of fresh fruits into the produce market. |
As such, the company's remaining trade is that of a ripening, packing, storage and distribution service provider. |
Given the above and the fact that the period to 2024 exceeds 12 months, the results are not entirely comparable with the previous accounting year end to 31 December 2022. |
The period to 14 February 2024 remained challenging with continued pressures on costs and margins, although directors and key management continue to monitor the business very carefully. |
FUTURE DEVELOPMENTS |
From 15 February 2024, the company was acquired by Goldcup Fresh Holdings Limited. |
The directors have reviewed the company's liquidity position in the context of support now available from its new parent entity and fellow group undertakings, following its acquisition and have concluded that the company is well placed to continue to pay its debts as they fall due. As such, the directors have adopted the going concern basis of accounting in preparing the financial statements. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The directors continue to be mindful of key risks to the business, some of which are more controllable than others and include but are no limited to: Pricing pressures on energy and other resources; related pressures on services, such as transport and logistics; and a continued tight labour market. |
Another significant risk relates to market competition and the directors continue to assess the position and seek strategies to ensure that the company continues to be competitive. |
ON BEHALF OF THE BOARD: |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
REPORT OF THE DIRECTORS |
for the period 1 January 2023 to 14 February 2024 |
The directors present their report with the financial statements of the company for the period 1 January 2023 to 14 February 2024. |
PRINCIPAL ACTIVITIES |
The principal activities of the company in the period under review were those of trading as a grower partner and distributor of fresh fruit into the produce market, and provider of ripening, packing, storage and distribution solutions, for a range of fruits and vegetable to the UK fresh produce market supply chain. |
From 15 February 2024, the company ceased its activity as a grower partner and distributor into the produce market. |
DIVIDENDS |
Ordinary dividends were paid amounting to £536,500. The directors do not recommend payment of a final dividend. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
Other changes in directors holding office are as follows: |
DISCLOSURE IN THE STRATEGIC REPORT |
The company's review of business, principal risks and uncertainties and future developments are disclosed within the strategic report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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. |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
REPORT OF THE DIRECTORS |
for the period 1 January 2023 to 14 February 2024 |
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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RIPE NOW LIMITED |
Qualified opinion |
We have audited the financial statements of Ripe Now Limited (the 'company') for the period ended 14 February 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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, except for the possible effects of the matter described in the Basis for qualified opinion section of our report, the financial statements: |
- give a true and fair view of the state of the company's affairs as at 14 February 2024 and of its loss for the period 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 qualified opinion |
We were not appointed as auditor of the company until after 14 February 2024 and thus did not observe the counting of physical inventories at the end of the year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 14 February 2024, which are included in the balance sheet at £137,592, by using other audit procedures. |
Consequently we were unable to determine whether any adjustment to this amount was necessary. |
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 qualified 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 Report of the Directors, but does not include the financial statements and our Report of the Auditors 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RIPE NOW LIMITED |
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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
Except for the matter described in the basis for qualified opinion section of our report, 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 Report of the Directors. |
Arising solely from the limitation on the scope of our work relating to inventory, referred to above: |
- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
- we were unable to determine whether adequate accounting records have been kept. |
- | 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. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RIPE NOW LIMITED |
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 a Report of the Auditors 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: |
The audit process includes an assessment of the entity's risk environment, through enquiry of and discussion with management, including an assessment of any key laws and regulations with which the company must comply in the ordinary course of its business. |
Additionally, the overall risks of irregular transactions occurring are assessed following our observations and confirmation of the design and implementation of management's controls. Whilst we are mindful of these risks, our audit focus is geared towards the risk of material misstatement in the financial statements as a whole. |
As such, our procedures cannot guarantee that all transactions have been fully compliant with all relevant laws and regulations, including those regulations relating to fraud, as our procedures are not designed to detect all instances of non-compliance. By definition, the risk of our detection of non-compliance is greater where compliance with a law or regulation is removed from the events and transactions reflected in the financial statements. The risk is also greater regarding irregularities due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
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 Report of the Auditors. |
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 a Report of the Auditors 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 Auditor |
Highdown House |
11 Highdown Road |
Leamington Spa |
Warwickshire |
CV31 1XT |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
INCOME STATEMENT |
for the period 1 January 2023 to 14 February 2024 |
2024 | 2024 | 2024 |
Continuing | Discontinued | Total |
Notes | £ | £ | £ |
TURNOVER | 4 |
Cost of sales | ( |
) | ( |
) | ( |
) |
GROSS PROFIT/(LOSS) | ( |
) |
Administrative expenses | ( |
) | ( |
) | ( |
) |
OPERATING PROFIT/(LOSS) | 6 | ( |
) | ( |
) |
Profit on disposal of |
operations | 7 |
Cost of a fundamental |
reorganisation | 7 | ( |
) | ( |
) |
329,352 | (720,707 | ) | (391,355 | ) |
Interest receivable and similar income |
Interest payable and similar expenses | 8 | ( |
) | ( |
) | ( |
) |
PROFIT/(LOSS) BEFORE TAXATION | ( |
) | ( |
) |
Tax on profit/(loss) | 9 | ( |
) | ( |
) |
PROFIT/(LOSS) FOR THE FINANCIAL PERIOD |
( |
) |
( |
) |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
INCOME STATEMENT |
for the period 1 January 2023 to 14 February 2024 |
2022 | 2022 | 2022 |
Continuing | Discontinued | Total |
Notes | £ | £ | £ |
TURNOVER | 4 |
Cost of sales | ( |
) | ( |
) | ( |
) |
GROSS PROFIT |
Administrative expenses | ( |
) | ( |
) | ( |
) |
(6,884 | ) | 449,194 | 442,310 |
Other operating income |
OPERATING (LOSS)/PROFIT | 6 | ( |
) |
Interest receivable and similar income |
Interest payable and similar expenses | 8 | ( |
) | ( |
) |
PROFIT BEFORE TAXATION |
Tax on profit | 9 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL PERIOD |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
OTHER COMPREHENSIVE INCOME |
for the period 1 January 2023 to 14 February 2024 |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE PERIOD | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
BALANCE SHEET |
14 February 2024 |
2024 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 11 |
CURRENT ASSETS |
Stocks | 12 |
Debtors | 13 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 15 | ( |
) | ( |
) |
PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
STATEMENT OF CHANGES IN EQUITY |
for the period 1 January 2023 to 14 February 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 14 February 2024 |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
CASH FLOW STATEMENT |
for the period 1 January 2023 to 14 February 2024 |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
Interest paid | ( |
) |
Interest element of hire purchase payments paid |
( |
) |
( |
) |
Income taxes refunded/ (paid) | ( |
) |
Net cash from operating activities |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Sale of tangible fixed assets |
Interest received |
Net cash from investing activities | ( |
) | ( |
) |
Cash flows from financing activities |
Loan repayments in year | ( |
) |
Proceeds from borrowings | 505,000 | 103,523 |
Capital repayments in year | ( |
) | ( |
) |
Amount introduced by directors | 268,493 | - |
Equity dividends paid | ( |
) | ( |
) |
Net cash from financing activities | ( |
) | ( |
) |
Decrease in cash and cash equivalents | ( |
) | ( |
) |
Cash and cash equivalents at beginning of period |
2 |
215,143 |
Cash and cash equivalents at end of period | 2 | 880 | 164,056 |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE CASH FLOW STATEMENT |
for the period 1 January 2023 to 14 February 2024 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
(Loss)/profit before taxation | ( |
) |
Depreciation charges |
Loss on disposal of fixed assets |
(Decrease)/ Increase in provisions | (60,594 | ) | 70,000 |
Profit on disposal of operations | (770,250 | ) | - |
Finance costs | 41,480 | 3,865 |
Finance income | (1,646 | ) | (39,563 | ) |
(941,407 | ) | 654,952 |
Decrease/(increase) in stocks | ( |
) |
Decrease in trade and other debtors |
Increase/(decrease) in trade and other creditors | ( |
) |
Cash generated from operations |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 14 February 2024 |
14.2.24 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 880 | 164,056 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 164,056 | 215,143 |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE CASH FLOW STATEMENT |
for the period 1 January 2023 to 14 February 2024 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1.1.23 | Cash flow | changes | At 14.2.24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 164,056 | (163,176 | ) | 880 |
164,056 | ( |
) | 880 |
Debt |
Finance leases | (56,144 | ) | 80,412 | - | (42,337 | ) |
Debts falling due |
within 1 year | (1,170,275 | ) | 442,977 | - | (727,298 | ) |
(1,226,419 | ) | 523,389 | - | (769,635 | ) |
Total | (1,062,363 | ) | 360,213 | - | (768,755 | ) |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS |
for the period 1 January 2023 to 14 February 2024 |
1. | STATUTORY INFORMATION |
Ripe Now Limited is a |
The company's principal place of business is:- |
Skeldyke Road |
Kirton |
Boston |
Lincolnshire |
PE20 1LR |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. |
The financial statements have been prepared in accordance with applicable accounting standards. The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year. |
Going concern |
At the period end the company had net current liabilities. Following the disposal of the trade and assets related to its grower partner and distribution activities, the company was acquired by a new parent entity. |
At the time of approving the financial statements, the directors have a reasonable expectation that, with continued group support, the company has adequate resources to continue in operational existence for the foreseeable future and meet its debts as they fall due. |
Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
Turnover |
Turnover comprises the value of sales,(net of value added tax, trade discounts and rebates) of goods and services provided in the normal course of business. The company recognises revenue when it can be measured reliably, when it is probable that future economic benefits will flow to the company and when specific criteria have been met for each of the company’s activities described below. |
Sale of goods |
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the future economic benefits will flow to the company and the cost incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on despatch of the goods. |
Services |
Revenue from the sale of services is recognised on completion of ripening and despatch of goods and the amount of revenue can be measured reliably, it is probable that the future economic benefits will flow to the company and the cost incurred or to be incurred in respect of the transaction can be measured reliably. |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Plant and equipment | - |
Fixtures and fittings | - |
Motor vehicles | - |
Tangible fixed assets are carried at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
Stocks |
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. |
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. |
Financial instruments |
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement. |
Taxation |
Taxation for the period 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 balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
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. |
Provisions |
Provisions are recognised when the company has a legal or constructive present obligation 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 reporting date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises. |
3. | 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. |
Stock provision |
At period end, management calculate a stock provision for stock which is below the expected quality on arrival, and this is known as the "wastage" provision. Management sample test all orders that arrive on site throughout the period. The records from these reviews are used to calculate the "wastage" provision. Each sample test result is extrapolated across the population of the order to reach an overall wastage figure. Actual wastage would not be known until the full order is processed, therefore at period end this is a significant judgement. |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
4. | TURNOVER |
The turnover and loss (2022 - profit) before taxation are attributable to the principal activities of the company. |
An analysis of turnover by class of business is given below: |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
An analysis of turnover by geographical market is given below: |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
United Kingdom |
Europe |
5. | EMPLOYEES AND DIRECTORS |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
5. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the period was as follows: |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
Distribution staff | 165 | 156 |
Management staff | 10 | 10 |
Sales staff | 3 | 3 |
Other staff | 4 | 4 |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
6. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging: |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
Lease of plant and machinery |
Other operating leases |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts |
Loss on disposal of fixed assets |
Auditors' remuneration |
Foreign exchange differences |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
7. | EXCEPTIONAL ITEMS |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
Profit on disposal of |
operations |
Cost of a fundamental |
reorganisation | ( |
) |
583,750 | - |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
Bank loan interest |
Hire purchase |
Other interest payable |
9. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the period was as follows: |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
Current tax: |
Adjustment re previous year | - | 917 |
Deferred tax |
Tax on (loss)/profit |
UK corporation tax has been charged at 25% (2022 - 19%). |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
9. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1.1.23 |
to | Year ended |
14.2.24 | 31.12.22 |
£ | £ |
(Loss)/profit before tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Income not taxable for tax purposes | ( |
) |
Capital allowances in excess of depreciation | ( |
) | - |
Depreciation in excess of capital allowances | - |
Adjustments to tax charge in respect of previous periods |
Losses unavailable | 333,350 | - |
Losses not utilised | 13,927 | - |
Other tax adjustments | (38 | ) | - |
Total tax charge | 77,064 | 129,384 |
From April 2023 the UK corporation tax rate increased from 19% to 25% and is set to remain at 25% for the foreseeable future. |
During the period the company generated tax losses and had unused amounts of approximately £201,000. Deferred tax has not been applied on these losses as the timing of their availability is uncertain. |
10. | DIVIDENDS |
2024 | 2022 |
£ | £ |
Ordinary interim dividends | 536,500 | 220,000 |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
11. | TANGIBLE FIXED ASSETS |
Fixtures |
Plant and | and | Motor |
equipment | fittings | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) | ( |
) |
At 14 February 2024 |
DEPRECIATION |
At 1 January 2023 |
Charge for period |
Eliminated on disposal | ( |
) | ( |
) | ( |
) | ( |
) |
At 14 February 2024 |
NET BOOK VALUE |
At 14 February 2024 |
At 31 December 2022 |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Motor |
vehicles |
£ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) |
At 14 February 2024 |
DEPRECIATION |
At 1 January 2023 |
Charge for period |
Eliminated on disposal | ( |
) |
At 14 February 2024 |
NET BOOK VALUE |
At 14 February 2024 |
At 31 December 2022 |
12. | STOCKS |
2024 | 2022 |
£ | £ |
Stocks |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
13. | DEBTORS |
2024 | 2022 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Other debtors |
Directors' current accounts | - | 267,702 |
Tax |
VAT |
Prepayments and accrued income |
Amounts falling due after more than one year: |
Other debtors |
Aggregate amounts |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2022 |
£ | £ |
Bank loans (see note 16) |
Other loans (see note 16) |
Hire purchase contracts (see note 17) |
Trade creditors |
Social security and other taxes |
VAT | 235,676 | - |
Other creditors |
Directors' current accounts | 791 | - |
Accruals and deferred income |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2022 |
£ | £ |
Hire purchase contracts (see note 17) |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
2024 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
Other loans |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire purchase contracts |
2024 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
Non-cancellable operating | leases |
2024 | 2022 |
£ | £ |
Within one year |
Between one and five years |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
2024 | 2022 |
£ | £ |
Bank loans |
Other loans |
Hire purchase contracts | 42,337 | 56,144 |
The bank loan is secured over the assets of the company by way of a fixed and floating charge. The original term of the loan was up to February 2028 and interest charged at 8.1% per annum. |
The loan was settled in full shortly after the period end. |
Other loans comprise an invoice discounting facility, secured on the book debts of the company. |
Hire purchase liabilities are secured on the relevant underlying assets. |
19. | PROVISIONS FOR LIABILITIES |
2024 | 2022 |
£ | £ |
Deferred tax |
Accelerated capital allowances |
Other provisions | 9,406 | 70,000 |
Deferred | Other |
tax | provisions |
£ | £ |
Balance at 1 January 2023 |
Charge to Income Statement during period |
Utilised during period | ( |
) |
Balance at 14 February 2024 |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid |
Number: | Class: | Nominal | 2024 | 2022 |
value: | £ | £ |
425 (2022: 425) | A1 Ordinary shares | £1 | 425 | 425 |
425 (2022: 425) | A2 Ordinary shares | £1 | 425 | 425 |
150 (2022: 150) | A3 Ordinary shares | £1 | 150 | 150 |
1 (2022: 1) | B Ordinary shares | £1 | 1 | 1 |
1,001 | 1,001 |
All A1, A2 and A3 ordinary shares rank pari passu with respect to voting rights and the repayment of capital. They are entitled to varying rates of dividend. |
B Ordinary shares are non-voting and only have rights to varying rates of dividend. |
21. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Deficit for the period | ( |
) |
Dividends | ( |
) |
At 14 February 2024 |
Retained earnings |
This reserve represents all current and prior period retained profits and losses. |
22. | PENSION COMMITMENTS |
The company operates a defined contribution pension scheme. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the company and amounted to £124,190 (2022: £156,945). Included within creditors is a balance due to pension providers of £16,480 (2022: £15,746). |
23. | CONTINGENT LIABILITIES |
An unlimited cross guarantee is in place for a bank loan of £1,325,856 (2022: £1,448,240) to Ripe Now Property Limited, a related company. |
24. | CAPITAL COMMITMENTS |
2024 | 2022 |
£ | £ |
Contracted but not provided for in the |
financial statements |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the period ended 14 February 2024: |
Description | Interest | Opening | Amounts | Amounts | Closing |
rate | balance | advanced | repaid | balance |
% | £ | £ | £ | £ |
Directors' loans | 0% | 267,702 | 283,303 | (551,796) | (791) |
The following advances and credits to directors subsisted during the year ended 31 December 2022: |
Description | Interest | Opening | Amounts | Amounts | Closing |
rate | balance | advanced | repaid | balance |
% | £ | £ | £ | £ |
Directors' loans | 0% | 166,462 | 476,306 | (375,066) | 267,702 |
26. | RELATED PARTY DISCLOSURES |
During the period, total dividends of £536,500 (2022 - £220,000) were paid to the directors . |
Ripe Now Property Limited |
Company subject to common influence |
The company paid rent of £265,417 (2022: £245,000) and received interest on loans advanced of £nil (2022: £23,961) during the period. |
As at the year end, amounts owed by Ripe Now Property Limited were £707,349 (2022: £822,078) |
Ripe Now Investments Limited |
Company subject to common influence |
The company received interest on loans advanced of £nil (2022: £15,213) during the period. |
As at the year end, amounts owed by Ripe Now Investments Limited were £nil (2022: £416,592). |
Apex Ko SARL |
Company subject to common influence |
The company made purchases of £776,843 (2022: £1,154,825). |
No amounts were owed to Apex Ko SARL at the period end (2022: £nil). |
Key management |
Key management are considered to be the directors, whose remuneration is disclosed in the preceding notes to these financial statements. |
RIPE NOW LIMITED (REGISTERED NUMBER: 05962982) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 1 January 2023 to 14 February 2024 |
27. | POST BALANCE SHEET EVENTS |
On 15 February 2024, as noted in the strategic report, the company was acquired by Goldcup Fresh Holdings Limited. As part of the acquisition, the company disposed of the trade and assets associated with its activities as a grower partner and distributor of fresh fruits into the produce market. |
Therefore, the company's remaining trade is that of ripening, packing, storage and distribution service provider. |
28. | CONTROLLING INTERESTS |
Until 14 February 2024, the company had no overall controlling party. From 15 February 2024, the controlling party became Goldcup Fresh Holdings, who acquired the entire issued share capital of the company. |