Company registration number 11149434 (England and Wales)
THREE SQUARE MARKET LIMITED
FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
PAGES FOR FILING WITH REGISTRAR
THREE SQUARE MARKET LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
THREE SQUARE MARKET LIMITED
BALANCE SHEET
- 1 -
30 June 2023
30 December 2021
Audited
Unaudited
Notes
£
£
£
£
Fixed assets
Tangible assets
4
252,474
224,595
Current assets
Stocks
134,211
51,016
Debtors
5
433,525
291,522
Cash at bank and in hand
61,010
33,333
628,746
375,871
Creditors: amounts falling due within one year
6
(726,295)
(427,918)
Net current liabilities
(97,549)
(52,047)
Total assets less current liabilities
154,925
172,548
Creditors: amounts falling due after more than one year
7
(18,695)
Provisions for liabilities
(63,118)
(42,673)
Net assets
91,807
111,180
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
91,806
111,179
Total equity
91,807
111,180
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 9 January 2025 and are signed on its behalf by:
Mr J Dumbrell
Mr S Stewart
Director
Director
Company registration number 11149434 (England and Wales)
THREE SQUARE MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
- 2 -
1
Accounting policies
Company information
Three Square Market Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.
1.1
Reporting period
The reporting period for the financial statements are presented for a longer period of 18 months, compared with the previous comparative period. The company's previous trading period was for 12 months from 31 December 2020 through to 30 December 2021, which is the comparative period timeline.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The 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 under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
10% on cost
Fixtures and fittings
20% reducing balance
Computer equipment
20% reducing balance
Motor vehicles
25% reducing balance
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.
THREE SQUARE MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 3 -
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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). 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.
Recoverable amount is the higher of fair value less costs to sell and 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.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
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. Reversals of impairment losses are also recognised in profit or loss.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
THREE SQUARE MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 4 -
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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, 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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
THREE SQUARE MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 5 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.14
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
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.
THREE SQUARE MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
- 6 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the 18 month period was:
2023
2021
Number
Number
Total
8
6
4
Tangible fixed assets
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 31 December 2021
206,565
42,463
52,137
5,495
306,660
Additions
10,030
9,651
71,203
90,884
At 30 June 2023
216,595
52,114
123,340
5,495
397,544
Depreciation and impairment
At 31 December 2021
45,256
15,593
17,912
3,304
82,065
Depreciation charged in the 18 month period
31,657
10,171
20,355
822
63,005
At 30 June 2023
76,913
25,764
38,267
4,126
145,070
Carrying amount
At 30 June 2023
139,682
26,350
85,073
1,369
252,474
At 30 December 2021
161,309
26,870
34,225
2,191
224,595
5
Debtors
Audited
Unaudited
2023
2021
Amounts falling due within one year:
£
£
Trade debtors
410,994
264,549
Other debtors
22,531
26,973
433,525
291,522
THREE SQUARE MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
- 7 -
6
Creditors: amounts falling due within one year
Audited
Unaudited
2023
2021
£
£
Trade creditors
43,115
17,607
Corporation tax
1,700
500
Other creditors
681,480
409,811
726,295
427,918
7
Creditors: amounts falling due after more than one year
Audited
Unaudited
2023
2021
£
£
Other creditors
18,695
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is qualified and includes the following:
Qualified opinion on financial statements
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 30 June 2023 and of its loss 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 qualified opinion
Due to the change of ownership during the period under review on 1 December 2022 and change in accounting period, we were not invited to attend and observe the count of the physical stock at the end of the new extended period date. We were unable to satisfy ourselves by alternative means concerning the stock quantities held at 30 June 2023, which are included in the balance sheet at £134,211, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. In addition, due to the company not requiring an audit as at 30 December 2021, we were unable to physically verify the stock position at 30 December 2021 and were unable to satisfy ourselves by alternative means concerning the stock quantities of £51,016 held at 30 December 2021. Consequently we were unable to determine whether any adjustment to this amount at 30 December 2021 was necessary or whether there was any consequential effect on the cost of sales for the period ended 30 June 2023.
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 Auditor's 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.
THREE SQUARE MARKET LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 30 JUNE 2023
8
Audit report information
(Continued)
- 8 -
Matters on which we are required to report by exception
In respect solely of the limitation on our work relating to stock, described 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 had been maintained.
Senior Statutory Auditor:
V R Thayalan
Statutory Auditor:
Lawrence Grant LLP
Date of audit report:
10 January 2025
9
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2021
£
£
148,750
212,500
10
Related party transactions
At the period end date, the company owed £624,094 (Y/E 30 December 2021: £368,581) to an associated company. This amount is included in 'other creditors' due within one year.
11
Ultimate controlling party
The parent company of Three Square Market Limited is Cantaloupe, Inc., a company incorporated in the State of Pennsylvania in the United States of America. It has ownership of 100% of the issued share capital of Three Square Market Limited.