REGISTERED NUMBER: 14988167 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
FOR |
RIBBLE FARM FARE HOLDINGS LIMITED |
REGISTERED NUMBER: 14988167 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
FOR |
RIBBLE FARM FARE HOLDINGS LIMITED |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
RIBBLE FARM FARE HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
Chandler House |
7 Ferry Road Office Park |
Riversway |
Preston |
Lancashire |
PR2 2YH |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
The directors present their strategic report of the company and the group for the period 7 July 2023 to 30 September 2024. |
REVIEW OF BUSINESS |
Ribble Farm Fare Holdings Limited is a group consisting of a holding company and one wholly owned trading subsidiary. |
The group's primary business is the wholesale of a wide variety of fruit and vegetables. The group maintains its commitment to sourcing local produce with the aim of supplying customers with the best possible produce at the best possible prices and give a consistent and reliable service. |
Turnover of the group for the period was £25.43 million. The increase in the trading subsidiary's turnover is believed to be due to a general change in consumer behaviour with more people wanting to eat healthier and use fresh and raw produce. The group's trading subsidiary has been able to attract a number of new customers due to its strong reputation in the market as well as increasing sales to existing customers by extending its range of products to meet specific orders. This overall increase in turnover demonstrates that customer demand for their products remains high. |
The group's trading subsidiary has invested in specialised procurement team who have been able to track its direct purchases by sourcing and negotiating lower prices which has led to an increase in gross profit margins over the period. |
The group's overheads have increased due to increasing wage and motor costs. Despite the increase in overheads the group managed to achieve a profit after tax of £984,454 for the period. |
The directors will continue to pursue the policies which have brought the business previous success and consider the group will maintain a strong trading position. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group's trading subsidiary's operations are funded mainly from historic reserves. In common with all trading companies the group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. The group does not enter into derivative transaction.The Directors consider the principal risks and uncertainties facing the company on a regular basis and take appropriate action. |
Product price risk |
The group is exposed to fluctuations in market prices of wholesale fruit and vegetables. The position is regularly monitored in order to take the necessary action to minimise the impact of such risk. |
Credit risk |
The group trades with only recognised, credit worthy third parties. It is group policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. In addition, the trade debtor balances are monitored on an ongoing basis with the result that the group's exposure to bad debts is not significant |
KEY PERFORMANCE INDICATORS |
The group's Key Performance Indicators are included below. Management continue to monitor performance against these indicators on regular basis. |
7 July 2023 - 30 September 2024 |
Revenue | £25,437,745 |
Gross profit | £8,586,559 |
Gross profit % | 33.75% |
Operating profit/(loss) | £1,117,573 |
Current ratio | 1.46 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
FUTURE DEVELOPMENTS |
The directors propose to continue to manage the assets of the group in such a way as to achieve a level of profitability reported in the period and to continue with the management policies which should improve the companys efficiency and performance. |
ON BEHALF OF THE BOARD: |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
The directors present their report with the financial statements of the company and the group for the period 7 July 2023 to 30 September 2024. |
INCORPORATION |
The group was incorporated on 7 July 2023 . |
PRINCIPAL ACTIVITY |
The principal activity of the group is that of the wholesale of fresh and prepared fruit and vegetables. |
The principal activity of the company is that of a holding company. |
DIVIDENDS |
Ordinary dividends were paid amounting to £70,500. The directors do not recommend payment of a further dividend. |
DIRECTORS |
The directors who have held office during the period from 7 July 2023 to the date of this report are as follows: |
Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
MEDIUM SIZED COMPANIES EXEMPTION |
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption. |
DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
AUDITORS |
The auditors, Wallwork Nelson & Johnson, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RIBBLE FARM FARE HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of Ribble Farm Fare Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2024 and of the group's profit 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 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 group 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 group's and the parent 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 Group 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. |
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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RIBBLE FARM FARE HOLDINGS LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company 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 Directors' Responsibilities Statement set out on page four, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RIBBLE FARM FARE HOLDINGS 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: |
We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience and through discussions with the directors and other management (as required by Auditing Standards), from inspection of the company's legal correspondence and we discussed with the directors and other management the policies and procedures regarding compliance with the laws and regulations. We communicated identified laws and regulations within our audit team and remained alert to any indications of non-compliance throughout the audit. |
Firstly, the company and its subsidiary are subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we have assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. |
Secondly, the company and its subsidiary are subject to many other laws and regulations where the consequences of non compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines and litigation. We identified the following areas as those most likely to have such effect; health and safety, employment law, data protection, environmental law and certain aspects of company legislation. Auditing Standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry with directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures we have not become aware of any actual or suspected non-compliance material to the financial statements. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by; |
- making enquiries management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and none-compliance with laws and regulations. |
To address the risk of fraud through management bias and overide of controls, we; |
- performed analytical procedures to identify an unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
- investigated and evaluated the business rationale of significant transactions outside the normal course of business. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This increases the more the compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities accruing 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RIBBLE FARM FARE HOLDINGS LIMITED |
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 & Statutory Auditors |
Chandler House |
7 Ferry Road Office Park |
Riversway |
Preston |
Lancashire |
PR2 2YH |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
Notes | £ |
TURNOVER | 4 | 25,437,745 |
Cost of sales | 16,851,186 |
GROSS PROFIT | 8,586,559 |
Administrative expenses | 7,473,690 |
1,112,869 |
Other operating income | 4,704 |
OPERATING PROFIT | 6 | 1,117,573 |
Interest receivable and similar income | 8 | 25,557 |
1,143,130 |
Interest payable and similar expenses | 9 | 21,963 |
PROFIT BEFORE TAXATION | 1,121,167 |
Tax on profit | 10 | 266,417 |
PROFIT FOR THE FINANCIAL PERIOD |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
854,750 |
Profit attributable to: |
Owners of the parent | 854,750 |
Total comprehensive income attributable to: |
Owners of the parent | 854,750 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
CONSOLIDATED BALANCE SHEET |
30 SEPTEMBER 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 13 | 234,825 |
Tangible assets | 14 | 1,282,357 |
Investments | 15 | - |
1,517,182 |
CURRENT ASSETS |
Stocks | 16 | 393,132 |
Debtors | 17 | 3,307,169 |
Cash at bank and in hand | 596,323 |
4,296,624 |
CREDITORS |
Amounts falling due within one year | 18 | 2,943,716 |
NET CURRENT ASSETS | 1,352,908 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,870,090 |
PROVISIONS FOR LIABILITIES | 19 | 252,507 |
NET ASSETS | 2,617,583 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 11,000 |
Share premium | 1,822,333 |
Retained earnings | 784,250 |
SHAREHOLDERS' FUNDS | 2,617,583 |
The financial statements were approved by the Board of Directors and authorised for issue on 31 March 2025 and were signed on its behalf by: |
Mr R D Coulston - Director |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
COMPANY BALANCE SHEET |
30 SEPTEMBER 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 13 |
Tangible assets | 14 |
Investments | 15 |
CURRENT ASSETS |
Debtors | 17 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 18 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Share premium |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 289,813 |
The financial statements were approved by the Board of Directors and authorised for issue on |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | 11,000 | - | 1,822,333 | 1,833,333 |
Dividends | - | (70,500 | ) | - | (70,500 | ) |
Total comprehensive income | - | 854,750 | - | 854,750 |
Balance at 30 September 2024 | 11,000 | 784,250 | 1,822,333 | 2,617,583 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | - |
Balance at 30 September 2024 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 445,289 |
Interest paid | (21,963 | ) |
Income taxes refunded | 258,308 |
Net cash from operating activities | 681,634 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (269,629 | ) |
Purchase of tangible fixed assets | (1,614,922 | ) |
Sale of tangible fixed assets | 10,850 |
Interest received | 25,557 |
Net cash from investing activities | (1,848,144 | ) |
Cash flows from financing activities |
Proceeds from issue of shares | 1,833,333 |
Equity dividends paid | (70,500 | ) |
Net cash from financing activities | 1,762,833 |
Increase in cash and cash equivalents | 596,323 |
Cash and cash equivalents at beginning of period |
2 |
- |
Cash and cash equivalents at end of period |
2 |
596,323 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Profit before taxation | 1,121,167 |
Depreciation charges | 344,144 |
Loss on disposal of fixed assets | 12,375 |
Finance costs | 21,963 |
Finance income | (25,557 | ) |
1,474,092 |
Increase in stocks | (393,132 | ) |
Increase in trade and other debtors | (3,307,169 | ) |
Increase in trade and other creditors | 2,671,498 |
Cash generated from operations | 445,289 |
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 30 September 2024 |
30/9/24 | 7/7/23 |
£ | £ |
Cash and cash equivalents | 596,323 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 7/7/23 | Cash flow | At 30/9/24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | - | 596,323 | 596,323 |
- | 596,323 | 596,323 |
Total | - | 596,323 | 596,323 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
1. | STATUTORY INFORMATION |
Ribble Farm Fare Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Busines combinations |
In the parent company financial statements, the cost of the business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment. |
Deferred tax is recognised on difference between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted is adjusted against goodwill or negative goodwill. |
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. |
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, modified to include revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. |
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:: |
· Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes |
and disclosures; |
· Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: |
Interest income/expense and net gains/losses for financial instruments not measured at fair |
value; basis of determining fair values; details of collateral, loan defaults or breaches, details of |
hedges, hedging fair value changes recognised in profit or loss and in other comprehensive |
income; |
· Section 33 ‘Related Party Disclosures’: Compensation for key management personnel. |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
Basis of consolidation |
The consolidated group financial statements consist of the financial statements of the parent company Ribble Farm Fare Holdings together with all the entities controlled by the parent company (its subsidiaries) and the group's share of its interest in joint ventures and associates. |
All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the group. |
All intra group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases. |
Turnover |
Turnover represents amounts receivable for goods net of VAT and trade discounts. |
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. |
Intangible fixed assets - goodwill |
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life , which is 10 years. |
For the purposes of impairment testing, goodwill is allocated to the cash generating units expected to benefit from the acquisition. Cash generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. |
Intangible assets other than goodwill |
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. |
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other rights; and the intangible asset arises from contractual or tother legal rights; and the intangible asset is separable from the entity. |
Amortisation 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: |
Software - 25% straight line |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
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: |
Leasehold improvements | - 10 % on cost |
Plant & machinery | - 25% 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. |
Impairment of fixed assets |
At each reporting period end date, the group reviews the carrying amounts of 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). 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. |
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment. |
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. |
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. |
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. |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The group 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. |
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. |
Other financial assets |
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised is the profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
Impairment of financial assets |
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. |
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate.The impairment loss is recognised in profit or loss. |
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flows from the asset |
expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
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. |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
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. |
Other financial liabilities |
Derivatives, including interest rate swaps and foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in fair value of derivatives are recognised in profit and loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. |
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit and loss. Debt instruments my be designed as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when the company’s contractual obligations expire or are |
discharged or cancelled. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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. |
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 the bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
Leases |
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed. |
Retirement benefits |
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
Equity instruments |
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
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. |
Going concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. |
3. | JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the group'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. |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
£ |
Sake of goods | 25,437,745 |
25,437,745 |
5. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries | 4,034,997 |
Social security costs | 351,680 |
Other pension costs | 72,025 |
4,458,702 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
5. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the period was as follows: |
Office and management | 38 |
Warehouse and production | 125 |
The average number of employees by undertakings that were proportionately consolidated during the period was 163 . |
£ |
Directors' remuneration | 20,509 |
6. | OPERATING PROFIT |
The operating profit is stated after charging: |
£ |
Other operating leases | 245,696 |
Depreciation - owned assets | 320,074 |
Loss on disposal of fixed assets | 12,375 |
Goodwill amortisation | 20,310 |
Computer software amortisation | 15,140 |
7. | AUDITORS' REMUNERATION |
2024 |
Fees payable to the company's auditor and associates: | £ |
For audit services |
Audit of the financial statements of the group and company | 4,500 |
Audit of the financial statements of the company's subsidiaries | 9,000 |
13,500 |
8. | INTEREST RECEIVABLE AND SIMILAR INCOME |
£ |
Deposit account interest | 21,437 |
Loan interest received | 4,120 |
25,557 |
9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Other interest on financial li abilities | 21,963 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
10. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the period was as follows: |
£ |
Current tax: |
UK corporation tax | 246,207 |
Deferred tax | 20,210 |
Tax on profit | 266,417 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Profit before tax | 1,121,167 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 280,292 |
Effects of: |
Expenses not deductible for tax purposes | 11,464 |
Adjustments to tax charge in respect of previous periods | (25,339 | ) |
Unutilised tax losses carried forward | 7,671 |
Group relief | (7,671 | ) |
Total tax charge | 266,417 |
11. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements. The company's profit for the year was £289,814. |
12. | DIVIDENDS |
£ |
Ordinary shares of £1.00 each |
Interim | 70,500 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
13. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
Additions | 211,926 | 21,500 | 233,426 |
Business combinations | - | 36,849 | 36,849 |
At 30 September 2024 | 211,926 | 58,349 | 270,275 |
AMORTISATION |
Amortisation for period | 20,310 | 15,140 | 35,450 |
At 30 September 2024 | 20,310 | 15,140 | 35,450 |
NET BOOK VALUE |
At 30 September 2024 | 191,616 | 43,209 | 234,825 |
14. | TANGIBLE FIXED ASSETS |
Group |
Long | Plant and | Motor |
leasehold | machinery | vehicles | Totals |
£ | £ | £ | £ |
COST |
Additions | 26,217 | 214,576 | 248,878 | 489,671 |
Disposals | (919 | ) | (1,502 | ) | (127,982 | ) | (130,403 | ) |
Business combinations | 425,737 | 196,245 | 514,003 | 1,135,985 |
At 30 September 2024 | 451,035 | 409,319 | 634,899 | 1,495,253 |
DEPRECIATION |
Charge for period | 78,181 | 79,212 | 162,681 | 320,074 |
Eliminated on disposal | (919 | ) | (1,488 | ) | (104,771 | ) | (107,178 | ) |
At 30 September 2024 | 77,262 | 77,724 | 57,910 | 212,896 |
NET BOOK VALUE |
At 30 September 2024 | 373,773 | 331,595 | 576,989 | 1,282,357 |
15. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 30 September 2024 |
NET BOOK VALUE |
At 30 September 2024 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
15. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Ribble Farm Fare Limited |
Registered office: Unit 14 Shay Lane, Longridge, Preston, PR3 3BT |
Nature of business: |
% |
Class of shares: | holding |
Ordinary | 100.00 |
16. | STOCKS |
Group |
£ |
Stocks | 393,132 |
17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade debtors | 3,024,076 |
Other debtors | 1,172 |
VAT | 165,823 |
Prepayments and accrued income | 116,098 |
3,307,169 |
18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade creditors | 1,862,814 |
Amounts owed to group undertakings | - |
Tax | 276,611 |
Social security and other taxes | 65,964 |
Other creditors | 56,490 |
Deferred consideration | 445,858 | 445,858 |
Accruals and deferred income | 235,979 |
2,943,716 |
19. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 252,507 |
RIBBLE FARM FARE HOLDINGS LIMITED (REGISTERED NUMBER: 14988167) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 7 JULY 2023 TO 30 SEPTEMBER 2024 |
19. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Charge to Statement of Comprehensive Income during period | 20,210 |
On acquisition of subsidiary | 232,297 |
Balance at 30 September 2024 | 252,507 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | £1.00 | 11,000 |
The company was incorporated on 7th July 2023 with an opening share capital capital of 11 £1 Ordinary shares. On 16th October 2023, 10,989 £1Ordinary shares were allotted in consideration for the entire issued share capital of Ribble Farm Fare Limited. |
21. | RELATED PARTY DISCLOSURES |
The company has taken advantage of the exemption conferred by FRS 102, Section 33 relating to "Related party disclosures" not to disclose transactions between wholly owned group members included in these consolidated accounts. |
22. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is R D Coulston by virtue of his controlling shareholding in the company. |