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REGISTERED NUMBER: 05962982 (England and Wales)












STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

15 FEBRUARY 2024 TO 30 NOVEMBER 2024

FOR

RIPE NOW LIMITED

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)






CONTENTS OF THE FINANCIAL STATEMENTS
for the period 15 February 2024 to 30 November 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

Notes to the Financial Statements 13


RIPE NOW LIMITED

COMPANY INFORMATION
for the period 15 February 2024 to 30 November 2024







DIRECTORS: R A Cullum
N D Gott
E Masias Malaga
L W Parkinson





REGISTERED OFFICE: Network House
Station Yard
Thame
Oxfordshire
OX9 3UH





REGISTERED NUMBER: 05962982 (England and Wales)





AUDITORS: HB&O Ltd
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 15 February 2024 to 30 November 2024

The directors present their strategic report for the period 15 February 2024 to 30 November 2024.

REVIEW OF BUSINESS
At the beginning of the period under review the company was acquired by a new parent entity, Goldcup Fresh Holdings Limited, with the company having disposed of the trade and assets associated with its activities as a grower partner and distributor of fresh fruits into the produce market.

With the absorption of the company into a new group with an established period end of 30 November, the period under review, at just over 9 months, is shorter than the previous long period of account and therefore, the results are not entirely comparable with the previous accounting period ended 14 February 2024.

Nevertheless, the directors are pleased to see that, but for some one off adverse adjustments arising out of the group restructure of c£1.6m, the company would have reported a healthy operating profit and profit before tax for the period under review.

The directors believe that the company is well placed to take advantage of its market position, with the wider support of the group.

The directors and key management continue to monitor the business very carefully.

FUTURE DEVELOPMENTS
The directors are seeking the company to consolidate its market position and grow.

The directors have reviewed the company's liquidity position in the context of support available from its parent entity and fellow group undertakings 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:





R A Cullum - Director


16 May 2025

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

REPORT OF THE DIRECTORS
for the period 15 February 2024 to 30 November 2024

The directors present their report with the financial statements of the company for the period 15 February 2024 to 30 November 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of a provider of ripening, packing, storage and distribution solutions, for a range of fruits and vegetable to the UK fresh produce market supply chain.

DIVIDENDS
Ordinary dividends were paid amounting to £Nil (2024: £536,500). The directors do not recommend payment of a final dividend.

DIRECTORS
N D Gott has held office during the whole of the period from 15 February 2024 to the date of this report.

Other changes in directors holding office are as follows:

R A Cullum - appointed 15 February 2024
E Masias Malaga - appointed 15 February 2024
L W Parkinson - appointed 15 February 2024
J K Wright - resigned 15 February 2024
L D Hook - resigned 15 February 2024

PURCHASE OF OWN SHARES
On 1 July 2024, as part of a wider group restructure, the company purchased 1 (out of 1 in total) £1 Ordinary B share for consideration of £1 from retained profit.

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 15 February 2024 to 30 November 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:





R A Cullum - Director


16 May 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RIPE NOW LIMITED

Opinion
We have audited the financial statements of Ripe Now Limited (the 'company') for the period ended 30 November 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 November 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 opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RIPE NOW LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RIPE NOW 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.




Gregg Olner MPhil BA (Hons) FCA (Senior Statutory Auditor)
for and on behalf of HB&O Ltd
Chartered Accountants and Statutory Auditor
Highdown House
11 Highdown Road
Leamington Spa
Warwickshire
CV31 1XT

16 May 2025

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

INCOME STATEMENT
for the period 15 February 2024 to 30 November 2024

2024 2024 2024
Continuing Discontinued Total
Notes £    £    £   

TURNOVER 4 12,428,426 - 12,428,426
Cost of sales (9,073,520 ) - (9,073,520 )
GROSS PROFIT 3,354,906 - 3,354,906

Administrative expenses (3,619,367 ) - (3,619,367 )

OPERATING LOSS 6 (264,461 ) - (264,461 )

Interest receivable and similar income 5,890 - 5,890
Interest payable and similar expenses 8 (33,720 ) - (33,720 )
LOSS BEFORE TAXATION (292,291 ) - (292,291 )
Tax on loss 9 (115,096 ) - (115,096 )
LOSS FOR THE FINANCIAL PERIOD (407,387 ) - (407,387 )

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

INCOME STATEMENT
for the period 15 February 2024 to 30 November 2024

2024 2024 2024
Continuing Discontinued Total
Notes £    £    £   

TURNOVER 4 10,523,243 11,915,758 22,439,001
Cost of sales (8,726,796 ) (11,986,100 ) (20,712,896 )
GROSS PROFIT/(LOSS) 1,796,447 (70,342 ) 1,726,105

Administrative expenses (1,467,095 ) (1,234,115 ) (2,701,210 )

OPERATING PROFIT/(LOSS) 6 329,352 (1,304,457 ) (975,105 )

Profit on disposal of
operations 7 - 770,250 770,250
Cost of a fundamental
reorganisation 7 - (186,500 ) (186,500 )
329,352 (720,707 ) (391,355 )

Interest receivable and similar income 823 823 1,646
Interest payable and similar expenses 8 (5,147 ) (36,333 ) (41,480 )
PROFIT/(LOSS) BEFORE TAXATION 325,028 (756,217 ) (431,189 )
Tax on profit/(loss) 9 (77,064 ) - (77,064 )
PROFIT/(LOSS) FOR THE FINANCIAL
PERIOD

247,964

(756,217

)

(508,253

)

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

OTHER COMPREHENSIVE INCOME
for the period 15 February 2024 to 30 November 2024

Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
Notes £    £   

LOSS FOR THE PERIOD (407,387 ) (508,253 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(407,387

)

(508,253

)

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

BALANCE SHEET
30 November 2024

2024 2024
Notes £    £    £   
FIXED ASSETS
Tangible assets 11 957,184 1,548,401

CURRENT ASSETS
Stocks 12 236,461 137,592
Debtors 13 2,393,798 4,625,566
Cash at bank and in hand 1,057,212 880
3,687,471 4,764,038
CREDITORS
Amounts falling due within one year 14 3,737,934 4,872,383
NET CURRENT LIABILITIES (50,463 ) (108,345 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

906,721

1,440,056

CREDITORS
Amounts falling due after more than one year 15 (19,835 ) (29,636 )

PROVISIONS FOR LIABILITIES 19 (229,809 ) (345,955 )
NET ASSETS 657,077 1,064,465

CAPITAL AND RESERVES
Called up share capital 20 1,000 1,001
Capital redemption reserve 21 1 -
Retained earnings 21 656,076 1,063,464
SHAREHOLDERS' FUNDS 657,077 1,064,465

The financial statements were approved by the Board of Directors and authorised for issue on 16 May 2025 and were signed on its behalf by:





R A Cullum - Director


RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

STATEMENT OF CHANGES IN EQUITY
for the period 15 February 2024 to 30 November 2024

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2023 1,001 2,108,217 - 2,109,218

Changes in equity
Dividends - (536,500 ) - (536,500 )
Total comprehensive income - (508,253 ) - (508,253 )
Balance at 14 February 2024 1,001 1,063,464 - 1,064,465

Changes in equity
Purchase of own shares (1 ) - - (1 )
Total comprehensive income - (407,388 ) 1 (407,387 )
Balance at 30 November 2024 1,000 656,076 1 657,077

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS
for the period 15 February 2024 to 30 November 2024

1. STATUTORY INFORMATION

Ripe Now Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's principal place of business is:-

Skeldyke Road
Kirton
Boston
Lincolnshire
PE20 1LR

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

2. ACCOUNTING POLICIES - continued

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.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Plant and equipment - 10% on cost
Fixtures and fittings - 10% on cost
Motor vehicles - 20% on cost

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.


RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

2. ACCOUNTING POLICIES - continued
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.

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.

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

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.

Useful economic life of tangible assets
The annual depreciation charge of tangible assets is sensitive to changes in the estimated useful economic life and residual values of recognised assets. These estimate are annually reviewed for an amendment in the adopted policy in the assets that are typically exposed to technological advancement, future investments, changes in economic utilisation, and the physical condition of the asset. See note 11 for the carrying value of these assets.

4. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Sale of goods - 11,915,758
Sale of services 12,428,426 10,523,243
12,428,426 22,439,001

All turnover is derived from activities in the UK.

5. EMPLOYEES AND DIRECTORS
Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Wages and salaries 3,447,609 4,730,427
Social security costs 326,019 406,156
Other pension costs 77,226 124,190
3,850,854 5,260,773

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the period was as follows:
Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24

Production and warehouse staff 156 165
Management staff 8 10
Sales staff - 3
Other staff 2 4
166 182

Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Directors' remuneration 79,980 150,180
Directors' pension contributions to money purchase schemes 12,069 36,264

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 3

6. OPERATING LOSS

The operating loss is stated after charging:

Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Lease of plant and machinery 186,241 265,046
Other operating leases 254,869 351,893
Depreciation - owned assets 326,708 229,494
Depreciation - assets on hire purchase contracts 9,991 23,887
Loss on disposal of fixed assets 103,776 27,411
Auditors' remuneration 15,500 20,000
Foreign exchange differences 3,658 36,346
Impairment losses 806,508 -
Group loan write off 774,662 -

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

7. EXCEPTIONAL ITEMS
Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Profit on disposal of
operations - 770,250
Cost of a fundamental
reorganisation - (186,500 )
- 583,750

8. INTEREST PAYABLE AND SIMILAR EXPENSES
Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Bank loan interest - 35,842
Interest payable 23,333 -
Hire purchase 300 4,199
Other interest payable 10,087 1,439
33,720 41,480

9. TAXATION

Analysis of the tax charge
The tax charge on the loss for the period was as follows:
Period Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Current tax:
UK corporation tax 231,242 -

Deferred tax (116,146 ) 77,064
Tax on loss 115,096 77,064

UK corporation tax has been charged at 25% (2024 - 25%).

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 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 Period
15.2.24 1.1.23
to to
30.11.24 14.2.24
£    £   
Loss before tax (292,291 ) (431,189 )
Loss multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

(73,073

)

(107,797

)

Effects of:
Expenses not deductible for tax purposes 220,468 55,758
Income not taxable for tax purposes - (192,562 )
Capital allowances in excess of depreciation - (25,574 )
Depreciation in excess of capital allowances 17,884 -
Utilisation of tax losses (50,183 ) -
Losses unavailable - 333,350
Losses not utilised - 13,927
Other tax adjustments - (38 )
Total tax charge 115,096 77,064

10. DIVIDENDS

20242024
££

Ordinary interim dividends-536,500

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

11. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Motor
equipment fittings vehicles Totals
£    £    £    £   
COST
At 15 February 2024 2,121,596 102,415 85,695 2,309,706
Additions 660,620 3,647 - 664,267
Disposals (359,227 ) (53,671 ) (4,995 ) (417,893 )
Impairments (1,105,836 ) - - (1,105,836 )
At 30 November 2024 1,317,153 52,391 80,700 1,450,244
DEPRECIATION
At 15 February 2024 678,361 61,677 21,267 761,305
Charge for period 313,130 11,478 12,091 336,699
Eliminated on disposal (251,120 ) (49,501 ) (4,995 ) (305,616 )
Impairments (299,328 ) - - (299,328 )
At 30 November 2024 441,043 23,654 28,363 493,060
NET BOOK VALUE
At 30 November 2024 876,110 28,737 52,337 957,184
At 14 February 2024 1,443,235 40,738 64,428 1,548,401

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 15 February 2024
and 30 November 2024 66,605
DEPRECIATION
At 15 February 2024 9,991
Charge for period 9,991
At 30 November 2024 19,982
NET BOOK VALUE
At 30 November 2024 46,623
At 14 February 2024 56,614

12. STOCKS
2024 2024
£    £   
Stocks 236,461 137,592

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2024
£    £   
Trade debtors 1,783,955 2,391,612
Other debtors 1,073 2,073,385
Tax - 27,144
Prepayments and accrued income 608,770 133,425
2,393,798 4,625,566

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2024
£    £   
Bank loans (see note 16) - 418,588
Other loans (see note 16) - 308,710
Hire purchase contracts (see note 17) 12,701 12,701
Trade creditors 1,275,948 2,891,429
Amounts owed to group undertakings 1,764,407 -
Tax 204,098 -
Social security and other taxes 81,761 221,393
VAT 205,370 235,676
Other creditors 3,121 2,106
Directors' current accounts - 791
Accruals and deferred income 190,528 780,989
3,737,934 4,872,383

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2024
£    £   
Hire purchase contracts (see note 17) 19,835 29,636

16. LOANS

An analysis of the maturity of loans is given below:

2024 2024
£    £   
Amounts falling due within one year or on demand:
Bank loans - 418,588
Other loans - 308,710
- 727,298

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
2024 2024
£    £   
Net obligations repayable:
Within one year 12,701 12,701
Between one and five years 19,835 29,636
32,536 42,337

Non-cancellable operating leases
2024 2024
£    £   
Within one year 302,044 330,302
Between one and five years 42,735 344,779
344,779 675,081

18. SECURED DEBTS

The following secured debts are included within creditors:

2024 2024
£    £   
Bank loans - 418,588
Other loans - 308,710
Hire purchase contracts 32,536 42,337
32,536 769,635

The bank and other loans were settled in full at the beginning of the current period.

Hire purchase liabilities are secured on the relevant underlying assets.

19. PROVISIONS FOR LIABILITIES
2024 2024
£    £   
Deferred tax
Accelerated capital allowances 220,403 336,549
Other provisions 9,406 9,406
229,809 345,955

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

19. PROVISIONS FOR LIABILITIES - continued

Deferred Other
tax provisions
£    £   
Balance at 15 February 2024 336,549 9,406
Credit to Income Statement during period (116,146 ) -
Balance at 30 November 2024 220,403 9,406

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid
Number: Class: Nominal 2024 2024
value: £ £
850 (2024: 425) A1 Ordinary shares £1 850 425
150 (2024: 425) A2 Ordinary shares £1 150 425
Nil (2024: 150) A3 Ordinary shares £1 - 150
Nil (2024: 1) B Ordinary shares £1 - 1
1,000 1,001

During the period, the company purchased 1 Ordinary B share for £1 from retained earnings.

The A1, A2 & A3 Ordinary shares in existence at 14 February 2024 have been redesignated as A1 and A2 Ordinary shares during the period to 30 November 2024.

All A1 and A2 Ordinary shares rank pari passu with respect to voting rights and the repayment of capital. They are entitled to varying rates of dividend.

21. RESERVES
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 15 February 2024 1,063,464 - 1,063,464
Deficit for the period (407,387 ) (407,387 )
Purchase of own shares (1 ) 1 -
At 30 November 2024 656,076 1 656,077

Retained earnings
This reserve represents all current and prior period retained profits and losses.

Capital redemption reserve
This reserve represents the nominal value of shares repurchased by the company.

RIPE NOW LIMITED (REGISTERED NUMBER: 05962982)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the period 15 February 2024 to 30 November 2024

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 £77,226 (2024: £124,190). Included within creditors is a balance due to pension providers of £16,682 (2024: £16,480).

23. ULTIMATE PARENT COMPANY

Goldcup Fresh Holdings Limited is regarded by the directors as being the company's ultimate parent company.

The largest group in which the results of the company are consolidated is that headed by Goldcup Fresh Holdings Limited, the consolidated financial statements of which are available to the public at its registered office or from Companies House.

24. CONTINGENT LIABILITIES

An unlimited cross guarantee is in place for a bank loan of £1,250,000 (2024: £1,325,856) to Ripe Now Property Limited, a related company.

There is a debenture and cross guarantee dated 15 February 2024 in place, given by the company in favour of Barclays Security Trustee Limited.

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the period ended 30 November 2024:
DescriptionInterestOpeningAmountsAmountsClosing
ratebalanceadvancedrepaidbalance
%££££
Directors'
loans


0%

(791)

791

-

-

The following advances and credits to directors subsisted during the period ended 14 February 2024:
DescriptionInterestOpeningAmountsAmountsClosing
ratebalanceadvancedrepaidbalance
%££££
Directors'
loans


0%

267,702

283,303

(551,796)

(791)

26. RELATED PARTY DISCLOSURES

Key management
Key management are considered to be the directors, whose remuneration is disclosed in the preceding notes to these financial statements.

27. CONTROLLING INTERESTS

The company is controlled by Goldcup Fresh Holdings Limited, which acquired 100% of the company's shares on 15 February 2024.

Goldcup Fresh Holdings Limited is controlled by E Masias Malaga.