| REGISTERED NUMBER: |
| UNAUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| FOR |
| JP-UK LIMITED |
| REGISTERED NUMBER: |
| UNAUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| FOR |
| JP-UK LIMITED |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 4 |
| JP-UK LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| 2nd Floor |
| Medway Bridge House |
| 1-8 Fairmeadow |
| Maidstone |
| Kent |
| ME14 1JP |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| BALANCE SHEET |
| 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| CURRENT ASSETS |
| Stocks | 5 |
| Debtors | 6 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
8 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 12 |
| Share premium | 13 |
| Retained earnings | 13 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| BALANCE SHEET - continued |
| 30 SEPTEMBER 2024 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 1. | GENERAL INFORMATION |
| The principal activity of the entity during the period was the sale of high end clothing. |
| JP-UK Limited is a private limited company (company number: 07636856) which is limited by shares andincorporated and registered in England and Wales. The address of the registered office is: |
| 3rd Floor, News |
| 3 London Bridge Street |
| London |
| SE1 9SG |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and |
| the Companies Act 2006. |
| The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3). |
| The following principal accounting policies have been applied |
| Turnover |
| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
| Sale of goods |
| Turnover from the sale of goods is recognised when all of the following conditions are satisfied: |
| -The company has transferred the significant risks and rewards of ownership to the buyer; |
| -The company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
| -The amount of revenue can be measured reliably; |
| -It is probable that the company will receive the consideration due under the transaction; and |
| -The costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. |
| Depreciation is provided on the following basis: |
| Short term leasehold property - Over the term of the lease |
| Shop fittings - Over the term of the lease |
| Office equipment - 33.33% straight line |
| Computers and software - 33.33% straight line |
| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. |
| Stocks |
| Stocks are stated at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. |
| At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the statement of comprehensive income. |
| Financial instruments |
| The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties. |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income. |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. |
| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. |
| Deferred tax |
| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: |
| -The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and |
| -Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
| Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Foreign currency translation |
| The company's functional and presentational currency is GBP. |
| Transactions and balances |
| Foreign currency transactions are translated into the functional currency using the spot exchange rates at |
| the dates of the transactions. |
| At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Operating leases |
| Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. |
| Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. |
| The company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard on 1 October 2015 to continue to be charged over the period to the first market rent review rather than the term of the lease. |
| Pensions |
| Defined contribution pension plan |
| The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. |
| The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the company in independently administered funds. |
| Finance costs |
| Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. |
| Borrowing costs |
| All borrowing costs are recognised in profit or loss in the year in which they are incurred. |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Debtors |
| Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
| Cash and cash equivalents |
| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
| Going concern |
| Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors confirm that they consider that the going concern basis remains appropriate. |
| The directors believe that the company has sufficient resources to continue in operational existence for the foreseeable future. The directors believe this to be the case as the company has positive cash balances and the support of the key stakeholders. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
| Creditors |
| Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
| Holiday pay accrual |
| A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 4. | TANGIBLE FIXED ASSETS |
| Short | Shop | Office | Computers |
| leasehold | Fittings | Equipment | & Software | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 October 2023 |
| Additions |
| At 30 September 2024 |
| DEPRECIATION |
| At 1 October 2023 |
| Charge for year |
| At 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| 5. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Stocks |
| 6. | DEBTORS |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Corporation tax |
| Deferred tax asset |
| Prepayments and accrued income |
| Amounts falling due after more than one year: |
| Other debtors |
| Aggregate amounts |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 9) |
| Trade creditors |
| Corporation tax |
| Social security and other taxes |
| VAT | 178,976 | 375,752 |
| Other creditors |
| Accruals and deferred income |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 9) |
| 9. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Bank loans are Government secured Covid loans and are subject to interest rates of 2.5% per annum. |
| Bank loans are repayable over a period of 23 months from the balance sheet date. |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| 11. | DEFERRED TAX |
| £ |
| Balance at 1 October 2023 | ( |
) |
| Charge to Income Statement during year |
| Balance at 30 September 2024 | ( |
) |
| 12. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| A ordinary | £1 | 3,917,504 | 3,917,504 |
| B ordinary | £0.01 | 1 | 1 |
| 3,917,505 | 3,917,505 |
| A Ordinary shares and B Ordinary shares carry full voting rights and rank equally in respect of dividends |
| 13. | RESERVES |
| Share premium account |
| Represents the accumulation of amounts paid by shareholders over the par value of the shares. |
| Profit & loss account |
| This reserve is the accumulation of the profits and losses since incorporation net of any dividends paid to shareholders. |
| 14. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £26,055 (2023: £15,739). Contributions totalling £5,776 (2023: £2,583) were payable to the fund at the balance sheet date and are included in creditors. |
| JP-UK LIMITED (REGISTERED NUMBER: 07636856) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 15. | RELATED PARTY TRANSACTIONS |
| David Till and Peter Dubens are directors of Oakley Capital Limited which is a company controlled by Peter Dubens who is a major shareholder of JP-UK Limited. Oakley Capital Limited has guaranteed a lease of the company. A fee of 1% of the total outstanding rent commitment is charged for the duration of the lease. The fee accrued for during the year was £15,261 (2023: £17,113). At the balance sheet date an amount of £827,836 (2023: £827,836) was owed to Oakley Capital Limited and included in trade creditors. An amount of £313,019 (2023: £nil) was also owed to Oakley Capital Limited and included in other creditors. |
| KX Gym UK Limited is a company in which David Till is a director. David Till is also a director of JP-UK Limited. During the year, KX Gym UK Limited provided services to the company totalling £21,339 (2023: £25,932). Credit notes totalling £24,862 (2023: £30,502) were issued against these services during the year. An amount of £nil (2023: £3,523) owed to KX Gym UK Limited at the balance sheet date. During the year, the company sold goods to KX Gym UK Limited totalling £37,921 (2023: £50,598). Credit notes totalling £24,862 (2023: £30,502) were issued against these sales during the year. A balance of £20,594 (2023: £7,535) was owed from KX Gym UK Limited, included in trade debtors. |
| 16. | ULTIMATE CONTROLLING PARTY |
| The directors believe there is no ultimate controlling party |
| 17. | CHARGES |
| There is an existing charge held at Companies House for £74,250 in relation to a rent deposit deed. |