Caseware UK (AP4) 2024.0.164 2024.0.164 2024-09-302024-09-30falsetruetruetrue2023-10-01true44truefalsefalse 06897309 2023-10-01 2024-09-30 06897309 2022-10-01 2023-09-30 06897309 2024-09-30 06897309 2023-09-30 06897309 2022-10-01 06897309 c:Director1 2023-10-01 2024-09-30 06897309 c:Director2 2023-10-01 2024-09-30 06897309 c:Director2 2024-09-30 06897309 c:Director5 2023-10-01 2024-09-30 06897309 c:Director6 2023-10-01 2024-09-30 06897309 c:Director6 2024-09-30 06897309 c:Director7 2023-10-01 2024-09-30 06897309 c:Director7 2024-09-30 06897309 c:RegisteredOffice 2023-10-01 2024-09-30 06897309 d:Buildings d:ShortLeaseholdAssets 2023-10-01 2024-09-30 06897309 d:Buildings d:ShortLeaseholdAssets 2024-09-30 06897309 d:Buildings d:ShortLeaseholdAssets 2023-09-30 06897309 d:FurnitureFittings 2023-10-01 2024-09-30 06897309 d:FurnitureFittings 2024-09-30 06897309 d:FurnitureFittings 2023-09-30 06897309 d:CurrentFinancialInstruments 2024-09-30 06897309 d:CurrentFinancialInstruments 2023-09-30 06897309 d:CurrentFinancialInstruments d:WithinOneYear 2024-09-30 06897309 d:CurrentFinancialInstruments d:WithinOneYear 2023-09-30 06897309 d:ShareCapital 2024-09-30 06897309 d:ShareCapital 2023-09-30 06897309 d:ShareCapital 2022-10-01 06897309 d:RetainedEarningsAccumulatedLosses 2023-10-01 2024-09-30 06897309 d:RetainedEarningsAccumulatedLosses 2024-09-30 06897309 d:RetainedEarningsAccumulatedLosses 2022-10-01 2023-09-30 06897309 d:RetainedEarningsAccumulatedLosses 2023-09-30 06897309 d:RetainedEarningsAccumulatedLosses 2022-10-01 06897309 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-10-01 2024-09-30 06897309 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-09-30 06897309 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-09-30 06897309 c:OrdinaryShareClass1 2023-10-01 2024-09-30 06897309 c:OrdinaryShareClass1 2024-09-30 06897309 c:OrdinaryShareClass1 2023-09-30 06897309 c:FRS102 2023-10-01 2024-09-30 06897309 c:Audited 2023-10-01 2024-09-30 06897309 c:FullAccounts 2023-10-01 2024-09-30 06897309 c:PrivateLimitedCompanyLtd 2023-10-01 2024-09-30 06897309 d:Subsidiary2 2023-10-01 2024-09-30 06897309 d:Subsidiary2 1 2023-10-01 2024-09-30 06897309 6 2023-10-01 2024-09-30 06897309 e:PoundSterling 2023-10-01 2024-09-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 06897309










B FRESH GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
B FRESH GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
P Beaumont 
J P Beynon 
K Sands 




Registered number
06897309



Registered office
14th Floor
33 Cavendish Square

London

W1G 0PW




Independent auditors
Old Mill Audit Limited

Unit 2, Greenways Business Park

Bellinger Close

Chippenham

Wiltshire

England

SN15 1BN





 
B FRESH GROUP LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Statement of Comprehensive Income
 
11
Balance Sheet
 
12
Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 21


 
B FRESH GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The directors present their strategic report, which is followed by the directors' report, together with the audited financial statements for the year ended 30 September 2024. 

Business review
 
The principal activity of the Company is that of a holding company.
The principal activity of the Company's subsidiary undertaking is disclosed in note 9 to the accounts.
During this reporting period the business focus was to continue to evolve the robustness of our global supply chains to deliver enhanced resilience in all product areas in which we operate.
Inevitably, the complexity of delivering resilience was manifest in the increase in the number and diversity of our both our grower base and source countries. This was compounded by the significant increase in climate related events that further impacted supply and consequent availability.
To manage the increased complexity, the Group the Company owns undertook a significant round of investment in its IT infrastructure, ECR systems and the evolution of AI data interrogation tools. This is a journey that is iterative and extends beyond this reporting period. As our systems evolve to be fully integrated and across all Group functions, it was also essential to significantly upscale our cyber security. Another impact of our enhanced resilience in our supply chain was the necessity to increase capacity for packing within the UK. This has proven a challenge given the inherent competition for warehousing and factory space in the UK. We have managed our growth and resilience with some of our supplier partners; however, a longer-term solution is still being sought. These structural changes presented a suite of new challenges for our management team, who performed at the highest level and managed these changes with a consummate level of professionalism. It is once again prescient to recognise and congratulate the team who work in our organisation. Not only have they all worked incredibly hard; their professionalism and commitment have allowed our business to thrive through a different type of adversity. The core of the Group is its people and they have shown more than ever that they are the difference between its success and failure.
The Group has continued to pursue its long-term strategy of diversifying its global interests coupled with risk mitigation; to deliver a long-term sustainable business structure. Despite the challenge of a fragmented and fractured global and local supply chain, the Group has continued to succeed in its core activities and has continued to invest. By working in partnership with our customers, we reset our model to one of resilience whilst continually pursuing efficiency.
Our transparent and fully integrated fresh produce supply model has had a successful year as our open, direct to grower model has been proven again to provide exceptional insight for our customers and our growers. This has allowed the Group to take increasing market share from its competition and has further accelerated consolidation in some categories in the fresh produce market. However, as stated above, the pivot to a more resilient model has taken time to assimilate and will be more complex to manage. Consequently, our cost will grow and there is likely to be continued inflation driven by supply interruptions, the development of more expensive contingency source countries and the expansion of our produce packing infrastructure.
During the period, we integrated our purchase of a major packing hub and invested significantly in the capability of the factory and the supporting IT infrastructure. Additionally, we have changed the management team who have delivered a culture of continuous improvement and beginning the journey of establishing a business of shared values with our key customers. We are pleased that we are now moving at pace to a well-managed efficient supply solution. As we operate in the world of efficient resilience, we are aware that more cost-effective capacity has become a critical requirement in our business and our team are working hard to fulfil this goal.  
The Group has grown significantly in the period and its continued evolution is above the plan set by the board. Bothe the Company’s and its subsidiary’s financial position is very robust with excellent backing from the
Page 1

 
B FRESH GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

shareholders and financial institutions.
The Group continues to be run by a talented, focussed, and dedicated team of management who continue to deliver exceptional performance. We are extremely positive about how the Group is positioned and that the current performance and outlook for the future remains very encouraging.    

Principal risks and uncertainties
 
The directors consider the principal risk to the company to be the impact on the supply chain due to climate change.
The Company's financial instruments principally comprise of cash at bank and inter-company loans, the main purpose of which is to finance the Company and its subsidiary undertaking's operations. In addition, the Company has various other financial assets and liabilities such as trade debtors and creditors arising directly from operations. It is, and has been throughout the period under review, the Company's policy that there should be no speculative trading in financial instruments shall be undertaken.
The main risks arising from the Company's financial instruments are liquidity and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the period.
Liquidity risk
The Company manages its borrowings requirements to ensure the Company has sufficient liquid resources to meet the operating needs of the business.
Credit risk
The recipients of all loans, including group undertakings, are subject to credit verification procedures by the Board. Debtors are reviewed on a regular basis and provisions are made for doubtful debts when necessary.

Section 172 Companies Act 2006 Statement
The directors consider that the decisions taken during the financial year comply with the requirements of s172(1) of the Companies Act 2006.

Directors' statement of compliance with duty to promote the success of the Company
 
The success of our business is dependent on the support of all our stakeholders. It is imperative that our stakeholders share and live our values, working towards our goals to deliver long-term sustainable success for the business.
The directors of the Group are mindful of the impact their decisions may have on all our stakeholders and the consequent actions that are undertaken. The Group has individual management and board meetings where applicable. 
The key stakeholders in the Group and how we engage with them is in the directors' report.

Financial key performance indicators
 
The key performance indicators of the Company is based on the results and carrying value of its investment in subsidiary undertakings. The subsidiary undertakings continue to perform strongly as per the business review above.
 
Page 2

 
B FRESH GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024



This report was approved by the board on 26 June 2025 and signed on its behalf.


P Beaumont
Director

Page 3

 
B FRESH GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the Company is that of a holding company.
The principal activity of the Company's subsidiary undertaking is disclosed in note 9 to the accounts.
The Company's principal risk relates to the performance of its subsidiary undertaking.

Results and dividends

The profit for the year, after taxation, amounted to £113 (2023 - £15,213).

The directors did not propose or pay a dividend in the current or prior year.
The directors have highlighted in the strategic report on pages 1 - 3, a review of the current year results, future outlook expectations, risks and key performance indicators for the Company.

Directors

The directors who served during the year were:

P Beaumont 
D Price (resigned 16 September 2024)
J P Beynon 
N Laister (resigned 22 April 2024)
K Sands (appointed 22 April 2024)
Page 4

 
B FRESH GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Engagement with suppliers, customers and others

Communities
Our food redistribution programme supports people and communities across the UK at the highest risk of food insecurity. Our teams are committed to ensuring that no edible food is wasted across our UK manufacturing operations and during the current reporting year, donated several million portions of fresh produce, working closely with national redistribution partners, such as FareShare, who have now recognised us as a Leading Food Partner and regional charities including City Harvest focused on serving diverse communities in London
Inclusion & Development
We are committed to ensure that all people are protected, respected, and treated fairly. Our ethical trade and human rights approach ensures trust by implementing the highest standards of ethical compliance and increases transparency through supply chain mapping and our new ethical risk assessment, which enables us to identify hot-spots and enhance supply chain best-practice through stakeholder engagement. 
Our commitment to nurture talent at all levels to develop the best people includes a new commitment to advocate for 30% of leadership positions to be occupied by women within our direct operations and upstream supply chain. Our plan for the forthcoming year is to build our awareness and increase understanding of gender sensitive issues across the global supply chain through a series of internal and stakeholder engagement activities. 
Operating Responsibly
Through our value and commitment to operate responsibly, we aim to minimise the potential negative environmental impacts that may arise from our associated activities and to maximise our positive social, ethical impacts throughout our direct operations and wider, global supply-chain.
Social & Ethical Impacts 
Our Modern Slavery statements act as our public commitment to recognise the need to progress our approach beyond a sole reliance on audit to reduce endemic forced labour, modern slavery and human trafficking risks that exist within fresh produce supply chains. We have maintained our Stronger Together Advanced Business Partner status for the third consecutive year and continue to participate in multiagency collective action groups including the Food Network for Ethical Trade.
To monitor and improve conditions for workings within our supply chains; all of our high-risk suppliers are third party audited annually. In response to an increase in Critical Non-Conformances we have increased the scope of our bespoke risk assessment process, to identify and respond to the most salient risks within our direct supply chain. 
Environmental Impacts
Our environmental commitments aim to contribute directly to the following UN Sustainable Development Goals: Clean Water and Sanitation, Affordable and Clean Energy, Responsible Consumption and Production, Climate Action, Life on Land, and Partnership for the Goals.
We have updated our environmental sustainability commitments over the last two years, focused on reducing our end-to-end food waste, removing plastic packaging and improving recyclability, protecting and restoring biodiversity, implementing water stewardship practices, minimising office, manufacturing, and agricultural waste through the principles of circular economy. Creating a roadmap to achieve Net Zero by 2035 across our own operations and a greenhouse gas emission reduction target aligned to Science Based Target initiative (SBTi).
 
Page 5

 
B FRESH GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

We have completed our fourth year of Streamlined Energy and Carbon Reporting, which outlines our commitment to transiting to renewable energy by site and setting further emissions reductions targets by operation aligned through to the SBTi verification process by the end of 2024. 
Our achievements against our commitments over the last year include a reduction in the percentage of food wasted in our manufacturing operations. Through our 4R packaging strategy, (to remove, reduce, replace and reuse unnecessary or hard to recycle packaging) we have been able to remove and/or replace several million pieces of plastic with fully recyclable alternatives. The move to renewable electricity sourced through renewable energy guarantee of origin certificates across our manufacturing sites has delivered over a 99.5% reduction in carbon emissions since 2016. 
Our global supply chain is directly impacted by the effects of climate change, and we recognise the importance of collective action to protect natural resources. In November 2021 DPS joined the WRAP Water Road Map as supporting suppliers to increase resilience in water stressed areas by improving water quality and availability, and working in collaboration with other businesses, aim to achieve a shared target of sourcing 50% of the UK’s fresh food from areas with sustainable water management.
Our continued focus over the forthcoming year is to support sustainable farming through a commitment to achieving LEAF Marque certification (and equivalent environmental standard) across our global agricultural supply chains by 2025. 100% of our UK supply chain achieved LEAF certification in 2021 – 2022; the next phase in working towards global environmental stewardship through the implementation in practice and certification serves as a crucial step in protecting and restoring the environment for future generations to come.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

During the year, the Company appointed Old Mill Audit Limited as auditors, who will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 26 June 2025 and signed on its behalf.
 





P Beaumont
Director

Page 6

 
B FRESH GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF B FRESH GROUP LIMITED
 

Opinion


We have audited the financial statements of B Fresh Group Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 September 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for 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 United Kingdom, including the Financial Reporting Council'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.


Page 7

 
B FRESH GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF B FRESH GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 4, 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 is 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.


Page 8

 
B FRESH GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF B FRESH GROUP LIMITED (CONTINUED)


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 an Auditors' Report 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the parent company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
 


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 Auditors' Report.
 
Page 9

 
B FRESH GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF B FRESH GROUP LIMITED (CONTINUED)




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 2006Our 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 an Auditors' Report 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.





Philip Mills MSc BA ACA 
Senior Statutory Auditor
for and on behalf of
Old Mill Audit Limited
Statutory Auditor
 
Unit 2, Greenways Business Park
Bellinger Close
Chippenham
Wiltshire
England
SN15 1BN

26 June 2025
Page 10

 
B FRESH GROUP LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
4,320
20,000

Gross profit
  
4,320
20,000

Administrative expenses
  
(4,207)
(4,787)

Profit before tax
  
113
15,213

Tax on profit
 7 
-
-

Profit for the year
  
113
15,213

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 21 form part of these financial statements.

Page 11

 
B FRESH GROUP LIMITED
REGISTERED NUMBER: 06897309

BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 9 
136,392
136,392

  
136,392
136,392

Current assets
  

Debtors: amounts falling due within one year
 10 
16,207,956
10,153,903

Cash at bank and in hand
  
2,261
8,882

  
16,210,217
10,162,785

Creditors: amounts falling due within one year
 11 
(16,060,024)
(9,846,173)

Net current assets
  
 
 
150,193
 
 
316,612

Total assets less current liabilities
  
286,585
453,004

Provisions for liabilities
  

Other provisions
 12 
(150,055)
(316,587)

  
 
 
(150,055)
 
 
(316,587)

Net assets
  
136,530
136,417


Capital and reserves
  

Called up share capital 
 13 
136,492
136,492

Profit and loss account
 14 
38
(75)

  
136,530
136,417


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2025.




P Beaumont
Director


The notes on pages 14 to 21 form part of these financial statements.

Page 12

 
B FRESH GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 October 2022
136,492
(15,288)
121,204



Profit for the year
-
15,213
15,213



At 1 October 2023
136,492
(75)
136,417



Profit for the year
-
113
113


At 30 September 2024
136,492
38
136,530


The notes on pages 14 to 21 form part of these financial statements.

Page 13

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

The Company is a private company limited by shares, and is incorporated in England and Wales. The address of its registered office is 14th Floor, 33 Cavendish Square, W1G 0PW. The principal trading address is 57-63 Church Road, Wimbledon, London, SW19 5SB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Terradace Holdings Limited as at 30 September 2024 and these financial statements may be obtained from 14th Floor, 33 Cavendish Square, London, W1G 0PW.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 14

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover 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 turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

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.

The estimated useful lives range as follows:

Short-term leasehold property
-
10 years
Fixtures and fittings
-
10 years

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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 15

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.7

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 90 days.

 
2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.


 
2.9

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 16

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. Actual results may differ from these estimates. 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.
The directors consider there to be no significant areas of judgments or key sources of estimation uncertainty.


4.


Turnover

The turnover of the Company for the year has been derived from management fees, from its subsidiary and rental income.

All turnover arose within the United Kingdom.


5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
5,000
2,000


6.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Management and administration
4
4

Page 17

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

7.


Taxation


2024
2023
£
£



Total current tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the applicable rate of corporation tax in the UK of 25% (2023 - 22%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
113
15,213


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22%)
28
3,347

Effects of:


Expenses not deductible for tax purposes
-
194

Capital allowances for year in excess of depreciation
(995)
(994)

Group relief
967
(2,547)

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 18

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Total

£
£
£



Cost


At 1 October 2023
173,954
10,967
184,921



At 30 September 2024

173,954
10,967
184,921



Depreciation


At 1 October 2023
173,954
10,967
184,921



At 30 September 2024

173,954
10,967
184,921



Net book value



At 30 September 2024
-
-
-



At 30 September 2023
-
-
-


9.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 October 2023
136,392



At 30 September 2024
136,392





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Principal activity

Class of shares

Holding

Direct Produce Supplies Limited
Importer and wholesalers of fruit
Ordinary
100%

Page 19

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
16,207,956
10,153,903



11.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
-
31,182

Amounts owed to group undertakings
16,056,256
9,812,933

Accruals and deferred income
3,768
2,058

16,060,024
9,846,173



12.


Provisions





Other provision

£





At 1 October 2023
316,587


Utilised in year
(166,532)



At 30 September 2024
150,055

The provision relates to costs attributable to an onerous lease contract. 


13.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



136,492 (2023 - 136,492) Ordinary shares of £1.000 each
136,492
136,492

There is a single class of Ordinary shares. There are no restrictions on distribution of dividends and the
repayment of capital.

Page 20

 
B FRESH GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

14.


Reserves

Profit and loss account

This comprises profits available for distribution.


15.


Financial guarantee

At the balance sheet date the company had entered into group bank cross guarantees in respect of loans and overdrafts. At the balance sheet date the total group facility amounted  to the Company amounted to £28,110,643 (2023 -  £22,365,304).


16.


Controlling party

Terradace Holdings Limited is considered to be the Company's immediate and ultimate parent undertaking in both the current and prior year. 
P Beaumont is considered to be the ultimate controlling party by virtue of his shareholding in Terradace Holdings Limited during the current and prior year. 
The results of the Company are only included within the consolidated accounts of Terradace Holdings Limited which are available to the public and may be obtained from 14th Floor, 33 Cavendish Square, London, W1G 0PW.

 
Page 21