BIOREN_LIMITED - Accounts

The directors present the strategic report for the period ended 26 August 2023.

Renée Elliott founded Planet Organic in 1995 and, having left the company in 2015, was afforded the opportunity to rescue the business when it was put into administration in March 2023.

On the 25th April 2023, Bioren Limited (now operating under the Planet Organic trading name) purchased out of administration certain business assets of PO Realisations 2023 Limited (formerly Planet Organic Limited) and secured the full time employment for approximately 260 employees.

The principal activities of the business continue to be the retailing of organic and healthy food products, health and body care lines, juices & hot drinks and other product categories that appeal to customers who have an interest in health and wellbeing.

Post purchase, the company agreed new relationships with approximately 150 suppliers. Suppliers recognised the underlying strength of the Planet Organic brand, its importance in its market and the quality of the retail proposition. We are hugely grateful for the support of our suppliers who have remained incredibly supportive during this past year of transition of the business.

Sales have recovered and all stores are now trading at above the comparable period prior to the administration, with some stores showing significant growth.

We have reduced fixed costs in a number of ways, including closing the Central Warehouse operation. Initiatives to restore financial profitability include: reviewing the range of products sold to increase appeal; reducing prices for products to increase competitiveness; cutting operating costs; and improving customer experience. The business has been stabilised with all stores making a positive contribution. This will provide a strong foundation for the next phase, including a brand re-fresh.

This recovery phase could not have been achieved without the dedication and support of the incredible team of people who work in the business, our suppliers and shareholders.

The principal risks and uncertainties facing the company relate to the general economic climate and the management of cash flows in the business.

Price risk

The risk of rising operational costs have been mitigated by streamlining our operations and overheads, fixing our energy prices and taking advantage of government relief initiatives that are available to us.

Liquidity and cashflow risk

The company’s cashflow is being protected by the continued support of our shareholders, a continued improvement in EBITDA performance post purchase, and securing increasingly favourable terms and credit lines from our supplier base.

Credit risk

The company manages credit risk through the use of reputable payment providers. Customer transactions are settled at the point of sale which removes any potential debt collection risk.

Financial risk management objectives and policies

The primary objective of our financial risk management strategy is to safeguard the company’s financial stability and ensure sustainable growth. The directors of the group meet at a minimum of once a quarter for scheduled board meetings, but meetings will often be at more frequent intervals as dictated by the level of activity and current risks facing the company. Whilst there is no formal risk committee, the subject of risk is continually discussed at the above meetings, as well as at regular leadership team meetings.

The directors consider a number of key performance indicators on a daily, weekly, and periodic basis. This includes (but is not limited to) reviews of sales, margin, wastage and employment costs in the profit and loss account, and creditor days, stock turnover and cashflow on the balance sheet.

All of the indicators are used to assess performance and inform decision making. For the short 4-month period post purchase to 26 August 2023, the primary indicators were as follows:

At the period end, the company had cash of £493,880 and a further £248,579 of merchant receipts in transit.

The inefficiencies and age of the store and offices at Westbourne Grove are high, so a new property has been acquired a little west of the current store. This will be financed by further shareholder investment and is expected to open in late summer 2024 at which point the existing Westbourne Grove store will be closed.

There will be increased investment in modern refrigeration and lighting to lower energy consumption and improve customer experience.

On behalf of the board

The directors present their annual report and financial statements for the period ended 26 August 2023.

The principal activity of the company is that of retail sales of food in specialised stores and online.

The results for the period are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

As a result of being able to agree a lease on commercial terms, on 13 September 2023, the Balham store was closed and the company is no longer operating from it.

Between 21 December 2023 and 4 January 2024, the company entered into five agreements with PO Realisations 2023 Limited to reassign lease agreements, relating to four store locations which are currently used for operations. The leases assigned range from a term of six to twelve years and have a minimum annual commitment which ranges from £80,000 - £130,00 per annum. Total deposits were made in relation to the leases of £48,000.

On 21 December 2023, the company entered into a lease agreement for a store currently being used for operations. The agreement entered into has a minimum term of six years and has a minimum annual commitment of £125,000.

On 17 May 2024, the company entered into a lease agreement, which is yet to be finalised, for a new store location. The agreement entered into has a minimum term of nine years and has an annual commitment ranging from £95,000 to £195,000.

HW Fisher LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the information on and exposure to financial risk and future developments.

The directors are responsible for preparing the annual 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 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.

We have audited the financial statements of Bioren Limited (the 'company') for the period ended 26 August 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 26 August 2023 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial period 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.

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 and the directors' report.

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 remuneration specified by law are not made; or

•     we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, 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.

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 auditor's 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.

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, food hygiene laws and health and safety.

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the fair value of assets acquired on business combinations, useful life of goodwill and valuation of stock.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Performing a physical verification of key assets and stock items (including testing of the stock system).

• Obtaining third-party confirmation of material bank and loan balances.

• Documenting and verifying all significant related party balances and transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the [directors/those charged with governance of the entity/management].

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Bioren Limited is a private company limited by shares incorporated in England and Wales. The registered office is 42 Westbourne Grove, London, United Kingdom, W2 5SH.

The company was incorporated on 10 March 2023 as AGHOCO 2255 Limited and changed its name to Bioren Limited on 20 April 2023. The company started trading as Planet Organic on 25 April 2023.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.true

In the period ended 26 August 2023, the company generated an operating loss of £920,715. As at 26 August 2023, the company had net current assets of £1,081,183 which included cash of £493,880. The directors have prepared a two year forecast that show that the Company may during the period of the forecast require limited financial support from group companies.

In the event that financial support is required, Covent Garden Estates Holdings Limited, the parent company, and its subsidiary have confirmed its intention, if required, to provide financial support to enable the company to settle its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Covent Garden Estates Holdings Limited, its subsidiary and other shareholders have also confirmed that it will not seek or demand repayment of any funds which it has made or will make available to the company for a period of at least 12 months from the date of approval of these financial statements.

The current period figures relate to the 6 month period from the date of incorporation on 10 March 2023 until 26 August 2023.

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.

Goodwill represents the excess of the fair value of net assets recognised on acquisition of unincorporated businesses over the consideration paid. It is initially recognised as negative goodwill and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised in line with the expected useful life of the underlying assets acquired. In this instance, the inventory was the substantial underlying asset acquired which is considered to have an expected useful life of less than 6 months.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company sells items of food and products which are subject to changing consumer demand and wastage. As a result of this, it is necessary for the directors to consider the net realisable value of stock and associated provision required. When determining whether a provision is required, management considers the nature of stock, current and post period end selling trends and wastage patterns. As at 26 August 2023, stock had a carrying value of £1,394,909 and a provision of £nil had been recognised in regard to stock.

On 25 April 2023, the company purchased the trade and assets of PO Realisations 2023 Limited (formerly Planet Organic Limited) for a consideration of £810,000. The purchase meets the definition of a business combination under FRS 102. As a result, the assets acquired were initially recognised at their fair value as at the purchase date.

On the date of acquisition, a formal valuation of the assets was not carried out. The directors have therefore determined the fair value of the assets for inclusion in the financial statements.

• Stock has been valued considering the cost of the stock to the company and the book value of the stock in the PO Realisations 2023 Limited (formerly Planet Organic Limited) system.

• Fixed assets have been valued considering the expected amount recoverable for any moveable assets that were acquired.

The purchase led to £545,003 of negative goodwill being recognised in the accounts representing the bargain purchase on the assets acquired.

More detail on the fair value adjustments which have been recognised can be seen in Note 18.

Negative goodwill is released to profit and loss over the period in which the underlying acquired assets are recovered through use or sale. Having considered the nature of the underlying assets which were acquired, the directors consider that the most substantial asset acquired is stock. Given the nature of the stock items, the directors are of the opinion that these have been substantially sold at the closing balance sheet date and therefore all of the negative goodwill has been released to profit and loss.

The average monthly number of persons (including directors) employed by the company during the period was:

Their aggregate remuneration comprised:

Investment income includes the following:

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

On 25 April 2023, the company purchased the trade and assets of PO Realisations 2023 Limited (formerly Planet Organic Limited) for a total consideration of £810,000. The fair value of the assets acquired exceeded this, leading to a total of £545,003 negative goodwill being recognised. More detail on this can be found in note 18.

Included in trade debtors is £248,579 relating to merchant receipts which were settled in the days following period end.

Included in other debtors is £236,543 relating to disputed merchant receipts from around the time the company purchased the trade and assets of PO Realisations 2023 Limited (formerly Planet Organic). These were settled in January 2024.

At 26 August 2023, other creditors included loans from shareholders of £1,540,269. These loans are unsecured, repayable on demand and accrue interest at a rate of 15% per annum.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

On incorporation, 1 ordinary share with a par value of £1 was issued and paid.

On 19 July 2023 there was a sub-division of shares, increasing the number of shares in issue from 1 share to 100 shares, and reducing the par value of shares from £1 to £0.01.

Shares have full voting, dividend and capital distribution rights. They do not confer rights of redemption.

On 25 April 2023 as part of the administrators proposals, the company acquired the trade and assets of PO Realisations 2023 Limited (formerly Planet Organic Limited) for a total consideration of £810,000. As part of the purchase agreement, the company additionally acquired a number of liabilities from the seller, including employment, loyalty scheme and gift card liabilities.

On 5 May 2023, the company entered into an agreement with NatWest bank to give a fixed charge over a bank deposit of £40,250. This also contains a negative pledge.

At the reporting end date the company had outstanding commitments for future minimum payments under licence to occupy agreements of:

As a result of being able to agree a lease on commercial terms, on 13 September 2023, the Balham store was closed and the company is no longer operating from it.

Between 21 December 2023 and 4 January 2024, the company entered into five agreements with PO Realisations 2023 Limited to reassign lease agreements, relating to four store locations which are currently used for operations. The leases assigned range from a term of six to twelve years and have a minimum annual commitment which ranges from £80,000 - £130,00 per annum. Total deposits were made in relation to the leases of £48,000.

On 21 December 2023, the company entered into a lease agreement for a store currently being used for operations. The agreement entered into has a minimum term of six years and has a minimum annual commitment of £125,000.

On 17 May 2024, the company entered into a lease agreement, which is yet to be finalised, for a new store location. The agreement entered into has a minimum term of nine years and has an annual commitment ranging from £95,000 to £195,000.

During the period, amounts totalling £34,750 were invoiced by directors to the company. As at 26 August 2023, £10,800 remained outstanding.

During the period, director-shareholders loaned amounts to the company totalling £1,540,269. During the period, interest totalling £71,640 accrued on these loans. The total loan balance outstanding at 26 August 2023 was £1,611,909, recognised in other creditors. These are unsecured and repayable on demand.

The immediate parent company and ultimate controlling party is Covent Garden Estates Holdings Limited, a company registered in England & Wales, with a registered office address of 26-28 Neal Street, London, WC2H 9QQ.

For the period ended 26 August 2023, the group was exempt from preparing consolidated accounts.