Registered number: 08544592
GrowUp Farms Limited
Financial statements
for the year ended 31 December 2022
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Notes to the financial statements
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GrowUp Farms Limited
Registered number:08544592
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Balance sheet
as at 31 December 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Page 1
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GrowUp Farms Limited
Registered number:08544592
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Balance sheet (continued)
as at 31 December 2022
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
Page 2
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Notes to the financial statements
for the year ended 31 December 2022
GrowUp Farms Limited is a private company, limited by shares and incorporated in England and Wales.
The company number is 08544592 and the address of the registered office is One, Glass Wharf, Bristol, BS2 0ZX.
2.Accounting policies
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Basis of preparation of financial statements
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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 judgment in applying the company's accounting policies (see note 3).
In determining the appropriate basis for preparation of the financial statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, being a period not less than twelve months from the date of approval of the financial statements.
As part of this assessment, the directors have run downside scenarios in order to identify and analyse potential stresses to the business, thereby highlighting mitigating actions that could be taken to ensure that the Group has sufficient funds to meet liabilities as they fall due over the next 12 months. As a result of this and other workstreams, management are confident that the business has the resources, funding and strategic flexibility to continue operating and to maintain liquidity for at least the next 12 months, and therefore the Group continues to adopt the going concern basis in preparing its consolidated financial statements.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset and are capitalised. All other borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
Page 3
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Notes to the financial statements
for the year ended 31 December 2022
2.Accounting policies (continued)
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Current and deferred taxation
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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 balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. The carrying value of deferred tax assets is reviewed at each reporting 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 assets and liabilities are offset against each other when there is a legally enforceable right to offset current taxation assets against current taxation liabilities and it is the intention to settle these on a net basis.
∙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.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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.
Page 4
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Notes to the financial statements
for the year ended 31 December 2022
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
The estimated useful lives range as follows:
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Vertical Farm Unit - building
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Vertical Farm Unit - plant and machinery
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Assets under construction are not depreciated until the project is complete and the asset brought into use.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses from impairment are recognised in the profit and loss account in administrative expenses.
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement fee constitutes a finance transaction, it is measured at present value.
Page 5
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Notes to the financial statements
for the year ended 31 December 2022
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Determining useful economic lives and impairment of tangible fixed assets.
The Company depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.
The judgement is applied by management when determining the residual values and carrying value for tangible fixed assets. When determining the residual value management aim to assess the amount that the company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to the external market prices. In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit based on expected future earnings to assess whether the recoverable amount is less than the carrying value.
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The average monthly number of employees, including directors, during the year was 8 (2021 - 6).
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Assets under construction
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Transfers between classes
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Charge for the year on owned assets
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During the year the company capitalised borrowing costs amounting to £1,841,134 (2021: £10,968) on qualifying assets. Included in the net book value as at 31 December 2022 are £1,821,234 of capitalised borrowing costs (2021: £10,968).
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Page 6
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Notes to the financial statements
for the year ended 31 December 2022
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the company:
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One, Glass Wharf, Bristol, England, BS2 0ZX
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
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Page 7
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Notes to the financial statements
for the year ended 31 December 2022
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings due within one year relate to trading balances and are repayable by 31 January 2023.
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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The other loan is secured by a mortgage debenture incorporating a fixed and floating charge over all assets owned
by the company.
Amounts owed to group undertakings due after more than one year are subordinated to the other loans and as such does not fall due until the other loans have been repaid.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Repayable other than by instalments
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Page 8
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Notes to the financial statements
for the year ended 31 December 2022
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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Charged to profit or loss
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Page 9
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Notes to the financial statements
for the year ended 31 December 2022
11.Deferred taxation (continued)
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The deferred tax balance is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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The company has a further unrecognised deferred tax asset in relation taxable trading losses carried forward of £3,147,455.
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The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £796 (2021: £2,327) were payable to the fund at the balance sheet date and are included in creditors.
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Related party transactions
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At the year end the company owed £222 (2021: £222) to one of the directors.
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The company is a wholly owned subsidiary of GrowUp Group Limited (formerly Vescor Group Limited), a company registered in England and Wales.
The auditor's report on these financial statements was unqualified and there were no matters to which the auditor drew attention by way of emphasis. The auditor's report was signed on 28/04/2023 by Adam Terry BSc FCA (Senior Statutory Auditor) for and on behalf of Grant Thornton UK LLP (Statutory Auditor), 2nd Floor, St John’s House, Haslett Avenue West, Crawley, RH10 1HS.
Page 10
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