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REGISTERED NUMBER: 06949954 (England and Wales)










Namgrass UK Limited

Financial Statements

for the Year Ended 31 December 2022






Namgrass UK Limited (Registered number: 06949954)






Contents of the Financial Statements
for the Year Ended 31 December 2022




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Namgrass UK Limited

Company Information
for the Year Ended 31 December 2022







DIRECTORS: S De Groote
J Penninck





REGISTERED OFFICE: 2 Winston Parade
Lymington Road
New Milton
Hampshire
BH25 6PT





REGISTERED NUMBER: 06949954 (England and Wales)

Namgrass UK Limited (Registered number: 06949954)

Balance Sheet
31 December 2022

2022 2021
Notes £    £   
FIXED ASSETS
Intangible assets 5 6,672 9,759
Tangible assets 6 177,138 188,771
183,810 198,530

CURRENT ASSETS
Stocks 7 686,629 850,008
Debtors 8 176,398 391,509
Cash at bank and in hand 152,727 358,387
1,015,754 1,599,904
CREDITORS
Amounts falling due within one year 9 (1,059,257 ) (1,357,003 )
NET CURRENT (LIABILITIES)/ASSETS (43,503 ) 242,901
TOTAL ASSETS LESS CURRENT
LIABILITIES

140,307

441,431

PROVISIONS FOR LIABILITIES (29,689 ) (30,605 )
NET ASSETS 110,618 410,826

CAPITAL AND RESERVES
Called up share capital 100 100
Retained earnings 110,518 410,726
110,618 410,826

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 March 2024 and were signed on its behalf by:





J Penninck - Director


Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements
for the Year Ended 31 December 2022

1. GENERAL INFORMATION

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Redcliffe Garden Centre
Bashley Road
Bashley
New Milton
Hampshire
BH25 5RY
England

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

3. ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The company's functional and presentational currency is pound sterling.

GOING CONCERN
At 31 December 2022 the company’s had net current liabilities of £43,503 (2021: £242,901 net current assets) and net loss of £300,208 (2021: £247,013).

At the time of approving the financial statements, the directors believe that the company is well placed to manage its business risks successfully, despite the uncertain economic output and have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future along with the support from their group company Sports and Leisure Group NV.

Thus, the financial statements are prepared on going concern basis .

Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

3. ACCOUNTING POLICIES - continued

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:

Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:--

- the Company has transferred the significant risks and rewards of ownership to the buyer;
- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- the amount of turnover can be measured reliably;
- it is probable that the Company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

INTANGIBLE ASSETS
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.

Amortisation is provided on the following bases:
Asset classAmortisation method and rate
Website & Software25% straight line basis

TANGIBLE 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.

DEPRECIATION
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the bases as below.

Depreciation is provided on the following bases:
Asset classDepreciation method and rate
Long leasehold improvements10% straight line basis
Fixtures, fittings and office equipment25% reducing balance basis
Motor vehicles25% reducing balance basis
Plant and machinery10% straight line basis

Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

3. ACCOUNTING POLICIES - continued

STOCKS
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

FINANCIAL INSTRUMENTS
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
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.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, 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.

Derecognition of financial assets
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.


Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

3. ACCOUNTING POLICIES - continued



Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

TAXATION
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current Tax
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred Tax
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
- the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
- any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

LEASES
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

DEFINED CONTRIBUTION PENSION OBLIGATION
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

3. ACCOUNTING POLICIES - continued

CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

TRADE DEBTORS
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

TRADE CREDITORS
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

PROVISIONS FOR LIABILITIES
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 the Profit and 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.

SHARE CAPITAL
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

4. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 15 (2021 - 17 ) .

Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

5. INTANGIBLE FIXED ASSETS
Website
and
software
£   
COST
At 1 January 2022
and 31 December 2022 37,510
AMORTISATION
At 1 January 2022 27,751
Amortisation for year 3,087
At 31 December 2022 30,838
NET BOOK VALUE
At 31 December 2022 6,672
At 31 December 2021 9,759

6. TANGIBLE FIXED ASSETS
Fixtures
Long Plant and and
leasehold machinery fittings
£    £    £   
COST OR VALUATION
At 1 January 2022 68,103 603,606 28,149
Additions - 37,467 4,325
At 31 December 2022 68,103 641,073 32,474
DEPRECIATION
At 1 January 2022 40,412 487,613 18,802
Charge for year 6,811 37,751 2,627
At 31 December 2022 47,223 525,364 21,429
NET BOOK VALUE
At 31 December 2022 20,880 115,709 11,045
At 31 December 2021 27,691 115,993 9,347

Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

6. TANGIBLE FIXED ASSETS - continued

Motor Computer
vehicles equipment Totals
£    £    £   
COST OR VALUATION
At 1 January 2022 14,725 74,988 789,571
Additions 1,649 1,763 45,204
At 31 December 2022 16,374 76,751 834,775
DEPRECIATION
At 1 January 2022 2,157 51,816 600,800
Charge for year 3,520 6,128 56,837
At 31 December 2022 5,677 57,944 657,637
NET BOOK VALUE
At 31 December 2022 10,697 18,807 177,138
At 31 December 2021 12,568 23,172 188,771


7. STOCKS
2022 2021
£    £   
Finished goods 686,629 850,008

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade debtors 151,568 340,431
Other debtors 4,770 2,015
Corporation tax - 3,644
Prepayments 20,060 45,419
176,398 391,509

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade creditors 888,279 1,138,334
Pension contributions unpaid 1,390 2,127
Social security and other tax 4,338 3,675
VAT 56,351 66,779
Other creditors 23,546 -
Accruals and deferred income 85,353 146,088
1,059,257 1,357,003

Namgrass UK Limited (Registered number: 06949954)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2022

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for Qualified Opinion
We were not appointed as auditor of the company until after 31 December 2022 and thus did not observe the counting of physical inventories at the end of the year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 2022, which are included in the balance sheet at £686,629 by using other audit procedures.

We have also not been able to obtain reassurance that costs of sales amounting to £1,997,551 are fairly reflected in the financial statements due to limitation of scope in record keeping of this aspect.

Consequently we were unable to determine whether any adjustments to these amounts were necessary.

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 qualified opinion.

Other matter
The financial statements of the company for the year ended 31 December 2021 are unaudited.

Moganarden Pillay Chelvanaigum (Senior Statutory Auditor)
for and on behalf of SKS Audit LLP

11. RELATED PARTY DISCLOSURES

The following transactions and the year end balances that have been entered with the related parties are as below:


Name of Related Party Nature 2022 2021
The Grass Company BV Trade Debtors - 26,851
Trade Creditors 802,890 1,082,041
Purchase 1,388,025 2,507,286
Sales - 468
Nomow Limited Trade Creditors 37,609 -
Purchases/Management Charges 160,701 912
Sales 55,834 -
Sports and Leisure Group NV Trade Debtors 1,799 12,042
Sales 9,005 12,042
SLG Invest NV Trade Creditors 16,549 -
Management Charges 16,549 -

12. CONTROLLING PARTY

The company's immediate parent company is The Grass Company BV, a company incorporated in Belgium.

Namgrass UK Limited is 100% indirectly owned by Sports and Leisure Group NV who exercises control over the company.