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Company registration number: 01493205

Cytoplan Limited

Filleted Annual Report and Financial Statements

for the Year Ended 31 August 2023

 

Cytoplan Limited

Contents

Balance Sheet

1

Statement of Changes in Equity

2

Notes to the Financial Statements

3 to 12

 

Cytoplan Limited

(Registration number: 01493205)
Balance Sheet as at 31 August 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

4

84,277

146,849

Tangible assets

5

374,005

449,585

Investments

6

200

200

 

458,482

596,634

Current assets

 

Stocks

8

1,235,842

2,263,370

Debtors

9

453,647

413,599

Other financial assets

7

859,368

804,299

Cash at bank and in hand

 

4,291,176

2,239,046

 

6,840,033

5,720,314

Creditors: Amounts falling due within one year

10

(1,381,786)

(993,238)

Net current assets

 

5,458,247

4,727,076

Total assets less current liabilities

 

5,916,729

5,323,710

Creditors: Amounts falling due after more than one year

10

(9,125)

(10,950)

Provisions for liabilities

 

Provisions

 

(674,971)

(738,603)

Net assets

 

5,232,633

4,574,157

Capital and reserves

 

Called up share capital

455,000

455,000

Share premium reserve

562,882

562,882

Revaluation reserve

9,647

9,647

Profit and loss account

4,205,104

3,546,628

Total equity

 

5,232,633

4,574,157

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006. The option not to file the profit and loss account and directors’ report has been taken.

Approved and authorised by the Board on 18 April 2024 and signed on its behalf by:
 


D R Griffiths
Director

   
 

Cytoplan Limited

Statement of Changes in Equity
for the Year Ended 31 August 2023

Share capital
£

Share premium
£

Revaluation reserve
£

Retained earnings
£

Total
£

At 1 September 2022

455,000

562,882

9,647

3,546,628

4,574,157

Profit for the year

-

-

-

1,058,476

1,058,476

Gift aid payment

-

-

-

(400,000)

(400,000)

At 31 August 2023

455,000

562,882

9,647

4,205,104

5,232,633

Share capital
£

Share premium
£

Revaluation reserve
£

Retained earnings
£

Total
£

At 1 September 2021

455,000

562,882

9,647

3,003,191

4,030,720

Profit for the year

-

-

-

993,437

993,437

Gift aid payment

-

-

-

(450,000)

(450,000)

At 31 August 2022

455,000

562,882

9,647

3,546,628

4,574,157

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

1

General information

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

The address of its registered office is:
Unit 8 Hanley Workshops
Hanley Road
Hanley Swan
Worcester
WR8 0DX

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

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.

These financial statements are presented in Sterling (£).

Summary of disclosure exemptions

The company has taken the exemption under the Companies Act and not prepared consolidated accounts on the basis the group is a small group.

Going concern

The financial statements have been prepared on a going concern basis.

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

Key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet and the amounts reported for revenue and expenses during the year. However the nature of estimation means the actual outcomes could differ from those involving estimates. The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

- The company has provided for unfunded pension payments of £674,971 (2022: £738,603) based on their assessment of the expected future liability to the company.

Turnover recognition

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenues earned from the sale of goods. Turnover from the sale of goods is recognised when the significant risk and rewards of ownership of the goods have transferred to the buyer.

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the profit and 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 profit and loss in the same period as the related expenditure.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Deferred tax liabilities are presented within provisions for liabilities on the balance sheet.

Tangible assets

Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses. The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

Depreciation of tangible assets

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Improvements to property

33% and 20% straight line basis

Plant and machinery

33%, 20% and10% straight line basis

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative amortisation losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Computer software and consultancy costs

20% & 33.3% straight line basis

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

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.

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

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.

Other debtors and loans receivable are initially recognised at fair value net of transaction costs and are subsequently measured at amortised cost using the effective interest method less any provision for impairment.

Stocks

Stocks are measured at the lower of cost and estimated selling prices less costs to complete and sell after making due allowance for obsolete and slow moving items. Cost is determined using the average cost method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. Cost includes direct expenditure and an appropriate proportion of variable overheads.

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.

Other financial liabilities are measured individually at fair value net of transaction costs and subsequently at amortised cost using the effective interest method.

Reserves

Called up share capital represents the nominal value of shares that have been issued.

Share premium account includes any premiums received on the issue of share capital. Transaction costs associated with the issuing of shares are deducted from the share premium.

Profit and loss account includes all current and prior period profits and losses.

Revaluation reserve is the surplus or deficit arising on the revaluation of an asset of a company.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

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.

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.

Defined contribution pension obligation

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 payments obligations.

The contributions are recognised as an expense in the profit and loss account 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.

The pension provision is held at revaluation and is considered for revaluation each year by the directors. The provision is unwound each year as payments are made under the scheme.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year was 48 (2022 - 49).

4

Intangible assets

Computer software and consultancy
 £

Total
£

Cost or valuation

At 1 September 2022

379,089

379,089

At 31 August 2023

379,089

379,089

Amortisation

At 1 September 2022

232,240

232,240

Amortisation charge

62,572

62,572

At 31 August 2023

294,812

294,812

Carrying amount

At 31 August 2023

84,277

84,277

At 31 August 2022

146,849

146,849

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

5

Tangible assets

Land and buildings
£

Plant and machinery
 £

Motor vehicles
 £

Total
£

Cost or valuation

At 1 September 2022

294,416

618,697

27,999

941,112

Additions

-

38,832

-

38,832

At 31 August 2023

294,416

657,529

27,999

979,944

Depreciation

At 1 September 2022

218,655

266,339

6,533

491,527

Charge for the year

36,677

72,135

5,600

114,412

At 31 August 2023

255,332

338,474

12,133

605,939

Carrying amount

At 31 August 2023

39,084

319,055

15,866

374,005

At 31 August 2022

75,761

352,358

21,466

449,585

Included within the net book value of land and buildings above is £39,084 (2022 - £75,761) in respect of long leasehold land and buildings.
 

6

Investments

2023
£

2022
£

Investments in subsidiaries

200

200

Subsidiaries

£

Cost or valuation

At 1 September 2022

200

Carrying amount

At 31 August 2023

200

At 31 August 2022

200

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Nature's Own Limited

Unit 8
Hanley Workshops
Hanley Road
Hanley Swan
Worcester
WR8 0DX

Ordinary shares

100%

100%

 

England

     

Biogrow Limited

Unit 8
Hanley Workshops
Hanley Road
Hanley Swan
Worcester
WR8 0DX

Ordinary shares

100%

100%

 

England

     

Subsidiary undertakings

Nature's Own Limited

The principal activity of Nature's Own Limited is that of a dormant company.

Biogrow Limited

The principal activity of Biogrow Limited is the growing of non-perennial crops.

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

7

Other financial assets (current and non-current)

Financial assets at fair value through profit and loss
£

Current financial assets

Cost or valuation

At 1 September 2022

804,299

Fair value adjustments

(10,257)

Additions

75,000

Disposals

(9,674)

At 31 August 2023

859,368

Carrying amount

At 31 August 2023

859,368

At 31 August 2022

804,299

8

Stocks

2023
£

2022
£

Finished goods and goods for resale

1,235,842

2,263,370

9

Debtors

2023
£

2022
£

Trade debtors

213,388

197,535

Prepayments

132,048

130,429

Other debtors

108,211

85,635

 

453,647

413,599

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

10

Creditors

Creditors: amounts falling due within one year

2023
£

2022
£

Due within one year

Trade creditors

364,684

208,293

Amounts owed to group undertakings and undertakings in which the company has a participating interest

200

200

Taxation and social security

251,879

190,593

Corporation tax

303,218

89,457

Other creditors

461,805

504,695

1,381,786

993,238

Due after one year

Other non-current financial liabilities

9,125

10,950

11

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £112,756 (2022 - £241,673).

The total amount of contingencies not included in the balance sheet is £Nil (2022 - £20,000).

12

Parent and ultimate parent undertaking

At 31 August 2023 the company was controlled by the AIM Foundation, a charity registered in the UK set up by Ian Marks, former Director of Cytoplan Limited by virtue of its 100% beneficial holding in the company's issued ordinary share capital. The parent undertaking of the largest and smallest group preparing group accounts is the AIM Foundation.

 The company's immediate parent is AIM Foundation, incorporated in England.

  These financial statements are available upon request from the Charity Commission.

 

 

Cytoplan Limited

Notes to the Financial Statements
for the Year Ended 31 August 2023

13

Non adjusting events after the financial period

On 30 November 2023 the former parent charitable company, AIM Foundation, gifted 100% of their ordinary shares shareholding in Cytoplan Limited to The Nutritional Wellbeing Foundation, a registered charity. Therefore the controlling party from 30 November 2023 is The Nutritional Wellbeing Foundation.

In September 2023, the Company purchased, and is subsequently refurbishing, land and buildings with an estimated total cost of £4,000,000.

14

Provisions for liabilities

£

£

Provision for unfunded pension payments

674,971

738,603

674,971

738,603

15

Audit Report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 18 April 2024 was Joseph Doggrell FCA BSc (Hons), who signed for and on behalf of Albert Goodman LLP.