Company registration number 06559822 (England and Wales)
AGRONATURALIS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 AUGUST 2023
PAGES FOR FILING WITH REGISTRAR
10 Bridge Street
Christchurch
Dorset
BH23 1EF
AGRONATURALIS LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2 - 3
Statement of changes in equity
4
Notes to the financial statements
5 - 13
AGRONATURALIS LIMITED
BALANCE SHEET
AS AT 31 AUGUST 2023
31 August 2023
- 2 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
2,206,023
2,166,306
Tangible assets
5
2,503
875
2,208,526
2,167,181
Current assets
Stocks
424,324
968,757
Debtors
6
294,297
919,823
Cash at bank and in hand
660,846
600,283
1,379,467
2,488,863
Creditors: amounts falling due within one year
7
(461,150)
(1,781,149)
Net current assets
918,317
707,714
Total assets less current liabilities
3,126,843
2,874,895
Creditors: amounts falling due after more than one year
8
(1,077,550)
Net assets
2,049,293
2,874,895
Capital and reserves
Called up share capital
1,000
1,050
Capital redemption reserve
50
Profit and loss reserves
2,048,243
2,873,845
Total equity
2,049,293
2,874,895
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
AGRONATURALIS LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2023
31 August 2023
- 3 -
The financial statements were approved by the board of directors and authorised for issue on 28 March 2024 and are signed on its behalf by:
Mr T A Smith
Director
Company Registration No. 06559822
AGRONATURALIS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
- 4 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2021
1,050
2,306,270
2,307,320
Year ended 31 August 2022:
Profit and total comprehensive income for the year
-
-
567,575
567,575
Balance at 31 August 2022
1,050
2,873,845
2,874,895
Year ended 31 August 2023:
Profit and total comprehensive income for the year
-
-
251,948
251,948
Own shares acquired
-
-
(1,077,550)
(1,077,550)
Redemption of shares
(50)
50
Balance at 31 August 2023
1,000
50
2,048,243
2,049,293
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
- 5 -
1
Accounting policies
Company information
Agronaturalis Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 2 Crown House, 2 Southampton Road, Ringwood, Hampshire, BH24 1HY.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services 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.
1.3
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation 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:
Patents & licences
up to 10 years
Development costs
up to 16 years
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 6 -
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:
Fixtures and fittings
25% on cost
Computer equipment
33% - 50% on cost
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.
1.6
Impairment of fixed assets
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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.
1.7
Stocks
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, direct labour costs and 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.
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 7 -
1.8
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.
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.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
1.9
Equity instruments
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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current 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.
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 8 -
Deferred tax
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.
1.11
Employee benefits
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.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Foreign exchange
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.
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 9 -
2
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.
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
The fixed asset depreciation/amortisation charges are derived from the estimated useful economic life and residual value of the asset. These are reviewed annually alongside any impairment indicators. Development costs are capitalised once a product has received certification and the directors believe the project to be commercially viable and technically feasible.
The directors assess the closing debtor balances for recoverability and those not considered probable of recovery are provided for in full. For the current year, the directors have assessed the balances outstanding and consider no provision to be required against these.
Accruals for goods or services not yet invoiced are estimated based on historic activity with the supplier or quotations received ahead of invoicing. Prepayments are based on actual invoices received and costs allocated across the relevant accounting period on a straight line basis of the time period in which the service relates to.
Stock is held at the lower of cost and net realisable value which is based on the estimated sales value of the asset at the year end.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
5
4
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 10 -
4
Intangible fixed assets
Patents & licences
Development costs
Total
£
£
£
Cost
At 1 September 2022
39,486
2,407,500
2,446,986
Additions
18,210
195,977
214,187
At 31 August 2023
57,696
2,603,477
2,661,173
Amortisation and impairment
At 1 September 2022
10,470
270,210
280,680
Amortisation charged for the year
5,186
169,284
174,470
At 31 August 2023
15,656
439,494
455,150
Carrying amount
At 31 August 2023
42,040
2,163,983
2,206,023
At 31 August 2022
29,016
2,137,290
2,166,306
5
Tangible fixed assets
Fixtures and fittings
Computer equipment
Total
£
£
£
Cost
At 1 September 2022
500
750
1,250
Additions
249
2,073
2,322
At 31 August 2023
749
2,823
3,572
Depreciation and impairment
At 1 September 2022
125
250
375
Depreciation charged in the year
187
507
694
At 31 August 2023
312
757
1,069
Carrying amount
At 31 August 2023
437
2,066
2,503
At 31 August 2022
375
500
875
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 11 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
70,045
566,910
Amounts owed by group undertakings
147,522
Other debtors
4,099
20,222
Prepayments and accrued income
105,331
9,355
179,475
744,009
Deferred tax asset
114,822
175,814
294,297
919,823
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
137,525
571,692
Taxation and social security
5,338
730
Other creditors
1,158,197
Accruals and deferred income
318,287
50,530
461,150
1,781,149
Included within trade creditors is related party balances of £28,021 (2022: £17,982).
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
1,077,550
Included within other creditors is a loan from the parent company for £1,077,550 (2022: £1,158,197 shown in other creditors under 1 year). The loan is assessed annually and on a rolling year and one day agreement.
9
Secured debts
HSBC holds a fixed charge over the company's cash deposit accounts.
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 12 -
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Dean Pullen FCCA
Statutory Auditor:
TC Group
11
Capital commitments
Amounts contracted for but not provided in the financial statements: £148,298 (2022: £nil).
12
Related party transactions
Transactions with related parties
De Sangosse SAS is the parent company and majority shareholder of Agronaturalis Limited.
During the year the company made sales to De Sangosse SAS totalling £2,984,998 (2022: £1,693,077) and purchases from De Sangosse SAS totalling £51,299. As at 31 August 2023, De Sangosse SAS was owed £14,599 shown in trade creditors from the purchase of goods (2022: £147,522 owed to the company from sales of goods).
The previous intercompany loan from De Sangosse SAS with a balance of £1,158,197 was settled during the year which was outstanding at the end of the prior period. In addition to this, another loan was issued for £1,077,550, The loan term is a 12 month and 1 day rolling contract which is shown in other long term creditors. Interest charged in the period on all related party loans totalled £41,497 (2022: £23,975).
During the year a loan was issued by De Sangosee Ltd, a company connected to De Sangosse SAS for £515,907 and was fully repaid in the year. Interest charged in the period on all related party loans totalled £41,497 (2022: £23,975).
During the year the company made sales to Liphatech SAS, a company connected to De Sangosse SAS totalling £140,765 (2022: £190,974). As at 31 August 2023, Liphatech SAS owed Agronaturalis Limited £nil (2022: £81,655).
During the year the company purchased technical marketing and support services from DS Soluciones Agricolas Modernas S.L.U, a company connected to De Sangosse SAS. Transactions in the year totalled £13,422(2022: £nil) and the balance was still outstanding at the year end (2022: £nil).
During the year the company purchased accounting services from Base Camp Accounting Ltd and Seven Goals Limited, companies controlled by director T Smith. Transactions in the year totalled £14,085 (2022: £45,480) and the balance outstanding at the year end was £nil (2022: £3,198).
During the year the company purchased marketing and product management services from RM Agri-Services Limited, a company controlled by director R J Milling. Transactions in the year totalled £23,431 (2022: £75,484) and the balance outstanding at the year end was £nil (2022: £5,821).
AGRONATURALIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 13 -
13
Parent company
The ultimate controlling parent company is De Sangosse SAS, a company incorporated in France.
There is no single controlling party of De Sangosse SAS as there is no single majority shareholder at 31 August 2023.
De Sangosse SAS is the only group of which the company is a member for which group financial statements are drawn up. The consolidated financial statements of De Sangosse SAS are available to the public from the French registry and may be obtained from De Sangosse SAS Bonnel BP 5 Pont Du Casse, 47480, France.