Company registration number 05842333 (England and Wales)
FIRST NATURAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
FIRST NATURAL LIMITED
COMPANY INFORMATION
Directors
Mr R Russell
Mr S Shah
Secretary
Mr S Shah
Company number
05842333
Registered office
Millennium House
Unit 2, King Business Centre
Reeds Lane, Sayers Common
Hassocks
West Sussex
BN6 9LS
Auditor
Plummer Parsons Accountants Limited
4 Frederick Terrace
Frederick Place
Brighton
East Sussex
BN1 1AX
Business address
Millennium House
Unit 2, King Business Centre
Reeds Lane, Sayers Common
Hassocks
West Sussex
BN6 9LS
FIRST NATURAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 40
FIRST NATURAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 1 -

The directors present the strategic report for the year ended 30 April 2023.

Review of the business

During the year, net sales have decreased by 17.5% to £8.1 million (2022: £10.0 million) following the material disruption in the last year due to the Russian invasion of Ukraine and the subsequent material impacts of the cost of living crisis. The trading environment continued to be difficult during the year ended 30 April 2024, and, as a result, sales declined by a further 6% or approximately £400,000. The directors are pleased to say that the trading position has subsequently stabilised and that sales are forecast to recover to over £8.5million in the year ending 30 April 2025.

The company’s main customers remain high quality U.K. retailers including Holland & Barrett, Boots, Waitrose and Amazon. The company sells products under it’s own Tisserand brand and also undertakes contract manufacturing work for selected retailers.

The group operates in the natural health and wellbeing markets and remains one of the leading operators in the essential oil market. The group blends, bottles and undertakes product development work to provide natural wellbeing solutions for everyday problems such as sleep and stress.

Gross margins have decreased to 28.7% (2022: 32.2%) due to the significant input pressure following the invasion of Ukraine by Russia which in turn has led to the cost of living crisis. Whilst price increases were implemented there remains a lag in increasing prices to customers and, therefore, a number of costs had to be absorbed.

EBITDA decreased to loss of £0.4 million (2022: profit £0.3million) with EBITDA decreasing to -4.6% (2022: 2.5%) with fixed costs taking time to be removed from the operating cost base where possible.

 

As a result of the significant external events the group initiated a recovery plan during the year which we expect to realise operating cost savings of in excess of £0.5 million through a combination of procurement improvements and a reduction in personnel costs.

Principal risks and uncertainties

The operations of the group expose it to a variety of financial risks that include the effect of currency risk, credit risk and liquidity risk. The group use a range of practices to mitigate this risk including natural hedging for currency risks. The material increase in financial risk for the group has been the increase in interest rates through which the group’s cash interest costs continues to increase as the majority of it’s interest costs remains variable. Over 30% of the group’s interest cost, however, accrues to the term of it’s loans thereby minimising the immediate cash interest burden on the group.

Economic impact of global event

 

U.K. businesses continue to face a range of uncertainties following the impacts of Brexit, COVID 19, the Russian invasion of Ukraine and the cost of living crisis. These uncertainties continue to impact the group through increased input costs, supply chain disruptions, labour shortages and increased wage costs.

 

The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from input price increases which continue to be passed on to customers. The directors have taken account of these potential impacts in their going concern assessment.

 

The group continues to work with its partners to minimise any impacts of these events and continue to develop new opportunities across the next 3 years.

FIRST NATURAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 2 -
Key performance indicators

KPIs

2023

2022

 

 

Sales

 

8,247,544

 

9,999,900

 

(17.5%)

Cost of sales

(5,882,017)

(6,776,463)

 

Gross margin

2,365,527

3,223,437

 

GPM

28.7%

32.2%

 

Operating (loss)/profit

(872,188)

(340,414)

 

Add back: Share based payments

0

(9,552)

 

Add back: Depreciation

157,153

139,175

Note 12

Add back: Amortisation

337,624

349,763

Note 11

Add back: Exceptional costs

0

108,930

Note 4

Adjusted EBITDA*

(377,411)

247,902

(336.3%)

EBITDA Margin

(4.6%)

2.5%

 

 

* Adjusted EBITDA is after share based payment expense and exceptional costs.

On behalf of the board

Mr R Russell
Director
30 July 2024
FIRST NATURAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 3 -

The directors present their annual report and financial statements for the year ended 30 April 2023.

Principal activities

The principal activities of the group continued to be that of the bottling, marketing and sales of essential oils and personal care products under the "Tisserand" brand and under contract for third parties. The marketing and sales of specialised skin care products under the "Barefoot SOS" brand and the distribution of natural home care products under the "Colibri" and "Maroma" brands.

 

The principal activity of the parent company is the sale of the products of the group through its website and the raising of additional funds to support the growth of the group.

Results and dividends

The results for the year are set out on page 10.

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

Directors

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

Mr R Russell
Mr S Shah
Mr M R Palmer
(Resigned 1 July 2024)
Qualifying third party indemnity provisions

The directors benefit from a qualifying indemnity provision in the form permitted by section 234 of the companies Act 2006 in respect of certain third party actions against the directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Directors' Report.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred. In accordance with FRS 102, section 18 'Intangible Assets other than Goodwill', internally generated intangible assets will be capitalised: (i) where an asset has entered the development phase and the expected future expected economic benefits are attributable to the asset; (ii) it is probable that the future economic benefits of the asset will flow to the group; and (iii) the costs of the asset can be measured reliably. internally generated intangible assets are amortised on a straight-line basis over the useful lives of between one and five years in line with the expected product cycle of each produce. Where no internally generated intangible assets can be recognised, development expenditure is recognised as an expense in the period in which it incurred. The development expense incurred during the year was £1,610 credit (2022: £1,918 credit).

FIRST NATURAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 4 -
Going concern

The directors consider that potential sources of uncertainty affecting the group include the continuing consequences of Brexit, Covid 19, environmental sustainability , geopolitical events and the continuing squeeze on customers’ finances due to the cost of living crisis. Overall the directors consider the trading environment faced by the group to be challenging.

The group made a substantial loss in the year and draft accounts indicate that the subsidiary, First Natural Brands Limited, made a further loss of approximately £0.7 million in the year ended 30 April 2024. The directors have instigated a series of cost cutting measures and have discontinued low margin products in order to increase overall profitability.

 

The parent company, First Natural Limited, has given First Natural Brands Limited an unlimited guarantee to secure all of its liabilities.

 

Presently, the group is in breach of its loan covenants with regards to amounts owing to its bankers, Santander plc, who have indicated their willingness to work together with the group to improve its finances though they have not waived the covenant breaches. The group is dependent upon the continuing support of its bankers.

 

The directors are in the process of trying to secure additional finance either from shareholders and/ or new investors. Following the end of the financial year, the group raised £0.5million from its shareholders to strengthen the balance sheet.

 

As a result of the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Statement of disclosure to auditor

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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr R Russell
Director
30 July 2024
FIRST NATURAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2023
- 5 -

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

On behalf of the board
Mr R Russell
Director
30 July 2024
FIRST NATURAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FIRST NATURAL LIMITED
- 6 -
Opinion

We have audited the financial statements of First Natural Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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 Financial Reporting Standard 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:

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 group and parent 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.

Material uncertainty related to going concern

We draw attention to Note 1.4 in the financial statements, which indicates that the subsidiary company incurred a net loss of £0.7 million during the year ended 30 April 2024 and, as of that date, the subsidiary's total liabilities exceeded its total assets. As stated in Note 1.4, these events or conditions , along with other matters as set forth in Note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the subsidiary company's, and the group as a whole, ability to continue trading as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters
Except for the matters described in the Material uncertainty related to going concern section, we have determined that there are no other key audit matters to be communicated in our 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

Except for the matter described in the Basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

FIRST NATURAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FIRST NATURAL LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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.

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. The extent to which our procedures are capable of detecting such irregularities is detailed below:.

Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006, employment law, Data Protection Act, GDPR, and other relevant legislation.

We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, being FRS 102. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

FIRST NATURAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FIRST NATURAL LIMITED
- 8 -

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase income or reduce expenditure, related party transactions, management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included:

 

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

FIRST NATURAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FIRST NATURAL LIMITED
- 9 -

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Steven Griffen FCA FCCA (Senior Statutory Auditor)
For and on behalf of Plummer Parsons Accountants Limited
31 July 2024
Chartered Accountants
Statutory Auditor
4 Frederick Terrace
Frederick Place
Brighton
East Sussex
BN1 1AX
FIRST NATURAL LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
8,247,544
9,999,901
Cost of sales
(5,882,017)
(6,776,464)
Gross profit
2,365,527
3,223,437
Distribution costs
(27,052)
(43,776)
Administrative expenses
(3,210,663)
(3,443,140)
Other operating income
-
31,995
Exceptional item
4
-
0
(108,930)
Operating loss
5
(872,188)
(340,414)
Interest payable and similar expenses
9
(406,109)
(345,819)
Loss before taxation
(1,278,297)
(686,233)
Tax on loss
10
(286,688)
388,275
Loss for the financial year
29
(1,564,985)
(297,958)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
FIRST NATURAL LIMITED
GROUP BALANCE SHEET
AS AT
30 APRIL 2023
30 April 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
943,545
844,813
Tangible assets
12
437,774
580,824
1,381,319
1,425,637
Current assets
Stocks
15
1,979,666
2,265,807
Debtors
16
2,775,483
3,066,226
Cash at bank and in hand
205,554
537,645
4,960,703
5,869,678
Creditors: amounts falling due within one year
17
(3,329,114)
(3,020,725)
Net current assets
1,631,589
2,848,953
Total assets less current liabilities
3,012,908
4,274,590
Creditors: amounts falling due after more than one year
18
(2,620,613)
(2,327,291)
Net assets
392,295
1,947,299
Capital and reserves
Called up share capital
24
32,949
32,681
Share premium account
25
1,928,086
1,918,373
Other reserves
76,580
76,580
Profit and loss reserves
29
(1,645,320)
(80,335)
Total equity
392,295
1,947,299

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 30 July 2024 and are signed on its behalf by:
30 July 2024
Mr R Russell
Director
Company registration number 05842333 (England and Wales)
FIRST NATURAL LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2023
30 April 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
96,802
114,530
Investments
13
1,465,206
1,465,206
1,562,008
1,579,736
Current assets
Debtors
16
55,206
1,196,361
Cash at bank and in hand
24,696
20,942
79,902
1,217,303
Creditors: amounts falling due within one year
17
(97,766)
(206,603)
Net current (liabilities)/assets
(17,864)
1,010,700
Total assets less current liabilities
1,544,144
2,590,436
Creditors: amounts falling due after more than one year
18
(530,536)
(363,035)
Net assets
1,013,608
2,227,401
Capital and reserves
Called up share capital
24
32,949
32,681
Share premium account
25
1,928,086
1,918,373
Other reserves
115,715
115,715
Profit and loss reserves
29
(1,063,142)
160,632
Total equity
1,013,608
2,227,401

As permitted by s408 Companies Act 2006, the falsecompany has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,223,774 (2022 - £104,866 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 July 2024 and are signed on its behalf by:
30 July 2024
Mr R Russell
Director
Company registration number 05842333 (England and Wales)
FIRST NATURAL LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
- 13 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 May 2021
32,681
1,918,373
86,132
217,623
2,254,809
Year ended 30 April 2022:
Loss and total comprehensive income
-
-
-
(297,958)
(297,958)
Share based payment
-
-
(9,552)
-
(9,552)
Balance at 30 April 2022
32,681
1,918,373
76,580
(80,335)
1,947,299
Year ended 30 April 2023:
Loss and total comprehensive income
-
-
-
(1,564,985)
(1,564,985)
Issue of share capital
24
268
28,081
-
-
28,349
Other movements
-
(18,368)
-
-
(18,368)
Balance at 30 April 2023
32,949
1,928,086
76,580
(1,645,320)
392,295
FIRST NATURAL LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
- 14 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 May 2021
32,681
1,918,373
86,132
55,766
2,092,952
Year ended 30 April 2022:
Profit and total comprehensive income for the year
-
-
-
104,866
104,866
Share based payment
-
-
29,583
-
29,583
Balance at 30 April 2022
32,681
1,918,373
115,715
160,632
2,227,401
Year ended 30 April 2023:
Profit and total comprehensive income
-
-
-
(1,223,774)
(1,223,774)
Issue of share capital
24
268
28,081
-
-
28,349
Other movements
-
(18,368)
-
-
(18,368)
Balance at 30 April 2023
32,949
1,928,086
115,715
(1,063,142)
1,013,608
FIRST NATURAL LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
32
198,041
(509,127)
Income taxes refunded
123,095
-
Net cash inflow/(outflow) from operating activities
321,136
(509,127)
Investing activities
Purchase of intangible assets
(443,353)
(245,704)
Purchase of tangible fixed assets
(16,053)
(65,158)
Proceeds from disposal of tangible fixed assets
(3,912)
20,588
Net cash used in investing activities
(463,318)
(290,274)
Financing activities
Proceeds from issue of shares
28,349
-
Repayment of borrowings
8,774
-
Proceeds from new bank loans
-
1,835,747
Proceeds from new loan notes
-
76,924
Repayment of bank loans
219,975
(376,955)
Payment of finance leases obligations
(40,898)
(121,588)
Interest paid
(406,109)
(345,819)
Net cash (used in)/generated from financing activities
(189,909)
1,068,309
Net (decrease)/increase in cash and cash equivalents
(332,091)
268,908
Cash and cash equivalents at beginning of year
537,645
268,737
Cash and cash equivalents at end of year
205,554
537,645
FIRST NATURAL LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
33
41,811
(33,481)
Investing activities
Purchase of intangible assets
(997)
-
0
Net cash used in investing activities
(997)
-
Financing activities
Proceeds from issue of shares
28,349
-
Repayment of bank loans
-
76,924
Interest paid
(65,409)
(58,809)
Net cash (used in)/generated from financing activities
(37,060)
18,115
Net increase/(decrease) in cash and cash equivalents
3,754
(15,366)
Cash and cash equivalents at beginning of year
20,942
36,308
Cash and cash equivalents at end of year
24,696
20,942
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
- 17 -
1
Accounting policies
Company information

First Natural Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Millennium House, Unit 2, King Business Centre, Reeds Lane, Sayers Common, Hassocks, West Sussex, BN6 9LS.

 

The group consists of First Natural Limited and all of its subsidiaries.

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.

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.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company First Natural Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 April 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 18 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the group's ability to continue as a going concern.

The directors consider that potential sources of uncertainty affecting the group include the continuing consequences of Brexit, Covid 19, environmental sustainability , geopolitical events and the continuing squeeze on customers’ finances due to the cost of living crisis. Overall the directors consider the trading environment faced by the group to be challenging.

The group made a substantial loss in the year and draft accounts indicate that the subsidiary, First Natural Brands Limited, made a further loss of approximately £0.7 million in the year ended 30 April 2024. The directors have instigated a series of cost cutting measures and have discontinued low margin products in order to increase overall profitability.

 

The parent company, First Natural Limited, has given First Natural Brands Limited an unlimited guarantee to secure all of its liabilities.

 

Presently, the group is in breach of its loan covenants with regards to amounts owing to its bankers, Santander plc, who have indicated their willingness to work together with the group to improve its finances though they have not waived the covenant breaches. The group is dependent upon the continuing support of its bankers.

 

The directors are in the process of trying to secure additional finance either from shareholders and/ or new investors. Following the end of the financial year, the group raised £0.5million from its shareholders to strengthen the balance sheet.

 

As a result of the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.

 

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 19 -
1.5
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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

 

 

 

 

1.6
Research and development expenditure

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and, hence, all expenditure on research shall be recognised as an expense when it it incurred. Related enhanced tax claims are treated as grants, and recognised within 'Other operating income' in the financial statements.

 

Intangible assets are recognised from the development phase of a project if, and only if, certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits, and that its cost can be realisably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 2 to 5 years.

 

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost 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 on a systematic basis over its expected life, which is 5 years.

1.8
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.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 20 -

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
20% per annum
Development costs
20% - 50% per annum
Intellectual property
over 20 years
1.9
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.

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:

Leasehold improvements
over lease term
Plant and equipment
10% to 15% per annum
Fixtures and fittings
10% to 20% per annum
Computers
10% to 20% per annum

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 recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s (or CGU’s) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

1.12
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 upon on the cost of purchase on a first in, first out basis. The cost of finished goods includes the cost of import duties, inbound logistics, variable production overheads (including labour), materials and an element of fixed overheads. Stocks are written off in the ordinary course of business, where there may be obsolescence due to ageing or discontinuation of product ranges.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 21 -

At each reporting date, stocks area 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 the Statement of Comprehensive Income

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 group 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.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 22 -
Classification of financial liabilities

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 group after deducting all of its liabilities.

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.

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 through 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 group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 23 -
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 if, and only if, there is 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.

1.17
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.

1.18
Retirement benefits

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further obligations.

 

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in 'Other creditors' as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.

1.19
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

 

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 24 -
1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Foreign exchange

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end, foreign currency monetary items are translated using the closing exchange rate. Non-monetary items measured at historical cost are translated using the exchange rate applicable at the date of the transaction, and non-monetary items measured at fair value are translated using the exchange rate applicable when the fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translations using the period end exchange rate of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income.

1.22

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

1.23

Interest payable and similar expenses

Interest payable and similar expenses are charged to profit or loss over the term of the debt using the effective interest method, so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 25 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

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

Goodwill and intangible assets

On acquisition, the group determines a reliable estimate of the useful life of goodwill and intangible assets based upon factors such as the expected use of the acquired business, forecast of expected future results and cash flows, and any legal , regulatory or contractual provisions that can limit useful life. at each subsequent reporting date, the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the useful life of goodwill and intangible assets.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Assessing indicators of impairment

In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.

3
Turnover
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
6,901,722
8,056,994
Rest of the world
1,345,822
1,942,907
8,247,544
9,999,901
4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional costs
-
108,930
-
108,930
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
4
Exceptional item
(Continued)
- 26 -

Exceptional costs of £Nil (2022: £108,930) relate to the closure of the Market Rasen site in Lincolnshire.

5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(33,661)
2,002
Research and development costs
(1,610)
(1,918)
Depreciation of owned tangible fixed assets
134,587
108,312
Depreciation of tangible fixed assets held under finance leases
22,566
30,861
Loss on disposal of tangible fixed assets
5,862
17,248
Amortisation of intangible assets
344,623
349,763
Share-based payments
-
(9,552)
Operating lease charges
132,910
137,708
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,575
14,000
Audit of the financial statements of the company's subsidiaries
25,000
24,000
30,575
38,000
For other services
Taxation compliance services
1,500
6,600
All other non-audit services
2,925
7,500
4,425
14,100
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Production and research
20
32
3
3
Management and administration
43
38
-
-
Total
63
70
3
3
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
7
Employees
(Continued)
- 27 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,703,880
2,006,775
-
-
Social security costs
192,288
214,365
-
-
Pension costs
68,305
77,720
(4,625)
4,625
1,964,473
2,298,860
(4,625)
4,625
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
250,127
241,668
Company pension contributions to defined contribution schemes
6,259
11,055
256,386
252,723
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
125,322
127,264
Company pension contributions to defined contribution schemes
6,259
6,430

During the year, retirement benefits were accruing to 2 directors (2022: 2) in respect of defined contribution pension schemes.

 

The total remuneration of key management personnel of the group is £256,752 (2022: £668,941).

9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
226,090
97,440
Other interest on financial liabilities
80,606
98,164
306,696
195,604
Other finance costs:
Interest on finance leases and hire purchase contracts
72,005
84,232
Other interest
27,408
65,983
Total finance costs
406,109
345,819
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 28 -
10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(20,244)
(142,218)
Deferred tax
Origination and reversal of timing differences
306,932
(246,057)
Total tax charge/(credit)
286,688
(388,275)

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

2023
2022
£
£
Loss before taxation
(1,278,297)
(686,233)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(242,876)
(130,384)
Tax effect of expenses that are not deductible in determining taxable profit
117,995
2,935
Tax effect of income not taxable in determining taxable profit
-
0
(2,022)
Tax effect of utilisation of tax losses not previously recognised
(255)
-
0
Unutilised tax losses carried forward
35,236
-
0
Under/(over) provided in prior years
(20,244)
-
0
Deferred tax adjustments in respect of prior years
376,932
-
0
Fixed asset timing differences
89,900
5,279
Adjustments to brought forward values
-
0
(2,660)
Adjustments to tax charge in respect of prior periods
-
0
(142,218)
Remeasurement of deferred tax for changes in tax rates
-
(115,433)
Adjustments to tax charge in respect of prior periods - deferred tax
-
340,391
Movement in deferred tax not recognised
-
(344,163)
Tax credit on future research and development claims
(70,000)
-
Taxation charge/(credit)
286,688
(388,275)

Factors that may affect future tax charges

The U.K. Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom would increase from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is the new small profits rate. Where taxable profits exceed £250,000 the higher tax rate of 25% will apply. Where taxable profits are between £50,000 and £250,000, a marginal tax rate will apply as profits increase. These tax bands will be reduce dependent upon the number of associated companies form a group for tax purposes.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 29 -
11
Intangible fixed assets
Group
Patents & licences
Development costs
Intellectual property
Total
£
£
£
£
Cost
At 1 May 2022
230,480
1,188,189
867,253
2,285,923
Additions
243,606
198,750
997
443,353
At 30 April 2023
474,086
1,386,940
868,250
2,729,276
Amortisation and impairment
At 1 May 2022
165,597
747,790
527,722
1,441,108
Amortisation charged for the year
120,056
198,843
25,724
344,623
At 30 April 2023
285,653
946,632
553,446
1,785,731
Carrying amount
At 30 April 2023
188,433
440,308
314,804
943,545
At 30 April 2022
64,883
440,399
339,531
844,813
Company
Intellectual property
£
Cost
At 1 May 2022
169,253
Additions
997
At 30 April 2023
170,250
Amortisation and impairment
At 1 May 2022
54,723
Amortisation charged for the year
18,725
At 30 April 2023
73,448
Carrying amount
At 30 April 2023
96,802
At 30 April 2022
114,530
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 30 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 May 2022
148,919
590,745
35,624
275,228
1,050,516
Additions
220
566
5,013
10,254
16,053
Disposals
(1,725)
(56,835)
(4,336)
(7,518)
(70,414)
At 30 April 2023
147,414
534,476
36,301
277,964
996,155
Depreciation and impairment
At 1 May 2022
87,544
240,464
15,735
125,949
469,692
Depreciation charged in the year
33,601
64,473
5,512
53,567
157,153
Eliminated in respect of disposals
(1,581)
(54,080)
(3,981)
(8,822)
(68,464)
At 30 April 2023
119,564
250,857
17,266
170,694
558,381
Carrying amount
At 30 April 2023
27,850
283,619
19,035
107,270
437,774
At 30 April 2022
61,375
350,281
19,889
149,279
580,824
The company had no tangible fixed assets at 30 April 2023 or 30 April 2022.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and equipment
167,321
115,239
-
0
-
0
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
1,465,206
1,465,206
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
13
Fixed asset investments
(Continued)
- 31 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2022 and 30 April 2023
1,465,206
Carrying amount
At 30 April 2023
1,465,206
At 30 April 2022
1,465,206
14
Subsidiaries

Details of the company's subsidiaries at 30 April 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
First Natural Brands Ltd
Millennium House/Unit 2 King Business Centre, Reeds Lane, Sayers Common, Hassocks, West Sussex, BN6
Ordinary
100.00
15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
865,956
970,857
-
-
Finished goods and goods for resale
1,113,710
1,294,950
-
0
-
0
1,979,666
2,265,807
-
-

Inventories are stated after provisions for impairment of £Nil (2022: £Nil).

The parent company did not hold any stock at the year end.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 32 -
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,257,387
1,934,925
2,427
-
0
Corporation tax recoverable
-
0
123,095
-
0
-
0
Amounts owed by group undertakings
-
-
28,382
744,893
Other debtors
-
70,055
-
0
3,564
Prepayments and accrued income
345,212
458,335
1,176
2,898
2,602,599
2,586,410
31,985
751,355
Deferred tax asset (note 21)
172,884
479,816
23,221
445,006
2,775,483
3,066,226
55,206
1,196,361

Trade debtors are stated after provision for impairment of £Nil (2022: £5,433).

 

Included in the trade debtor balance shown above is £1,585,818 (2022: £1,338,473) which is subject to and given as security for an invoice discounting facility.

 

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

 

 

17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
19
140,996
197,992
-
0
167,501
Obligations under finance leases
20
13,877
39,702
-
0
-
0
Other borrowings
19
-
0
37,744
-
0
-
0
Trade creditors
1,189,247
978,463
10,813
174
Corporation tax payable
-
0
20,244
-
0
20,244
Other taxation and social security
164,111
115,799
6,387
634
Deferred income
22
26,864
11,770
-
0
-
0
Other creditors
1,599,742
1,370,322
712
3,625
Accruals and deferred income
194,277
248,689
79,854
14,425
3,329,114
3,020,725
97,766
206,603
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
17
Creditors: amounts falling due within one year
(Continued)
- 33 -

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

 

An unlimited company guarantee has been given by the company's parent, First Natural Limited.

 

In November 2021, the company entered into a refinance agreement with Santander UK plc. The company entered into 3 facilities with Santander:

 

Interest on the Growth Capital Loan is 5% per annum above the U.K. base rate of which 5% per annum is payable in cash on a quarterly basis, and 5% accrues to the term of the Growth Capital Loan. Interest on the trade loan is 3% above the Bank of England’s base rate. Interest on the confidential invoice discounting facility is 2.15% above Santander's base rate.

 

The above loans are secured by way of fixed and floating charges over all assets of the group.

 

The obligations under finance leases are secured by way of a charge over the assets held under finance lease agreements.

18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
2,453,162
2,176,191
530,536
363,035
Obligations under finance leases
20
11,769
26,842
-
0
-
0
Other borrowings
19
155,682
109,164
-
0
-
0
Deferred income
22
-
0
15,094
-
0
-
0
2,620,613
2,327,291
530,536
363,035

See note 17 for details of the terms and conditions relating to bank loans.

19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
2,594,158
2,374,183
530,536
530,536
Other loans
155,682
146,908
-
0
-
0
2,749,840
2,521,091
530,536
530,536
Payable within one year
140,996
235,736
-
0
167,501
Payable after one year
2,608,844
2,285,355
530,536
363,035

See note 17 for details of the terms and conditions relating to bank loans.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
19
Loans and overdrafts
(Continued)
- 34 -

Loan notes have been issued over a number of years in various tranches. Interest is payable quarterly at a fixed rate of 10%. Repayment has been extended in the 2020 year end to May 2024 in agreement with the loan note holders.

 

The 2022 loan notes issued in the year are unsecured, interest is payable monthly at a variable rate of 8% and are repayable 30 April 2023.

 

Repayment has been further extended in the 2023 year end to November 2025 in agreement with the loan note holders.

20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
16,337
42,162
-
0
-
0
In two to five years
14,232
29,429
-
0
-
0
30,569
71,591
-
-
Less: future finance charges
(4,923)
(5,047)
-
0
-
0
25,646
66,544
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

These amounts are secured by way of a charge over the assets held under finance lease contracts.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2023
2022
Group
£
£
Accelerated capital allowances
(102,081)
(102,514)
Tax losses
267,033
573,849
Short term timing differences
7,932
8,481
172,884
479,816
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
21
Deferred taxation
(Continued)
- 35 -
Assets
Assets
2023
2022
Company
£
£
Accelerated capital allowances
529
645
Tax losses
22,692
444,361
23,221
445,006
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 May 2022
(479,816)
(445,006)
Charge to profit or loss
306,932
421,785
Asset at 30 April 2023
(172,884)
(23,221)
22
Deferred income
Group
Company
2023
2022
2023
2022
£
£
£
£
Other deferred income
26,864
26,864
-
-

Deferred income is included in the financial statements as follows:

Current liabilities
26,864
11,770
-
0
-
0
Non-current liabilities
-
0
15,094
-
0
-
0
26,864
26,864
-
-
23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
68,305
77,720

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totalling £Nil (2022: £9,634) were payable to the fund at the reporting date and are included within 'Other creditors'.

FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 36 -
24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
3,294,890
3,268,041
32,949
32,681

During the year, the company issued 24,849 Ordinary shares of £0.01 each for an issue price of £1.00 each and a further 2,000 Ordinary shares of £0.01 each for an issue price of £1.75 each. The company received £28,349 in cash for the shares issued.

25
Share premium account
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
1,918,373
1,918,373
1,918,373
1,918,373
Issue of new shares
28,081
-
28,081
-
Other movements
(18,368)
-
(18,368)
-
At the end of the year
1,928,086
1,918,373
1,928,086
1,918,373

This reserve represents the consideration paid to the company in exchange for shares, which is in excess to the nominal value of the shares purchased.

 

26
Other reserves
2023
2022
Group
£
£
At the beginning of the year
76,580
86,132
Additions
-
(9,552)
At the end of the year
76,580
76,580
2023
2022
Company
£
£
At the beginning of the year
115,715
86,132
Additions
-
29,583
At the end of the year
115,715
115,715
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 37 -
27
Share warrants
Weighted average
2023
Weighted average
2022
exercise price/ pence
No.
exercise price/ pence
No.
Brought forward
104
155,250
104
155,250
Issued in year
-
-
-
-
Exercised
100
(28,000)
-
-
Lapsed
100
(7,500)
-
-
Carried forward
104
119,750
104
155,250
Warrants have an expiry period of 2-5 years, at which point the holder may subscribe to shares in the company at a ratio of 1:1.
28
Share based payments
Share options are granted to employees of the group, at the sole discretion of the Board. Options have a vesting period of 1.25 years, provided certain predetermined metrics have been achieved. Vested options are exercisable for a period of 10 years from the grant date thereof.
During the year, there were no cancelled EMI scheme share options.
Details of the share options outstanding during the year are as follows:
Weighted average exercise price
Weighted average exercise price
(pence)
Number
(pence)
Number
2023
2023
2022
2022
Brought forward
33.20
28,000
33.20
49,000
Issued in year
-
-
-
-
Exercised
-
-
-
-
Elapsed
-
-
33.20
(21,000)
Carried forward
33.20
28,000
33.20
28,000
2023
2022
£
£
Equity settled schemes
-
(9,552)
-
(9,552)
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 38 -
29
Profit and loss reserves
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
(80,335)
217,623
160,632
55,766
Profit/(loss) for the year
(1,564,985)
(297,958)
(1,223,774)
104,866
At the end of the year
(1,645,320)
(80,335)
(1,063,142)
160,632
30
Operating lease commitments
Lessee

Operating lease payments represent rentals payable on the premises from which the group operates.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
92,500
98,980
-
-
Between two and five years
49,383
135,403
-
-
141,883
234,383
-
-
31
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
256,752
668,941
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
31
Related party transactions
(Continued)
- 39 -
Transactions with related parties

The group has taken advantage of the exemption permitted in Section 33.1A ‘Related Party Disclosures’ of FRS 102, not to disclose transactions entered into with other wholly-owned members of the group.

At the year end, Robin Russell, a director, held £10,000 of loan notes (2022: £10,000) with £11,317 outstanding at the year-end. He also held nil £1.75 warrants (2022: 2,000 £1.75 warrants).

The spouse of Robin Russell held £10,000 (2022: £10,000) of loan notes during the year.

At the year end, Sanam Shah, a director, held £Nil of loan notes (2022: £20,000). He also held 1,500 £1 warrants and 2,000 £1.75 warrants (2022: 1,500 £1 and 2,000 £1.75 warrants).

The spouse of Sanam Shah held £10,000 (2022: £10,000) of loan notes during the year, with £10,934 outstanding at the year end.

At the year end, a sibling of Sanam Shah held 3,000 £1 warrants (2022: 3,000 £1 warrants).

At the year end, the spouse of Mark Palmer, who acted as a director during the year, held £10,000 of loan notes (2022: £10,000) with £10,934 outstanding at the year end.

At the year-end within accruals was £Nil (2022: £Nil) in respect of accrued directors salaries and employer’s pension contributions.

The group pays management fees of £600 per month to Mark Palmer, who was a director during the period.

 

32
Cash generated from/(absorbed by) group operations
2023
2022
£
£
Loss for the year after tax
(1,564,985)
(297,958)
Adjustments for:
Taxation charged/(credited)
286,688
(388,275)
Finance costs
406,109
345,819
Loss on disposal of tangible fixed assets
5,862
17,248
Amortisation and impairment of intangible assets
344,623
349,763
Depreciation and impairment of tangible fixed assets
157,151
139,175
Share based payment expense
(18,368)
(9,552)
Corporation tax received
-
123,095
Movements in working capital:
Decrease in stocks
286,141
419,668
(Increase)/decrease in debtors
(139,284)
871,212
Increase/(decrease) in creditors
434,104
(2,079,322)
Cash generated from/(absorbed by) operations
198,041
(509,127)
FIRST NATURAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 40 -
33
Cash generated from/(absorbed by) operations - company
2023
2022
£
£
(Loss)/profit for the year after tax
(1,223,774)
104,866
Adjustments for:
Taxation charged/(credited)
401,541
(104,615)
Finance costs
65,409
58,809
Amortisation and impairment of intangible assets
18,725
18,723
Equity settled share based payment expense
(18,368)
39,135
Movements in working capital:
Decrease/(increase) in debtors
719,370
(148,396)
Increase/(decrease) in creditors
78,908
(2,003)
Cash generated from/(absorbed by) operations
41,811
(33,481)
34
Analysis of changes in net debt - group
1 May 2022
Cash flows
30 April 2023
£
£
£
Cash at bank and in hand
537,645
(332,091)
205,554
Borrowings excluding overdrafts
(2,521,091)
(228,749)
(2,749,840)
Obligations under finance leases
(66,544)
40,898
(25,646)
(2,049,990)
(519,942)
(2,569,932)
35
Analysis of changes in net debt - company
1 May 2022
Cash flows
30 April 2023
£
£
£
Cash at bank and in hand
20,942
3,754
24,696
Borrowings excluding overdrafts
(530,536)
-
(530,536)
(509,594)
3,754
(505,840)
36
Post Balance Sheet Events

The company issued in July 2023 6,160,417 Ordinary shares of £0.01 each at an issue price of £0.08 per share raising £492,833 in additional capital. The company also proposed the issue of warrants to subscribe up to 320,000 Ordinary shares of £0.01 each in the capital of the company.

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