Company registration number 08544592 (England and Wales)
GROWUP FARMS LIMITED
Financial Statements
For The Year Ended 31 December 2023
Pages For Filing With Registrar
GrowUp Farms Limited
GROWUP FARMS LIMITED
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 9
GrowUp Farms Limited
GROWUP FARMS LIMITED
Balance Sheet
As At 31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
43,627,878
20,981,930
Investments
5
531,077
531,077
44,158,955
21,513,007
Current assets
Stocks
79,715
-
Debtors
7
8,181,192
7,461,684
Cash at bank and in hand
8,090,210
7,221,223
16,351,117
14,682,907
Creditors: amounts falling due within one year
8
(4,126,303)
(2,946,851)
Net current assets
12,224,814
11,736,056
Total assets less current liabilities
56,383,769
33,249,063
Creditors: amounts falling due after more than one year
9
(72,235,076)
(34,775,896)
Provisions for liabilities
(4,793,814)
(4,592,823)
Net liabilities
(20,645,121)
(6,119,656)
Capital and reserves
Called up share capital
81
81
Share premium account
1,896,650
1,896,650
Profit and loss reserves
(22,541,852)
(8,016,387)
Total equity
(20,645,121)
(6,119,656)

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.

The financial statements were approved by the board of directors and authorised for issue on 19 July 2024 and are signed on its behalf by:
Mr RM Whately
Director
Company registration number 08544592 (England and Wales)
GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements
For The Year Ended 31 December 2023
- 2 -
1
Accounting policies
Company information

GrowUp Farms Limited is a private company limited by shares incorporated in England and Wales. The registered office is One, Glass Wharf, Bristol, Avon, England, BS2 0ZX.

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, The principal accounting policies adopted are set out below.

1.2
Going concern

In determining the appropriate basis for preparation of the financial statements, the directors are required to consider whether the Company can continue in operational existence for the foreseeable future, being a period not less than twelve months from the date of approval of the financial statements.

 

As part of this assessment, the directors have prepared detailed cashflow forecasts including severe but plausible downside scenarios in order to identify and analyse potential stresses to the business, thereby highlighting mitigating actions that could be taken to ensure that the company has sufficient funds to meet liabilities as they fall due over 12 months from signing the financial statements. This assessment took into account the additional funds raised through the refinancing post year end as set out within note 13 to the financial statement. As a result of this, management are confident that the business has the resources, funding and strategic flexibility to continue operating and to maintain liquidity for at least the next 12 months from signing of the financial statements, and therefore the company continues to adopt the going concern basis in preparing its financial statements.

1.3
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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer on delivery of the produce, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
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:

Plant and equipment
10% per annum on a straight line basis
Fixtures and fittings
10% per annum on a straight line basis
Computers
10% per annum on a straight line basis
Vertical Farm Unit - building
5% per annum on a straight line basis
Vertical Farm Unit - plant and machinery
10% per annum on a reducing balance basis
GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 3 -

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.

Assets under construction are not depreciated.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible fixed assets and fixed asset investments 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 is estimated to be less than its carrying amount, the carrying amount of the asset 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 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 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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.8
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.

GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 4 -
1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 company 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.

1.10
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.

1.11
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.

GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 5 -
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.

1.12
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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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.

GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 6 -
3
Employees

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

2023
2022
Number
Number
Total
39
8
4
Tangible fixed assets
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Vertical Farm Unit
Total
£
£
£
£
£
£
Cost
At 1 January 2023
-
0
-
0
-
0
199,404
21,095,189
21,294,593
Additions
19,113,983
40,633
25,688
180,179
5,287,423
24,647,906
At 31 December 2023
19,113,983
40,633
25,688
379,583
26,382,612
45,942,499
Depreciation and impairment
At 1 January 2023
-
0
-
0
-
0
3,151
309,512
312,663
Depreciation charged in the year
-
0
1,237
1,655
31,546
1,967,520
2,001,958
At 31 December 2023
-
0
1,237
1,655
34,697
2,277,032
2,314,621
Carrying amount
At 31 December 2023
19,113,983
39,396
24,033
344,886
24,105,580
43,627,878
At 31 December 2022
-
0
-
0
-
0
196,253
20,785,677
20,981,930

During the year the company capitalised borrowing costs amounting to £1,204,274 (2022: £1,841,134) on qualifying assets. Included in the net book value as at 31 December 2023 are £2,843,385 of capitalised borrowing costs (2022: £1,821,234).

5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
531,077
531,077
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
6
Subsidiaries
(Continued)
- 7 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Buchanan Farms Ltd
One, Glass Wharf, Bristol, England, BS2 0ZX
Ordinary
100.00
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
110,873
68,415
Amounts owed by group undertakings
1,831,500
1,591,500
Other debtors
858,107
678,399
Prepayments and accrued income
586,898
530,547
3,387,378
2,868,861
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 10)
4,793,814
4,592,823
Total debtors
8,181,192
7,461,684

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
1,066,349
733,788
Amounts owed to group undertakings
1,140,039
853,223
Taxation and social security
84,385
13,253
Other creditors
119,566
110,854
Accruals and deferred income
1,715,964
1,235,733
4,126,303
2,946,851

Amounts owed to group undertakings are interest free and are unsecured due within one year relate to trading balances and are repayable by 30 January 2024.

GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 8 -
9
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
12,594,336
602,714
Other creditors
59,640,740
34,173,182
72,235,076
34,775,896

Other creditors consists of a loan secured by a mortgage debenture incorporating a fixed and floating charge over all assets owned by the company, which is due for repayment in September 2036. Interest is charged at 10% per annum

 

Amounts owed to group undertakings due after more than one year are subordinated to the other loans and as such does not fall due until the other loans have been repaid, these are unsecured and interest free.

Creditors which fall due after five years are as follows:
2023
2022
£
£
Payable by instalments
-
25,253,981
Payable other than by instalments
12,594,336
602,714
12,594,336
25,856,695
10
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Balances:
£
£
£
£
Accelerated capital allowances
4,793,814
4,592,823
-
-
Tax losses
-
-
4,793,814
4,592,823
4,793,814
4,592,823
4,793,814
4,592,823

The company has a further unrecognised deferred tax asset in relation taxable trading losses carried forward of £7,347,474 (2022:£3,147,455) which have not been recognised due to lack of certainty over future taxable profits.

11
Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £8,819 (2022: £796) were payable to the fund at the balance sheet date and are included in creditors.

GrowUp Farms Limited
GROWUP FARMS LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 9 -
12
Capital commitments

Amounts contracted for but not provided in the financial statements at the year end:

2023
2022
£
£
Acquisition of tangible fixed assets
5,265,470
-
13
Events after the reporting date

During the current and prior year Generate Lending Llc provided finance facilities to the parent company and its subsidiaries on 20 June 2024. A fixed and floating charge was placed over the land at Discovery Park, Sandwich, leased to the company by a lease dated 5 October 2021 between Buchanan Farms Limited and the company.

 

 

14
Related party transactions

The company has taken advantage of the provision contained within Section 33.1A of FRS102 to not disclose transactions with other wholly owned subsidiaries of the same group.

15
Parent company

The company is a wholly owned subsidiary of GrowUp Group Limited, a company registered in England and Wales which is the company's immediate and ultimate parent and ultimate controlling party, and the smallest and largest group to consolidate these financial statements. Financial statements of GrowUp Group Limited can be obtained from the company secretary at One Glass Wharf, Bristol, England, BS2 0ZX.

16
Audit report information

The auditor's report on these financial statements was unqualified and there were no matters to which the auditor drew attention by way of emphasis. The auditor's report was signed on 19 July 2024 by Sophie Murton, FCA (Senior Statutory Auditor) for and on behalf of Grant Thornton UK LLP (Statutory Auditor), 5 Benham Road, Benham Campus, Southampton Science Park, Chilworth, Southampton, Hampshire, SO16 7QJ .

2023-12-312023-01-01false19 July 2024CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedMr F LaingMr H J Hamilton StubberE K Brass HofmanB D Heathcoat AmoryT C WebsterMr R M Whatelyfalsefalse085445922023-01-012023-12-31085445922023-12-31085445922022-12-3108544592core:ConstructionInProgressAssetsUnderConstruction2023-12-3108544592core:PlantMachinery2023-12-3108544592core:FurnitureFittings2023-12-3108544592core:ComputerEquipment2023-12-3108544592core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-12-3108544592core:ConstructionInProgressAssetsUnderConstruction2022-12-3108544592core:PlantMachinery2022-12-3108544592core:FurnitureFittings2022-12-3108544592core:ComputerEquipment2022-12-3108544592core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-3108544592core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3108544592core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3108544592core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3108544592core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3108544592core:CurrentFinancialInstruments2023-12-3108544592core:CurrentFinancialInstruments2022-12-3108544592core:Non-currentFinancialInstruments2023-12-3108544592core:Non-currentFinancialInstruments2022-12-3108544592core:Non-currentFinancialInstrumentscore:MoreThanFiveYears2023-12-3108544592core:Non-currentFinancialInstrumentscore:MoreThanFiveYears2022-12-3108544592core:ShareCapital2023-12-3108544592core:ShareCapital2022-12-3108544592core:SharePremium2023-12-3108544592core:SharePremium2022-12-3108544592core:RetainedEarningsAccumulatedLosses2023-12-3108544592core:RetainedEarningsAccumulatedLosses2022-12-3108544592bus:Director62023-01-012023-12-3108544592core:PlantMachinery2023-01-012023-12-3108544592core:FurnitureFittings2023-01-012023-12-3108544592core:ComputerEquipment2023-01-012023-12-3108544592core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-01-012023-12-3108544592core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipment2023-01-012023-12-31085445922022-01-012022-12-3108544592core:ConstructionInProgressAssetsUnderConstruction2022-12-3108544592core:PlantMachinery2022-12-3108544592core:FurnitureFittings2022-12-3108544592core:ComputerEquipment2022-12-3108544592core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-31085445922022-12-3108544592core:ConstructionInProgressAssetsUnderConstruction2023-01-012023-12-310854459212023-01-012023-12-3108544592bus:PrivateLimitedCompanyLtd2023-01-012023-12-3108544592bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3108544592bus:FRS1022023-01-012023-12-3108544592bus:Audited2023-01-012023-12-3108544592bus:Director12023-01-012023-12-3108544592bus:Director22023-01-012023-12-3108544592bus:Director32023-01-012023-12-3108544592bus:Director42023-01-012023-12-3108544592bus:Director52023-01-012023-12-3108544592bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP