Company registration number 11468710 (England and Wales)
GROWUP GROUP LIMITED
Consolidated Financial Statements
For The Year Ended 31 December 2023
Pages For Filing With Registrar
GrowUp Group Limited
GROWUP GROUP LIMITED
Contents
Page
Group balance sheet
1
Company balance sheet
2
Group statement of changes in equity
3
Company statement of changes in equity
4
Notes to the financial statements
5 - 18
GrowUp Group Limited
GROWUP GROUP LIMITED
Group Balance Sheet
As At 31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
407,262
511,509
Tangible assets
5
46,852,321
23,396,925
47,259,583
23,908,434
Current assets
Stocks
79,715
-
Debtors
8
7,266,013
6,504,160
Cash at bank and in hand
10,012,981
10,936,298
17,358,709
17,440,458
Creditors: amounts falling due within one year
9
(20,119,052)
(5,927,842)
Net current (liabilities)/assets
(2,760,343)
11,512,616
Total assets less current liabilities
44,499,240
35,421,050
Creditors: amounts falling due after more than one year
10
(59,640,740)
(34,173,182)
Provisions for liabilities
(5,160,875)
(4,607,936)
Net liabilities
(20,302,375)
(3,360,068)
Capital and reserves
Called up share capital
572
572
Share premium account
7,853,379
7,853,379
Profit and loss reserves
(28,156,326)
(11,214,019)
Total equity
(20,302,375)
(3,360,068)
The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.
These financial statements have been prepared in accordance with the provisions applicable to groups and 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:
19 July 2024
Mr RM Whately
Director
Company registration number 11468710 (England and Wales)
GrowUp Group Limited
GROWUP GROUP LIMITED
Company Balance Sheet
As At 31 December 2023
31 December 2023
- 2 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
450,060
558,517
Tangible assets
5
1,484,008
914,560
Investments
6
145,137
145,137
2,079,205
1,618,214
Current assets
Debtors falling due after more than one year
8
12,961,397
602,714
Debtors falling due within one year
8
1,689,295
1,487,201
Cash at bank and in hand
1,922,771
3,715,075
16,573,463
5,804,990
Creditors: amounts falling due within one year
9
(17,132,788)
(3,834,218)
Net current (liabilities)/assets
(559,325)
1,970,772
Total assets less current liabilities
1,519,880
3,588,986
Provisions for liabilities
(367,061)
(15,113)
Net assets
1,152,819
3,573,873
Capital and reserves
Called up share capital
572
572
Share premium account
7,853,379
7,853,379
Profit and loss reserves
(6,701,132)
(4,280,078)
Total equity
1,152,819
3,573,873
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,421,054 (2022 - £578,270 loss).
These financial statements have been prepared 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:
19 July 2024
Mr RM Whately
Director
Company registration number 11468710 (England and Wales)
GrowUp Group Limited
GROWUP GROUP LIMITED
Group Statement Of Changes In Equity
For The Year Ended 31 December 2023
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
488
7,319,001
(5,411,859)
1,907,630
Year ended 31 December 2022:
Loss and total comprehensive expense
-
-
(5,802,160)
(5,802,160)
Issue of share capital
84
534,378
-
534,462
Balance at 31 December 2022
572
7,853,379
(11,214,019)
(3,360,068)
Year ended 31 December 2023:
Loss and total comprehensive expense
-
-
(16,942,307)
(16,942,307)
Balance at 31 December 2023
572
7,853,379
(28,156,326)
(20,302,375)
GrowUp Group Limited
GROWUP GROUP LIMITED
Company Statement Of Changes In Equity
For The Year Ended 31 December 2023
- 4 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
488
7,319,001
(3,701,808)
3,617,681
Year ended 31 December 2022:
Loss and total comprehensive expense for the year
-
-
(578,270)
(578,270)
Issue of share capital
84
534,378
-
534,462
Balance at 31 December 2022
572
7,853,379
(4,280,078)
3,573,873
Year ended 31 December 2023:
Loss and total comprehensive expense
-
-
(2,421,054)
(2,421,054)
Balance at 31 December 2023
572
7,853,379
(6,701,132)
1,152,819
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements
For The Year Ended 31 December 2023
- 5 -
1
Accounting policies
Company information
GrowUp Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is One Glass Wharf, Bristol, Avon, England, BS2 0ZX.
The group consists of GrowUp Group 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 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 company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
The principal accounting policies adopted are set out below.
1.2
Business combinations
On consolidated 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 GrowUp Group 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 31 December 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.
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 6 -
1.4
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 run 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 group has sufficient funds to meet liabilities as they fall due over the next 12 months. As a result of this and other workstreams, 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, and therefore the company and group continues to adopt the going concern basis in preparing its consolidated financial statements.
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.
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.
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.7
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.
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:
Intellectual property
10 years straight line
Trademark
10 years straight line
1.8
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.
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 7 -
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:
Freehold land
Not depreciated
Plant and equipment
10 years straight line
Fixtures and fittings
4-10 years straight line
Computers
5-10 years straight line
Vertical farm unit - building
20 years straight line
Vertical farm unit - plant and machinery
10% reducing balance
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.
1.9
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.
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 8 -
1.11
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.
1.12
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.
1.13
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 or company's balance sheet when the group or company 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.
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.
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 9 -
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.
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 or company's contractual obligations expire or are discharged or cancelled.
1.14
Equity instruments
Equity instruments issued by the group or 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 group or company.
1.15
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 and company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
1
Accounting policies
(Continued)
- 10 -
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.
1.16
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 group or company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
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.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group and 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 Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 11 -
3
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
Total
66
21
31
21
4
Intangible fixed assets
Group
Intellectual property
Trademark
Total
£
£
£
Cost
At 1 January 2023
1,152,785
-
1,152,785
Additions
11,606
11,606
At 31 December 2023
1,152,785
11,606
1,164,391
Amortisation and impairment
At 1 January 2023
641,276
-
641,276
Amortisation charged for the year
115,283
570
115,853
At 31 December 2023
756,559
570
757,129
Carrying amount
At 31 December 2023
396,226
11,036
407,262
At 31 December 2022
511,509
-
511,509
Company
Intellectual property
Trademark
Total
£
£
£
Cost
At 1 January 2023
1,194,929
-
1,194,929
Additions
11,606
11,606
At 31 December 2023
1,194,929
11,606
1,206,535
Amortisation and impairment
At 1 January 2023
636,412
-
636,412
Amortisation charged for the year
119,493
570
120,063
At 31 December 2023
755,905
570
756,475
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
4
Intangible fixed assets
(Continued)
- 12 -
Carrying amount
At 31 December 2023
439,024
11,036
450,060
At 31 December 2022
558,517
-
558,517
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 13 -
5
Tangible fixed assets
Group
Freehold land
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Vertical Farm Units
Total
£
£
£
£
£
£
£
Cost
At 1 January 2023
2,122,577
765,843
217,818
20,630,520
23,736,758
Additions
240,000
19,488,242
40,633
33,812
193,185
5,580,573
25,576,445
Transfers
(1,140,102)
632
1,139,470
At 31 December 2023
2,362,577
19,113,983
40,633
34,444
411,003
27,350,563
49,313,203
Depreciation and impairment
At 1 January 2023
10,545
329,288
339,833
Depreciation charged in the year
1,237
2,590
35,224
2,081,998
2,121,049
Transfers
171
(171)
At 31 December 2023
1,237
2,761
45,769
2,411,115
2,460,882
Carrying amount
At 31 December 2023
2,362,577
19,113,983
39,396
31,683
365,234
24,939,448
46,852,321
At 31 December 2022
2,122,577
765,843
207,273
20,301,232
23,396,925
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 14 -
Company
Assets under construction
Fixtures and fittings
Computers
Vertical Farm Units
Total
£
£
£
£
£
Cost
At 1 January 2023
765,843
18,415
157,472
941,730
Additions
374,259
8,124
13,006
293,150
688,539
Transfers
(1,140,102)
632
1,139,470
At 31 December 2023
8,756
31,421
1,590,092
1,630,269
Depreciation and impairment
At 1 January 2023
7,394
19,776
27,170
Depreciation charged in the year
935
3,678
114,478
119,091
Transfers
171
(171)
At 31 December 2023
1,106
11,072
134,083
146,261
Carrying amount
At 31 December 2023
7,650
20,349
1,456,009
1,484,008
At 31 December 2022
765,843
11,021
137,696
914,560
During the year the group 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).
6
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
145,137
145,137
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
145,137
Carrying amount
At 31 December 2023
145,137
At 31 December 2022
145,137
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 15 -
7
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
GrowUp Farms Limited
One, Glass Wharf, Bristol, England, BS2 0ZX
Trading
Ordinary
100.00
-
Buchanan Farms Ltd
One, Glass Wharf, Bristol, England, BS2 0ZX
Investment
Ordinary
-
100.00
8
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
110,874
68,415
-
-
Amounts owed by group undertakings
-
-
1,140,039
853,223
Other debtors
1,005,305
814,155
147,198
135,757
Prepayments and accrued income
988,959
1,013,654
402,058
483,108
2,105,138
1,896,224
1,689,295
1,472,088
Deferred tax asset (note 12)
-
15,113
-
15,113
2,105,138
1,911,337
1,689,295
1,487,201
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
12,594,336
602,714
Deferred tax asset (note 12)
5,160,875
4,592,823
367,061
-
5,160,875
4,592,823
12,961,397
602,714
Total debtors
7,266,013
6,504,160
14,650,692
2,089,915
Amounts owed by group undertakings due after more than one year are subordinated to the other loans reflected with creditors falling due after more than one year and as such do not fall due until the other loans have been repaid.
Amounts owed by group undertakings, which are interest free and unsecured, are due within one year relate to trading balances and are repayable by 31 January 2024.
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 16 -
9
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Note
£
£
£
£
Other borrowings
11
15,833,934
3,142,514
15,833,934
3,142,514
Trade creditors
1,495,333
977,838
428,984
244,050
Other taxation and social security
652,064
310,561
567,679
297,309
Other creditors
133,467
119,604
13,901
8,750
Accruals and deferred income
2,004,254
1,377,325
288,290
141,595
20,119,052
5,927,842
17,132,788
3,834,218
10
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Other creditors
59,640,740
34,173,182
-
-
Amounts included above which fall due after five years are as follows:
Payable by instalments
59,640,740
34,173,182
-
-
11
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
75,474,674
37,315,696
15,833,934
3,142,514
Payable within one year
15,833,934
3,142,514
15,833,934
3,142,514
Payable after one year
59,640,740
34,173,182
-
-
The Group’s financing facilities with Generate Lending Llc are secured by way of fixed and floating charges over the shares held in Growup Farms Limited and the land at Discovery Park, Sandwich, leased to the company by a lease dated 5 October 2021 between Buchanan Farms Limited and the company.
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 17 -
12
Deferred taxation
The following are the deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
5,160,875
4,607,936
-
-
Tax losses
-
-
5,160,875
4,607,936
5,160,875
4,607,936
5,160,875
4,607,936
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Accelerated capital allowances
367,061
15,113
-
-
Tax losses
-
-
367,061
15,113
367,061
15,113
367,061
15,113
The Group has a further unrecognised deferred tax asset in relation to taxable trading losses carried forward of £7,699,422 (2022:£3,832,584) which have not been recognised due to lack of certainty over future taxable profits.
13
Pension commitments
The Group and Company operate defined contributions pension schemes. The assets of the schemes are held separately from those of the Group and Company in independently administered funds.
Contributions totalling £22,620 (2022: £8,658) were payable by the Group to the fund at the balance sheet date and are included in creditors. The Group made contributions to the scheme in the year of £125,628 (2022:£62,146).
Contributions totalling £13,801 (2022: £8,658) were payable by the Company to the fund at the balance sheet date and are included in creditors. The Company made contributions to the scheme in the year of £90,666 (2022:£60,770).
14
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 2024-07-19by 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 .
GrowUp Group Limited
GROWUP GROUP LIMITED
Notes To The Financial Statements (Continued)
For The Year Ended 31 December 2023
- 18 -
15
Capital commitments
Amounts contracted for but not provided in the financial statements:
Group
Company
2023
2022
2023
2022
£
£
£
£
Acquisition of tangible fixed assets
5,265,470
-
-
-
16
Events after the reporting date
Included within other borrowings, shown in note 9 of the financial statements, are convertible loan notes with an aggregate principal value of £15,028,429 with a conversion date of 21 June 2024.
On 20 June 2024, principal of £1,378,429 (plus rolled up interest) converted into 2,210 Series A shares of £0.01 each, the residual loan notes and rolled up interest, totalling £14,342,692, have been rolled into a new convertible loan note with a revised redemption date of 20 June 2027.
Included within note 11 of the financial statements are details of a charge held by Generate Lending Llc over the assets of the company. On 3 June 2024 this charge was extended to include security over the buildings on the land at Discovery Park, the leasehold property at Unit 7 Bourn Quarter, Cambridge, the growth chambers, bank accounts and the registered trademarks, domain names and patents applications held by the company.
17
Related party transactions
The Group has taken exemption from disclosure of transactions with other wholly owned subsidiaries of the same group.
18
Ultimate Controlling Party
There is no ultimate controlling party above this Company.
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.200No description of principal activityMr F LaingMr B D H AmoryDr E BeckerMr J D BurgessClemente LorenteG L DobieMr T M W EhrmanMr H J Hamilton StubberMr P S S MacPhersonMr R M WhatelyMr CP BrittonMr M FriedmanMs S LovellQuayseco Limitedfalsefalse11468710bus:Consolidated2023-01-012023-12-31114687102023-01-012023-12-3111468710bus:Consolidated2023-12-31114687102023-12-3111468710bus:Consolidated2022-12-31114687102022-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-12-3111468710core:PatentsTrademarksLicencesConcessionsSimilarbus:Consolidated2023-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-12-3111468710core:PatentsTrademarksLicencesConcessionsSimilar2023-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3111468710core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2023-12-3111468710core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-12-3111468710core:PlantMachinerybus:Consolidated2023-12-3111468710core:FurnitureFittingsbus:Consolidated2023-12-3111468710core:ComputerEquipmentbus:Consolidated2023-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-12-3111468710core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2022-12-3111468710core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3111468710core:PlantMachinerybus:Consolidated2022-12-3111468710core:FurnitureFittingsbus:Consolidated2022-12-3111468710core:ComputerEquipmentbus:Consolidated2022-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2022-12-3111468710core:ConstructionInProgressAssetsUnderConstruction2023-12-3111468710core:FurnitureFittings2023-12-3111468710core:ComputerEquipment2023-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-12-3111468710core:ConstructionInProgressAssetsUnderConstruction2022-12-3111468710core:FurnitureFittings2022-12-3111468710core:ComputerEquipment2022-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-3111468710core:Non-currentFinancialInstruments2023-12-3111468710core:Non-currentFinancialInstruments2022-12-3111468710core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3111468710core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3111468710core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-12-3111468710core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-12-3111468710core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3111468710core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3111468710core:ShareCapitalbus:Consolidated2023-12-3111468710core:ShareCapitalbus:Consolidated2022-12-3111468710core:SharePremiumbus:Consolidated2023-12-3111468710core:SharePremiumbus:Consolidated2022-12-3111468710core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-3111468710core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3111468710core:ShareCapital2023-12-3111468710core:ShareCapital2022-12-3111468710core:SharePremium2023-12-3111468710core:SharePremium2022-12-3111468710core:RetainedEarningsAccumulatedLosses2023-12-3111468710core:RetainedEarningsAccumulatedLosses2022-12-3111468710core:ShareCapitalbus:Consolidated2021-12-3111468710core:SharePremiumbus:Consolidated2021-12-3111468710core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-12-3111468710bus:Consolidated2021-12-3111468710core:ShareCapital2021-12-3111468710core:SharePremium2021-12-3111468710core:RetainedEarningsAccumulatedLosses2021-12-31114687102021-12-3111468710bus:Director102023-01-012023-12-3111468710core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-01-012022-12-3111468710bus:Consolidated2022-01-012022-12-3111468710core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-01-012023-12-3111468710core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31114687102022-01-012022-12-3111468710core:ShareCapitalbus:Consolidated2022-01-012022-12-3111468710core:SharePremiumbus:Consolidated2022-01-012022-12-3111468710core:ShareCapital2022-01-012022-12-3111468710core:SharePremium2022-01-012022-12-3111468710dpl:Item12023-01-012023-12-3111468710core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-01-012023-12-3111468710core:Non-standardIntangibleAssetClass3ComponentIntangibleAssetsOtherThanGoodwill2023-01-012023-12-3111468710core:LandBuildingscore:OwnedOrFreeholdAssets2023-01-012023-12-3111468710core:PlantMachinery2023-01-012023-12-3111468710core:FurnitureFittings2023-01-012023-12-3111468710core:ComputerEquipment2023-01-012023-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-01-012023-12-3111468710core:Non-standardPPEClass2ComponentTotalPropertyPlantEquipment2023-01-012023-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-12-3111468710bus:Consolidated2022-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-31114687102022-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-01-012023-12-3111468710core:PatentsTrademarksLicencesConcessionsSimilarbus:Consolidated2023-01-012023-12-3111468710core:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-01-012023-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3111468710core:PatentsTrademarksLicencesConcessionsSimilar2023-01-012023-12-3111468710core:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3111468710core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-01-012023-12-3111468710core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2022-12-3111468710core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3111468710core:PlantMachinerybus:Consolidated2022-12-3111468710core:FurnitureFittingsbus:Consolidated2022-12-3111468710core:ComputerEquipmentbus:Consolidated2022-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2022-12-3111468710core:ConstructionInProgressAssetsUnderConstruction2022-12-3111468710core:FurnitureFittings2022-12-3111468710core:ComputerEquipment2022-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-3111468710core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2023-01-012023-12-3111468710core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-01-012023-12-3111468710core:PlantMachinerybus:Consolidated2023-01-012023-12-3111468710core:FurnitureFittingsbus:Consolidated2023-01-012023-12-3111468710core:ComputerEquipmentbus:Consolidated2023-01-012023-12-3111468710core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipmentbus:Consolidated2023-01-012023-12-3111468710core:ConstructionInProgressAssetsUnderConstruction2023-01-012023-12-3111468710core:Subsidiary12023-01-012023-12-3111468710core:Subsidiary22023-01-012023-12-3111468710core:Subsidiary112023-01-012023-12-3111468710core:Subsidiary212023-01-012023-12-3111468710bus:PrivateLimitedCompanyLtd2023-01-012023-12-3111468710bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3111468710bus:FRS1022023-01-012023-12-3111468710bus:Audited2023-01-012023-12-3111468710bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3111468710bus:Director12023-01-012023-12-3111468710bus:Director22023-01-012023-12-3111468710bus:Director32023-01-012023-12-3111468710bus:Director42023-01-012023-12-3111468710bus:Director52023-01-012023-12-3111468710bus:Director62023-01-012023-12-3111468710bus:Director72023-01-012023-12-3111468710bus:Director82023-01-012023-12-3111468710bus:Director92023-01-012023-12-3111468710bus:Director112023-01-012023-12-3111468710bus:Director122023-01-012023-12-3111468710bus:Director132023-01-012023-12-3111468710bus:CompanySecretary12023-01-012023-12-3111468710bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP