Company Registration No. 13370825 (England and Wales)
WNWN FOOD LABS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
WNWN FOOD LABS LTD
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
WNWN FOOD LABS LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
124,577
29,280
Investments
5
87
-
0
124,664
29,280
Current assets
Debtors
6
69,788
17,843
Cash at bank and in hand
2,944,944
282,412
3,014,732
300,255
Creditors: amounts falling due within one year
7
(33,457)
(7,294)
Net current assets
2,981,275
292,961
Net assets
3,105,939
322,241
Capital and reserves
Called up share capital
9
178
137
Share premium account
10
5,024,778
799,963
Other reserves
1,205
45
Profit and loss reserves
(1,920,222)
(477,904)
Total equity
3,105,939
322,241

The directors of the company have elected not to include a copy of the income statement 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 23 September 2024 and are signed on its behalf by:
Miss A Pak
Director
Company Registration No. 13370825
WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

WNWN Food Labs Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1 Vicarage Lane, Stratford, London, E15 4HF.

1.1
Reporting period

The prior year financial statements to 31 December 2022 have been prepared for an accounting period not equal to 12 months due to the year end changing to 31 December and therefore are not comparable.

 

The period ended 31 December 2022 was not audited.

1.2
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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company will have sufficient support from its investors to ensure that it has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the goods 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 (usually on dispatch of the goods), 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.

1.5
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 feasibility, commercial and financial viability can be demonstrated.

1.6
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.

WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -

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
25% reducing balance
Fixtures and fittings
20% reducing balance
Computers
3 year straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.9
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.

1.10
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 statement of financial position 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.

1.11
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.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

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 income statement, 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.

1.13
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.

The company operates an employee share ownership plan (ESOP) trust and has de facto control of the shares held by the trust and bears their benefits and risks. The company records assets and liabilities of the trust as its own. Consideration paid by the ESOP scheme for shares of the company is deducted from equity. Finance costs and administrative expenses incurred by the company in relation to the ESOP are recognised on an accruals basis.

1.14
Share-based payments

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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.

 

The key source of estimation uncertainty are the depreciation rates.

3
Employees

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

2023
2022
Number
Number
Total
13
6
4
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
36,428
1,585
2,275
40,288
Additions
93,338
37,891
3,936
135,165
At 31 December 2023
129,766
39,476
6,211
175,453
Depreciation and impairment
At 1 January 2023
9,894
326
788
11,008
Depreciation charged in the year
29,968
7,830
2,070
39,868
At 31 December 2023
39,862
8,156
2,858
50,876
Carrying amount
At 31 December 2023
89,904
31,320
3,353
124,577
At 31 December 2022
26,534
1,259
1,487
29,280
WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
87
-
0
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
-
Additions
87
At 31 December 2023
87
Carrying amount
At 31 December 2023
87
At 31 December 2022
-

The fixed asset investment relates to 100% of the share capital in WNWN Food Labs PT Lda, a limited liability company registered in Portugal which reports accounting periods to 31 December.

6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,288
8,824
Other debtors
68,500
9,019
69,788
17,843
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
17,149
6,742
Other creditors
16,308
552
33,457
7,294
WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
1,470
-
0
0.26
-
0
Granted
5,223
1,470
1.00
0.26
Outstanding at 31 December 2023
6,693
1,470
-
0
-
Exercisable at 31 December 2023
-
0
-
0
-
0
-
0

The options outstanding at 31 December 2023 had a combined exercise price of £0.84. The vesting period of the share options is five years.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £1,160 (2022 - £45) which related to equity settled share based payment transactions.

9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 0.01p each
1,000,000
1,000,000
100
100
Ordinary A Shares of 0.01p each
371,500
371,500
37
37
Ordinary B Shares of 0.01p each
408,700
-
41
-
1,780,200
1,371,500
178
137

 

10
Share premium account
2023
2022
£
£
At the beginning of the year
799,963
499,971
Issue of new shares
4,224,815
299,992
At the end of the year
5,024,778
799,963

During the year 408,766 B Ordinary shares of nominal value £0.01p each were issued at £10.3360 each giving rise to a share premium of £4,224,815.

WNWN FOOD LABS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
11
Warrant for issue

On the 21 February 2023, share warrants in relation to 26,606 B Ordinary, were granted over WNWN Food Labs Ltd in respects to an investment made in to the 100% trading subsidiary of the company. These warrants have not been exercised as at December 2023.

12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Other Matters
We draw your attention to the fact that the comparative financial information was not audited. Our opinion is not qualified in respect of this.
Senior Statutory Auditor:
Michael Marcus FCA FCCA
Statutory Auditor:
Primera Accountants Limited
2023-12-312023-01-01false23 September 2024CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedMr J F DrainMiss A PakMr E SieberMr P NollerMiss G ArtziMr C S Gubafalsefalse133708252023-01-012023-12-31133708252023-12-31133708252022-12-3113370825core:PlantMachinery2023-12-3113370825core:FurnitureFittings2023-12-3113370825core:ComputerEquipment2023-12-3113370825core:PlantMachinery2022-12-3113370825core:FurnitureFittings2022-12-3113370825core:ComputerEquipment2022-12-3113370825core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3113370825core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113370825core:CurrentFinancialInstruments2023-12-3113370825core:CurrentFinancialInstruments2022-12-3113370825core:ShareCapital2023-12-3113370825core:ShareCapital2022-12-3113370825core:SharePremium2023-12-3113370825core:SharePremium2022-12-3113370825core:OtherMiscellaneousReserve2023-12-3113370825core:OtherMiscellaneousReserve2022-12-3113370825core:RetainedEarningsAccumulatedLosses2023-12-3113370825core:RetainedEarningsAccumulatedLosses2022-12-3113370825core:ShareCapitalOrdinaryShares2023-12-3113370825core:ShareCapitalOrdinaryShares2022-12-3113370825core:SharePremium2022-12-3113370825core:SharePremium2022-05-3113370825bus:Director22023-01-012023-12-3113370825core:PlantMachinery2023-01-012023-12-3113370825core:FurnitureFittings2023-01-012023-12-3113370825core:ComputerEquipment2023-01-012023-12-31133708252022-06-012022-12-3113370825core:PlantMachinery2022-12-3113370825core:FurnitureFittings2022-12-3113370825core:ComputerEquipment2022-12-31133708252022-12-3113370825core:WithinOneYear2023-12-3113370825core:WithinOneYear2022-12-31133708252022-05-3113370825core:SharePremium2023-01-012023-12-3113370825core:SharePremium2022-06-012022-12-3113370825bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113370825bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3113370825bus:FRS1022023-01-012023-12-3113370825bus:Audited2023-01-012023-12-3113370825bus:Director12023-01-012023-12-3113370825bus:Director32023-01-012023-12-3113370825bus:Director42023-01-012023-12-3113370825bus:Director52023-01-012023-12-3113370825bus:Director62023-01-012023-12-3113370825bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP