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Company No: 12426409 (England and Wales)

MALABERG LTD

Unaudited Financial Statements
For the financial year ended 31 January 2024
Pages for filing with the registrar

MALABERG LTD

Unaudited Financial Statements

For the financial year ended 31 January 2024

Contents

MALABERG LTD

COMPANY INFORMATION

For the financial year ended 31 January 2024
MALABERG LTD

COMPANY INFORMATION (continued)

For the financial year ended 31 January 2024
DIRECTORS R D Fryer
K Skripka
REGISTERED OFFICE Unit 206 Cooper Buildings
Arundel Street
Sheffield
S1 2NS
England
United Kingdom
COMPANY NUMBER 12426409 (England and Wales)
ACCOUNTANT Gravita Business Services Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
MALABERG LTD

BALANCE SHEET

As at 31 January 2024
MALABERG LTD

BALANCE SHEET (continued)

As at 31 January 2024
Note 2024 2023
£ £
Fixed assets
Intangible assets 3 2,498 0
Tangible assets 4 433,691 62,616
Investments 5 66 70
436,255 62,686
Current assets
Stocks 6 71,481 542,691
Debtors 7 2,112,667 349,946
Cash at bank and in hand 8 885,756 1,020,207
3,069,904 1,912,844
Creditors: amounts falling due within one year 9 ( 1,173,692) ( 509,613)
Net current assets 1,896,212 1,403,231
Total assets less current liabilities 2,332,467 1,465,917
Creditors: amounts falling due after more than one year 10 ( 18,325) ( 28,556)
Provision for liabilities 11 ( 75,173) ( 14,994)
Net assets 2,238,969 1,422,367
Capital and reserves
Called-up share capital 12 10 10
Profit and loss account 2,238,959 1,422,357
Total shareholders' funds 2,238,969 1,422,367

For the financial year ending 31 January 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Malaberg Ltd (registered number: 12426409) were approved and authorised for issue by the Board of Directors on 20 September 2024. They were signed on its behalf by:

K Skripka
Director
MALABERG LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 January 2024
MALABERG LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 January 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Malaberg Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Unit 206 Cooper Buildings, Arundel Street, Sheffield, South Yorkshire, S1 2NS, United Kingdom.

The financial statements have been prepared under the historical cost convention, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. During the year, the Company has made a profit and generated positive cash flows and continues to do so post year end. Based on these, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they have prepared the financial statements on a going concern basis.

Group accounts exemption

Group accounts exemption s399
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.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

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.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets 5 years straight line
Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets ( from 1 February 2023, for tangible assets with value over £1,000 only ) at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Leasehold improvements 5 years straight line
Plant and machinery 5 years straight line
Office equipment 3 years straight line
Computer equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

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. 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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

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.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through the Profit and Loss Account. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Government grants
Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 22 12

3. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 February 2023 0 0
Additions 3,123 3,123
At 31 January 2024 3,123 3,123
Accumulated amortisation
At 01 February 2023 0 0
Charge for the financial year 625 625
At 31 January 2024 625 625
Net book value
At 31 January 2024 2,498 2,498
At 31 January 2023 0 0

4. Tangible assets

Leasehold improve-
ments
Plant and machinery Office equipment Computer equipment Total
£ £ £ £ £
Cost
At 01 February 2023 0 42,707 1,172 31,997 75,876
Additions 44,846 386,831 1,201 8,460 441,338
At 31 January 2024 44,846 429,538 2,373 40,457 517,214
Accumulated depreciation
At 01 February 2023 0 0 280 12,980 13,260
Charge for the financial year 6,216 51,663 592 11,792 70,263
At 31 January 2024 6,216 51,663 872 24,772 83,523
Net book value
At 31 January 2024 38,630 377,875 1,501 15,685 433,691
At 31 January 2023 0 42,707 892 19,017 62,616

5. Fixed asset investments

Investments in subsidiaries

2024
£
Cost
At 01 February 2023 70
Disposals ( 4)
0
At 31 January 2024 66
Carrying value at 31 January 2024 66
Carrying value at 31 January 2023 70

Investments in shares

Name of entity Registered office Principal activity Class of
shares
Ownership
31.01.2024
Ownership
31.01.2023
Unity Connect Ltd Cooper Buildings, Sheffield Science Park, Arundel Street, Sheffield, S1 2NS Customer service Ordinary 100.00% 100.00%
Nutritional Sciences Ltd Cooper Buildings, Sheffield Science Park, Arundel Street, Sheffield, S1 2NS Retail brands trading under different names Ordinary 100.00% 100.00%
Dermal Science Ltd Cooper Buildings, Sheffield Science Park, Arundel Street, Sheffield, S1 2NS Retail brands trading under different names Ordinary 100.00% 100.00%
Original Nutrition Ltd Cooper Buildings, Sheffield Science Park, Arundel Street, Sheffield, S1 2NS Retail brands trading under different names Ordinary 95.00% 100.00%
X&Y Health Ltd 15 Paternoster Row, Sheffield, United Kingdom, S1 2BX Retail brands trading under different names Ordinary 95.00% 100.00%
365 Manufacturing Ltd 15 Paternoster Row, Sheffield, United Kingdom, S1 2BX Manufacturing products (retail brands) Ordinary 95.00% 100.00%
Performance Health Products Ltd 15 Paternoster Row, Sheffield, United Kingdom, S1 2BX Retail brands trading under different names Ordinary 75.00% 100.00%

6. Stocks

2024 2023
£ £
Stocks 71,481 542,691

There are no material differences between the replacement cost of stock and the Balance Sheet amounts.

7. Debtors

2024 2023
£ £
Trade debtors 3,816 0
Amounts owed by Group undertakings 1,594,931 194,950
Prepayments and accrued income 88,912 136,524
Corporation tax 166,150 0
Other debtors 258,858 18,472
2,112,667 349,946

Amounts owed by Group undertakings are repayable on demand and do not bear interest.

8. Cash and cash equivalents

2024 2023
£ £
Cash at bank and in hand 885,756 1,020,207

9. Creditors: amounts falling due within one year

2024 2023
£ £
Bank loans 10,035 9,788
Trade creditors 286,062 107,086
Amounts owed to Group undertakings 8,009 20
Corporation tax 0 97,897
Other taxation and social security 592,339 130,783
Other creditors 277,247 164,039
1,173,692 509,613

Amounts owed to Group undertakings are repayable on demand and do not bear interest.

10. Creditors: amounts falling due after more than one year

2024 2023
£ £
Bank loans 18,325 28,556

11. Deferred tax

2024 2023
£ £
At the beginning of financial year ( 14,994) ( 14,994)
Charged to the Profit and Loss Account ( 60,179) 0
At the end of financial year ( 75,173) ( 14,994)

12. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
1,000,000 Ordinary shares of £ 0.00001 each 10 10

13. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

2024 2023
£ £
within one year 456,347 196,778
between one and five years 1,139,528 1,139,528
1,595,875 1,336,306

14. Related party transactions

Remuneration was paid to the directors during the year of £114,250 (2023: £51,000). The directors are the only key management personnel of the Company.

The Company has taken advantage of the exemption available under FRS 102 Section 1A not to disclose details of transactions with wholly-owned members of the group headed by the parent company.

15. Ultimate controlling party

There is no ultimate controlling party.