Company registration number 11926997 (England and Wales)
CANNARAY BRANDS LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
CANNARAY BRANDS LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 14
CANNARAY BRANDS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 JUNE 2024
30 June 2024
- 1 -
2024
2023
Notes
£'000
£'000
Non-current assets
Intangible assets
3
30
14
Property, plant and equipment
4
164
295
194
309
Current assets
Inventories
5
478
587
Trade and other receivables
6
541
818
Cash and cash equivalents
63
20
1,082
1,425
Current liabilities
Trade and other payables
8
1,216
17,615
Lease liabilities
9
145
130
1,361
17,745
Net current liabilities
(279)
(16,320)
Non-current liabilities
Lease liabilities
9
26
170
Net liabilities
(111)
(16,181)
Equity
Called up share capital
12
16,842
-
0
Retained earnings
(16,953)
(16,181)
Total equity
(111)
(16,181)
CANNARAY BRANDS LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
30 JUNE 2024
30 June 2024
- 2 -

For the financial year ended 30 June 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.

The financial statements were approved by the board of directors and authorised for issue on 6 March 2025 and are signed on its behalf by:
Mr D Hogg
Director
Company registration number 11926997 (England and Wales)
CANNARAY BRANDS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Share capital
Retained earnings
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2022
-
(11,868)
(11,868)
Period ended 30 June 2023:
Loss and total comprehensive income
-
(4,313)
(4,313)
Balance at 30 June 2023
-
0
(16,181)
(16,181)
Year ended 30 June 2024:
Loss and total comprehensive income
-
(772)
(772)
Transactions with owners:
Issue of share capital
12
16,842
-
16,842
Balance at 30 June 2024
16,842
(16,953)
(111)
CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
1
Accounting policies
Company information

Cannaray Brands Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bow Churchyard, London, EC4M 9DQ. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Reporting period

The end of the comparative reporting period of this company has been lengthened from 31 December 2022 to 30 June 2023. This is in order to bring the reporting date in line with the Company's parent company's reporting date (at the time of lengthening). The comparative period amounts presented in the financial statements (including the related notes) are for the period of 18 months and are not entirely comparable with those of the current year.

1.2
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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 £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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
Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.

 

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.

The company recognises revenue from the following major sources:

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 5 -
1.5
Intangible 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:

1.6
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
43% straight line
Computers
33% 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 recognised in the income statement.

1.7
Impairment of tangible and intangible assets

At each reporting end date, the company 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.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

 

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.

CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 6 -
1.8
Inventories

Inventories 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 inventories to their present location and condition.

 

Inventories 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.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

1.9
Cash and cash equivalents

Cash and cash equivalents 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 assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 7 -

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.11
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.13
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 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.

CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 8 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.

1.14
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 inventories or non-current 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.

1.15
Retirement benefits

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

1.16
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 9 -

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.17
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
Employees

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

2024
2023
Number
Number
7
6

During the year, staff costs of £19,000 (2023: £0) was recharged to the company by a related party

 

During the comparative year, staff costs of £1,615,000 were recharged to the company by its ceased to be immediate and ultimate parent, Cannaray Limited. These expenses are included within administrative expenses and include remuneration of £191,000 paid to the directors of Cannaray Limited.

3
Intangible assets
Software
£'000
Cost
At 1 January 2022
86
At 30 June 2023
86
Additions - purchased
30
At 30 June 2024
116
CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
3
Intangible assets
Software
£'000
(Continued)
- 10 -
Amortisation and impairment
At 1 January 2022
40
Charge for the year
32
At 30 June 2023
72
Charge for the year
14
At 30 June 2024
86
Carrying amount
At 30 June 2024
30
At 30 June 2023
14
At 30 June 2022
46
4
Property, plant and equipment
Leasehold land and buildings
Computers
Total
£'000
£'000
£'000
Cost
At 1 January 2022
-
0
-
0
-
Additions
318
-
0
318
At 30 June 2023
318
-
0
318
Additions
-
0
7
7
At 30 June 2024
318
7
325
Accumulated depreciation and impairment
At 1 January 2022
-
0
-
0
-
0
Charge for the year
23
-
0
23
At 30 June 2023
23
-
0
23
Charge for the year
136
2
138
At 30 June 2024
159
2
161
Carrying amount
At 30 June 2024
159
5
164
At 30 June 2023
295
-
295
CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
5
Inventories
2024
2023
£'000
£'000
Raw materials
177
267
Finished goods
301
320
478
587
6
Trade and other receivables
2024
2023
£'000
£'000
Trade receivables
405
72
Provision for bad and doubtful debts
-
0
(2)
405
70
VAT recoverable
4
-
0
Amounts owed by fellow group undertakings
-
0
571
Other receivables
53
-
Prepayments
79
177
541
818
7
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

Movement in the allowances for impairment of trade receivables
2024
2023
£'000
£'000
Balance at 1 July 2023 and at 30 June 2024
-
2
CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
8
Trade and other payables
2024
2023
£'000
£'000
Trade payables
248
127
Amount owed to parent undertaking
-
0
16,940
Amounts owed to related parties
503
-
0
Accruals
444
399
Social security and other taxation
19
49
Other payables
2
100
1,216
17,615
9
Lease liabilities
2024
2023
Maturity analysis
£'000
£'000
Within one year
145
130
In two to five years
26
170
Total undiscounted liabilities
171
300

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
2023
£'000
£'000
Current liabilities
145
130
Non-current liabilities
26
170
171
300
2024
2023
Amounts recognised in profit or loss include the following:
£'000
£'000
Interest on lease liabilities
25
6
10
Deferred taxation
Deferred tax balances
CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
10
Deferred taxation
(Continued)
- 13 -

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Total
£'000
Liability at 1 July 2022
(12)
Deferred tax movements in prior year
Credit/(charge) to profit or loss
12
Liability at 1 July 2023 and 30 June 2024
-

The company has £15,149,572 of unused tax losses available, on which £3,787,393 of deferred tax assets have not been recognised. The Directors expect that these losses will be fully utilised at some point in time.

 

Deferred tax balances as at 31 June 2024 have been measured at 25%.

11
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
9
15

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

12
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
16,842,291
100
16,842
-
Reconciliation of movements during the year:
Ordinary shares
Number
At 1 July 2023
100
Issue of fully paid shares
16,842,191
At 30 June 2024
16,842,291

During the year 16,842,191 £1 Ordinary shares were allotted. The price paid was £1 per share resulting in £0 share premium being recognised.

13
Capital risk management
CANNARAY BRANDS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
13
Capital risk management
(Continued)
- 14 -

The company is not subject to any externally imposed capital requirements.

14
Related party transactions
Remuneration of key management personnel

During the year key management has not been remunerated for their services.

Other transactions with related parties

During the year the company continued trading with Therismos Limited, a company previously a fellow group company, now a related party by means of common key management. During the year the company made purchases of £765,500 and sales of £3,095,459. At year end £308,786 was owed from Therismos. All transactions were carried out at an arms length basis.

 

During the year the company held a loan from Cannaray Limited, a company previously the immediate and ultimate parent, now a related party by means of common key management. At year end the loan balance due to Cannaray Limited was £503,128. This loan is interest bearing at 3% above the base rate of the Bank of England.

15
Controlling party

The parent company of Cannaray Brands Limited is Cannaray Brands Holdco Limited and its registered office is 1 Bow Churchyard, London, United Kingdom, EC4M 9DQ.

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