| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| FOR |
| NAYLOR NUTRITION UK LIMITED |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD |
| 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| FOR |
| NAYLOR NUTRITION UK LIMITED |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| NAYLOR NUTRITION UK LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| and Statutory Auditors |
| Granville Hall |
| Granville Road |
| Leicester |
| LE1 7RU |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| BALANCE SHEET |
| 30 DECEMBER 2023 |
| 2023 | 2022 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 8 |
| NET (LIABILITIES)/ASSETS | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Retained earnings | 12 | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| 1. | STATUTORY INFORMATION |
| Naylor Nutrition Uk Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Comparative figures |
| The comparative figures relate to a 6-month period of dormancy ending on 30 November 2022. The current period covers 13 months of trading activity, ending on 30 December 2023. |
| Intangible assets |
| Intangible assets include computer software and capitalised development costs. They are initially recognised at cost. |
| Amortisation begins when the asset is available for use. |
| Tangible fixed assets |
| Tangible fixed assets are initially measured at cost, which includes the purchase price and any directly attributable costs necessary to bring the asset to working condition for its intended use. |
| Depreciation on tangible fixed assets commences when the asset is available for use, i.e., when it is in the location and condition necessary for it to be capable of operating in the manner intended by management. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Debtors |
| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
| Creditors |
| Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
| Development costs |
| Development costs are capitalised when they meet the criteria set out in FRS 102, namely when the project is technically feasible, the entity intends to complete it, and it is probable that future economic benefits will arise. |
| Redeemable preference shares |
| Redeemable preference shares are classified as financial liabilities where there is an obligation to redeem the shares at a fixed date or at the option of the holder. These shares are measured at amortised cost using the effective interest method. Dividends payable on such shares are recognised as interest expense in the profit and loss account. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the period was |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| 4. | INTANGIBLE FIXED ASSETS |
| Other |
| intangible |
| assets |
| £ |
| COST |
| Additions |
| At 30 December 2023 |
| AMORTISATION |
| Impairments |
| At 30 December 2023 |
| NET BOOK VALUE |
| At 30 December 2023 |
| 5. | TANGIBLE FIXED ASSETS |
| Fixed |
| assets |
| under |
| constructio |
| n |
| £ |
| COST |
| Additions |
| At 30 December 2023 |
| NET BOOK VALUE |
| At 30 December 2023 |
| 6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2023 | 2022 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| Vat repayable | 10,736 | - |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2023 | 2022 |
| £ | £ |
| Trade creditors |
| Paye/Ni payable | 7,373 | - |
| Other creditors |
| Accruals and deferred income |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2023 | 2022 |
| £ | £ |
| Bank loans (see note 9) |
| Other loans (see note 9) |
| Redeemable preference shares | 1,765,526 | - |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more than 5 years |
| by instalment | 12,775,946 | - |
| 12,775,946 | - |
| 9. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2023 | 2022 |
| £ | £ |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Other loans - 2-5 years |
| Amounts falling due in more than five years: |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| 9. | LOANS - continued |
| 2023 | 2022 |
| £ | £ |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more than 5 years |
| by instalment | 12,775,946 | - |
| 12,775,946 | - |
| 10. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2023 | 2022 |
| £ | £ |
| Bank loans |
| At the balance sheet date, the Company had borrowings secured by both fixed and floating charges. |
| A fixed charge has been granted over all freehold land transferred to the Company pursuant to a transfer dated on or about the date of the debenture between Brian Douglas Naylor, Simon Brian Naylor, and Ann Naylor (1), and Naylor Nutrition UK Limited (2), comprising land adjoining Cottage Farm, Low Road, Spalding, being part of the land registered under HM Land Registry Title Number LL302429. |
| In addition to the above, a fixed charge has also been granted over all land and intellectual property rights owned by the Company from time to time. |
| A floating charge has been created over all present and future assets and undertakings of the Company. |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2023 | 2022 |
| value: | £ | £ |
| Ordinary | £1 | 100 | 100 |
| 12. | RESERVES |
| Retained |
| earnings |
| £ |
| Deficit for the period | ( |
) |
| At 30 December 2023 | ( |
) |
| NAYLOR NUTRITION UK LIMITED (REGISTERED NUMBER: 13382161) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2022 TO 30 DECEMBER 2023 |
| 13. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| 14. | ULTIMATE PARENT COMPANY |
| The company's ultimate parent undertaking is Naylor Nutrition Group Limited. The registered office address and the principal place of business of Naylor Nutrition Group Limited is 1-4 London Road, Spalding, Lincs, England, PE11 2TA. |
| The company is the subsidiary undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. |
| 15. | GOING CONCERN |
| The Company is currently in Phase 1 of its project development, which requires significant capital investment and infrastructure build-out. During this initial phase, the Company is not generating revenue and is incurring operating losses, which are in line with management’s expectations at this stage of the business lifecycle. |
| The financial statements have been prepared on the going concern basis. The Company's ability to continue as a going concern is dependent on securing additional external financing to support its ongoing operations and the next stages of development. |
| The director has prepared forecasts for the Company covering a period of at least 12 months from the date of approval of these financial statements. These forecasts assume the successful raising of additional funding, which is necessary for the Company to continue operating and to progress to the revenue-generating phase of the project. Management anticipates that once funding is secured, the Company will be able to commence sales activities and move towards profitability. |
| However, as at the date of approval of these financial statements, there exists a material uncertainty related to going concern. This uncertainty arises from the Company’s dependency on obtaining further financing in the short term. If the required funding is not obtained, there is a risk that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. |
| Accordingly, while the directors believe the business model remains commercially viable and are confident in the Company’s future prospects, the material uncertainty described above may cast significant doubt on the Company's ability to continue as a going concern. Nevertheless, the directors consider it appropriate to prepare the financial statements on the going concern basis. |