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REGISTERED NUMBER: 13382161 (England and Wales)






























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: Mr A R Atkins
Mr A Dawani
Mrs V C Naylor
Mr S B Naylor
Mr S Quinn



REGISTERED OFFICE: 1-4 London Road
Spalding
Lincolnshire
PE11 2TA



REGISTERED NUMBER: 13382161 (England and Wales)



SENIOR STATUTORY AUDITOR: Mr Mark Harrison BA(Hons) FCA



AUDITORS: Mark J Rees LLP Chartered Accountants
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 1,133,622 -
Tangible assets 5 33,063,968 -
34,197,590 -

CURRENT ASSETS
Debtors 6 10,836 100
Cash at bank 78,956 -
89,792 100
CREDITORS
Amounts falling due within one year 7 5,142,260 -
NET CURRENT (LIABILITIES)/ASSETS (5,052,468 ) 100
TOTAL ASSETS LESS CURRENT
LIABILITIES

29,145,122

100

CREDITORS
Amounts falling due after more than one year 8 33,794,111 -
NET (LIABILITIES)/ASSETS (4,648,989 ) 100

CAPITAL AND RESERVES
Called up share capital 11 100 100
Retained earnings 12 (4,649,089 ) -
SHAREHOLDERS' FUNDS (4,648,989 ) 100

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 July 2025 and were signed on its behalf by:





Mr S B Naylor - Director


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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 6 (2022 - NIL ) .

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 5,565,622
At 30 December 2023 5,565,622
AMORTISATION
Impairments 4,432,000
At 30 December 2023 4,432,000
NET BOOK VALUE
At 30 December 2023 1,133,622

5. TANGIBLE FIXED ASSETS
Fixed
assets
under
constructio
n
£   
COST
Additions 33,063,968
At 30 December 2023 33,063,968
NET BOOK VALUE
At 30 December 2023 33,063,968

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 100 -
Other debtors - 100
Vat repayable 10,736 -
10,836 100

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 969,866 -
Paye/Ni payable 7,373 -
Other creditors 5,257 -
Accruals and deferred income 4,159,764 -
5,142,260 -

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans (see note 9) 29,810,540 -
Other loans (see note 9) 2,218,045 -
Redeemable preference shares 1,765,526 -
33,794,111 -

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 17,034,594 -
Other loans - 2-5 years 2,218,045 -
19,252,639 -

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 29,810,540 -

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: £    £   
100 Ordinary £1 100 100

12. RESERVES
Retained
earnings
£   

Deficit for the period (4,649,089 )
At 30 December 2023 (4,649,089 )

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.

Mr Mark Harrison BA(Hons) FCA (Senior Statutory Auditor)
for and on behalf of Mark J Rees LLP Chartered Accountants

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.