REGISTERED NUMBER: 08511152 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Second Nature Healthy Habits Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

C Denison-Edson

M R Gibbs

L J Edis

REGISTERED OFFICE:

483 Green Lanes

London

N13 4BS

REGISTERED NUMBER:

08511152 (England and Wales)

ACCOUNTANTS:

Wilson Partners Limited

Chartered Accountants

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

FIXED ASSETS

Tangible assets

4

59,089

53,271

Investments

5

83

83

59,172

53,354

CURRENT ASSETS

Stocks

341,785

204,201

Debtors

6

4,089,254

1,055,766

Cash at bank

1,171,745

1,582,394

5,602,784

2,842,361

CREDITORS

Amounts falling due within one year

7

(1,247,446

)

(1,799,439

)

NET CURRENT ASSETS

4,355,338

1,042,922

TOTAL ASSETS LESS CURRENT LIABILITIES

4,414,510

1,096,276

CAPITAL AND RESERVES

Called up share capital

298

293

Share premium

15,018,046

14,688,049

Retained earnings

(10,603,834

)

(13,592,066

)

4,414,510

1,096,276

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 17 September 2025 and were signed on its behalf by:

C Denison-Edson - Director

1.	STATUTORY INFORMATION

Second Nature Healthy Habits Ltd 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.

The accounts are prepared on a going concern basis as in the opinion of the directors the company has sufficient finance available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

Going concern

At 31 December 2024 the company had net assets of £4,414,510 (2023: £1,096,276) and cash balances of £1,171,745 (2023: £1,582,394).

The directors have reviewed the cash flow requirements of the company and consider that the company has adequate resources to continue to meet its liabilities as they fall due.

Preparation of consolidated financial statements

The financial statements contain information about Second Nature Healthy Habits Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The company does not make significant estimates and assumptions concerning the future that affect the position shown in the accounts.

Turnover

Turnover is measured at the fair value of consideration received or receivable, excluding VAT, discounts, and rebates. It includes revenue from the sale of physical products, subscription services, and outcome-based contracts. Revenue from product sales is recognised when the significant risks and rewards of ownership transfer to the customer. Subscription revenue is recognised as the service is delivered. Outcome-based revenue is recognised when agreed milestones are achieved, reflecting the stage of completion where applicable.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

33% on cost

Fixtures and fittings

-

25% on reducing balance

Computer equipment

-

25% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the year 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.

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 year 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.

Research and development

Expenditure on research and development is charged to the profit and loss in the year in which it is incurred.

Foreign currencies

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Share-based payment

The company issues equity-settled share options to certain employees. Equity-settled share-based payment transactions are measured at fair value at the date of the grant. Fair value is measured based on the Actual Market value and Unrestricted Market Value.

Interest income

Interest income on deposit accounts is recognized on an accrual basis using the effective interest rate method, reflecting income as it is earned over the term of the deposit.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 84 (2023 - 73 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

132,013

Additions

24,515

Disposals

(13,893

)

At 31 December 2024

142,635

DEPRECIATION

At 1 January 2024

78,742

Charge for year

15,250

Eliminated on disposal

(10,446

)

At 31 December 2024

83,546

NET BOOK VALUE

At 31 December 2024

59,089

At 31 December 2023

53,271

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2024

and 31 December 2024

83

NET BOOK VALUE

At 31 December 2024

83

At 31 December 2023

83

The investment relates to a 100% ownership of Second Nature Healthy Habits Inc, a company registered in Delaware, USA. The subsidiary did not trade in the year ended 31 December 2024. Its net assets as at 31 December 2024 were £83.

6.

DEBTORS

31.12.24

31.12.23

£

£

Amounts falling due within one year:

Trade debtors

461,529

257,097

Other debtors

1,284,764

798,669

1,746,293

1,055,766

Amounts falling due after more than one year:

Other debtors

2,342,961

-

Aggregate amounts

4,089,254

1,055,766

Included in other debtors falling due after more than one year is a deferred tax asset of £2,342,961 (2023 - nil).

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

318,226

94,490

Amounts owed to group undertakings

83

83

Taxation and social security

163,629

216,281

Other creditors

765,508

1,488,585

1,247,446

1,799,439

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

12,250

30,750

9.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.