The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the Group in the year under review continued to be the wholesale and retail sale and distribution of fresh food products.

In 2024 the franchise accelerated it's growth against arguably the most difficult year for the hospitality industry since the Banking crisis.

Our core business (B2B) grew by 6% over the PY helped by a significance growth from our Australian and Danish subsidiaries and solid growth in London and NYC. Similar to 2023 the business had a good start to the year in the context of extremely difficult trading conditions for the hospitality industry, which worsened during the second half as political uncertainity in the US brought growth to a stop in NYC and Paris.

With that backdrop Natoora performed very solidly, still managing to grow revenues year over year.

Sales for 2024 were 5.63% above 2023.

Gross income margin in GBP increased 7% year on year (from £16m to £17m).

The group's key financial performance indicators during the year were as follows:

Pricing risk

Pricing risk is the risk that the movement in the price of key material will adversely affect the profitability of the business. Given the short inventory cycle and the fact the business is able to largely transfer price increases, the impact of pricing fluctuations is limited.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligation. The Group is mainly exposed to credit risk from credit sales and manages this risk by endeavouring only to deal with customers which are demonstrably credit worthy and through the continuous monitoring of financial exposure by customers. The amounts presented in the Statement of Financial Position are net of allowance for doubtful debtors.

Liquidity risk

Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty meeting its financial obligations as they fall due. The Group actively manages its cash generation and maintains sufficient cash holdings to cover its immediate obligations.

Foreign exchange risk

Foreign exchange risk is the risk that movements in exchange rates affect the profitability of the business. As a significant proportion of the Group's purchases are transacted in foreign currencies it is therefore also exposed to translational currency risk. To the extent that directors believe the level of specific foreign currency transaction is higher than acceptable, foreign currency forward contracts are taken out.

Laws and regulations

The Group is obliged to meet the requirements set out in the BRC Global Standard for Food Safety and has maintained its AA grade once again in the reporting year.

There are no significant future developments to mention. The management continues to focus on delivering the long term plan and continue to grow the franchise across the regions that it currently operates.

The Group continues to invest in research and development of an online ordering solution that enables restaurants and customers to interact digitally and manage the order process directly with Natoora via software deployable on a mobile application. This allows for customers to place orders in real time on the suppliers’ internal ERP system.

The directors consider that the Company has sufficient financial resources in place at the reporting date such that it is reasonable to continue to adopt the going concern basis in preparing the financial statements for the year. Further details regarding going concern are included in note 1.4.

Our plan is aimed at achieving our mission: To bring seasonal, sustainable and flavourful produce to our customers around the world and revert the damage caused by the industrialization of our food system.

To achieve that we start by nurturing our relationships with producers, who grow flavourful produce in season and on soil. We go beyond giving suppliers financial security. We also support them with various initiatives during difficult times and different seasons.

Our clients commitment to buying our sustainable and seasonal produce is fundamental for all us to revolutionise the food system. We provided our customers with high level of service and flexibility, plus education regarding the products we sell. During this last year we delivered best in industry payment terms and supported our farmers, to ensure they weathered the difficult inflationary environment.

Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The healthy, safety and well-being of our employees is one of our primary considerations in the way we do business. This is covered in our Strategic Report.

Our plan took into account the impact of the Group's operations on the community and environment and our wider societal responsibilities.

As the board of directors, our intention is to run a successful business that promotes the values of sustainability, seasonality and flavour. We operate the business in a responsible manner, operating within the high standards of control, ethics and conduct.

The board has representation from all our shareholders, and hence the board participates in the thought process of our strategy, plans and performance. We maintained the board updated on a monthly basis with regards to the Group performance. We discuss strategic matters with the board during our quarterly meeting.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 10.

The directors have not recommended a dividend for the year ended 31 December 2024 (2023 - £nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for development exist for each disabled person. Arrangements are made wherever possible for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

It is the Group's policy that the selection of employees for recruitment, training, development and promotion should be determined solely on skills, abilities and other requirements that are relevant to the job, regardless of their sex, race, religion or disability.

The Group recognises the value of its employees and places importance on communications with employees which take place at many levels throughout the organisation on both a formal and informal basis. Examples of communication channels are:

• CEO quarterly Townhall meeting with all employees, sharing with employee key strategic issues as well as performance

• Monthly forums with the senior management team, acting as feedback loop between teams and the Executive committee and the directors

• Special company gathering and meetings to discuss issues and solutions to the challenges the business has faced e.g. Inflation crisis, Brexit

The personal development of employees is closely monitored and we have recruited a Learning & Development Manager that is solely focused on delivering the appropriate training programmes to assist employees to achieve their own objectives as well as those of the Group.

There are no material subsequent events to report.

The Group's energy usage for the year is set out below. Energy usage from the consumption of fuel for transport was calculated based on fuel consumption data from the driver GPS tracking system, multiplied by the relevant government conversion factors. Energy usage from the purchase of electricity was calculated based on meter readings for energy purchased from third party providers, multiplied by the relevant government conversion factors.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Where necessary, disclosures relating to future developments have been made in the Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act 2006. true

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Natoora Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 16 to 35 form part of these financial statements.

The notes on pages 16 to 35 form part of these financial statements.

The notes on pages 16 to 35 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £514,548 (2023 - £189,473 loss).

The notes on pages 16 to 35 form part of these financial statements.

The notes on pages 16 to 35 form part of these financial statements.

The notes on pages 16 to 35 form part of these financial statements.

Natoora Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 6, Discovery Business Park, St James Road, London, United Kingdom, SE16 4RA.

The group consists of Natoora Group Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the Group and the Parent company would be identical;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Natoora Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The Group has net assets of £3,164,870 (2023: £4,597,113) and net current liability of £1,453,124 (2023: £1,046,841). The Group has made a loss of £1,776,397 (2023: £1,771,988). The UK continued to be profitable in 2024, despite the hospitality industry having their worst year since 2008. Our US and Australian subsidiaries continue to grow their revenues in 2024. Unfortunately, our subsidiaries in France suffered from a very challenging environment as political uncertainty heavily dented consumer confidence in France throughout the year.

The group holds significant cash reserves and our judicious management of our cashflow and expenditure allowed the business to operate solidly throughout the crisis without the need to seek additional resources.

The directors prepared a 1 year budget from the date of approval of the audit report and performed stress test on revenue and expenditure which they believe to be prudent and realistic based upon their assessment of the economic outlook, which allows them to steer the direction of the Group. The Group's operations are cash generative and, based upon the forward projections, they believe that it is appropriate to apply going concern assumptions.

The directors have performed varios sensitivities on the current projections in order to assess the principal of going concern, incorporating the impact of potential loss of revenues for the Group. These scenarios focus on reductions to sales targets (15% and 10%) in line with losses from the previous crisis.

It is the directors' view that it is appropriate to apply the going concern basis of accounting given the Group has in place the necessary budgetary control framework, action plans, diversified revenue streams, significant cash reserves and available funding to support the ability of the Group to continue as a going concern.

Turnover is recognised from the sale of food produce on delivery of the product to the customer. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 to 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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:

Reseach and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expensee when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific are met in order to demonstrate the asset will generate probable future economic benefits and that its costs can be reliably measured. The capitalised developments costs are subsequently amortised on a straight-line basis over thier useful economic lives. The amortised expense is reocgnised within adminstrative expenses in profit or loss.

Tangible fixed assets 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:

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 profit and loss account.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Investments that qualify for Merger Relief under the Companies' Act are accounted for at the nominal value of the related instrument.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

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.

Cash and cash equivalents are basic financial assets and 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.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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 group after deducting all of its 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.

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 if, and only if, there is 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 stock or fixed 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.

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

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The directors assess the carrying value of the assets by reference to the present value of the discounted future cash flows of the Group. Having performed this assessment the directors have concluded the no impairment is required against the carrying value as shown in note 11.

Useful economic lives have been assessed on the basis of the direcotrs experience and expectation of the continued use of the assets acquired.

The directors assess trade receivables for recoverability and write off in full, any balances with companies which are in administration, resulting in a total bad debt charge of £12,925 (2023: £117,161) as at the year end. The directors also review the remaining balances for recoverability based on past trading patterns and with reference to post year end receipts. A provision of £443,729 (2023: £434,204) has been made for any amounts where there is considered sufficient doubt over recoverability.

The company expects that its subsidiaries will repay their repayable on demand intercompany loans in the foreseeable future, although no specific date is set. There is currently no plan to relieve any of the subsidiaries of their liabilities. Based upon these judgements, the directors believe it is appropriate to maintain intercompany receivables as current assets.

The directors assess the carrying value of the assets by reference to the present value of the discounted future cashflows of the Group. Having performed this assessment the directors have concluded that no impairment is required against the carrying value as shown in note 13.

The whole of the turnover is attributable from the sale of goods.

The auditor remuneration for the year was settled by the Group's subsidiary, Natoora Limited.

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

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Factors that may affect future tax charges

At the balance sheet date, the Group's subsidiaries had unutilised tax losses of £6,599,461 (2023: £6,349,765).

Details of the company's subsidiaries at 31 December 2024 are as follows:

All subsidiary entities are included in the consolidated group results.

Natoora Farming UK Limited, is exempt from audit of its individual accounts due to the existence of a parental guarantee given by Natoora Group Limited under Section 479A of the Companies Act 2006 relating to subsidiary companies. The members have not required Natoora Farming UK Limited to obtain an audit of its accounts for the year in question in accordance with Section 476 of the Companies Act 2006.

Secured creditors

Other loans relates to an invoice discounting facility which is secured by a fixed charge over Natoora Ltd's assets and a floating charged over all property or undertakings of the company, including a negative pledge dated 1 March 2016 and 27 June 2024.

The dilapidations provision has been recognised for repair works upon expiry of the various property leases held by the Group. There is uncertainty around the final total cost of these works on the eventual expiry of the leases.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax is expected to reverse over the next 12 months.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the balance sheet date, contributions totalling £75,232 (2023: £39,310) were payable to the fund.

In 2019, a number of employees were offered the opportunity to purchase growth shares in Natoora Group Limited. The fair value of these equity settled share was calculated at issue date on the basis of discounted expected values, with a range of scenarios modelled and valued according to their respective probabilities.

The weighted average remaining contractual life of share options outstanding as at 31 December 2024 was 1 year (2023: 2 years). A charge has been recognised in the financial statements in respect of the share options £344,154 (2023: £265,628).

The Ordinary A and Ordinary B shares confer on each holder the right to attend general meetings and vote on proposed resolutions. The holders of Ordinary C shares are not entitled to vote at general meetings.

Any distributions of profits is made in preference to holders of B shares until an amount equal to the subscription price has been distributed, then to holders of A shares such that they are participating pro rate and in proportion to the number of shares held in all distributions made, then to holders of C shares such that they are participating pro-rata and in proportion to the number of shares held in all distributions made and finally pari passu in proportion to the number of shares held by each holder.

On return of capital any surplus will be paid in the same priority as set above with reference to distributions.

The share premium account is used to record the aggregate amount or value of premiums paid when the company's shares are issued at an amount in excess of nominal value.

The merger reserve represents the difference between the cost of the investment and the net book value of the assets acquired in a group reconstruction as well as a difference between the cost of investment and the fiar value of consideration paid for business combinations.

The foreign exchange reserve relates to the translation movements arising on retranslation from the local currency of overseas components.

The profit and loss account includes all retained profits and losses of the group.

The group enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. The Group is committed to purchase €nil (2023: €nil) in exchange for a fixed sterling amount.

The group is party to a guarantee dated 17 September 2020 in favour of HSBC Bank USA for $55,885 (2023: $55,885) and 4 November 2022 for AUD$104,500 (2023: AUD$104,500).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

In line with the requirements of FRS 102 the Group is not required to disclose transactions with group companies on the grounds that these companies are wholly owned within the Group.