REGISTERED NUMBER: 12783088 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

FOR

GROWN ALCHEMIST LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Ms A Teal

A Hoffmann

REGISTERED OFFICE:

G6 Titan Road

Bristol

BS34 6FD

REGISTERED NUMBER:

12783088 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

122,950

154,540

CURRENT ASSETS

Stocks

369,830

182,368

Debtors

5

778,450

368,235

Cash at bank

153,393

-

1,301,673

550,603

CREDITORS

Amounts falling due within one year

6

4,379,970

1,821,426

NET CURRENT LIABILITIES

(3,078,297

)

(1,270,823

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,955,347

)

(1,116,283

)

CAPITAL AND RESERVES

Called up share capital

7

2

2

Retained earnings

(2,955,349

)

(1,116,285

)

SHAREHOLDERS' FUNDS

(2,955,347

)

(1,116,283

)

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 22 September 2025 and were signed on its behalf by:

Ms A Teal - Director

1.	STATUTORY INFORMATION

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

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

Please note that the comparative period was shortened to align with group reporting dates. As such, the comparative figures are not directly comparable.

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 financial statements are prepared on the going concern basis despite net liabilities, as the ultimate controlling party A Hoffmann has expressed both the ability and willingness to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period of at least 12 months and 1 day from the date of the signing of the Grown Alchemist Ltd audit report. As a result of these commitments the directors have continued to adopt the going concern basis in preparing these 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.

Turnover

Turnover from sale of goods is recognised at the point in time when the risks and rewards of ownership are transferred to the customer, generally at agreed place of delivery. Revenues are recognised based on the agreed price less any discounts.

Tangible fixed assets

Tangible fixed assets are initially recognised at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

Plant and machinery etc - Straight line over 2 - 5 years

Stocks

Stocks are valued at the lower of cost and estimated selling price less costs to sell, after making due allowance for obsolete and slow moving items. Stocks are valued using the average cost basis.

Financial instruments

Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any other financial instruments as covered by Section 12 of FRS102.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

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

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 April 2023

158,955

Additions

24,252

At 31 March 2024

183,207

DEPRECIATION

At 1 April 2023

4,415

Charge for year

55,842

At 31 March 2024

60,257

NET BOOK VALUE

At 31 March 2024

122,950

At 31 March 2023

154,540

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.24

31.3.23

£

£

Trade debtors

544,345

355,295

Amounts owed by group undertakings

9,972

10,997

Other debtors

224,133

1,943

778,450

368,235

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.24

31.3.23

£

£

Trade creditors

184,221

34,823

Amounts owed to group undertakings

3,852,314

1,671,979

Taxation and social security

-

7,132

Other creditors & accruals

343,435

107,492

4,379,970

1,821,426

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.24

31.3.23

value:

£

£

2

Ordinary

£2

2

2

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Qualified opinion

We have audited the financial statements of Grown Alchemist Ltd (the 'company') for the period ended 31 March 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

-

give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its loss for the period 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 qualified 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 qualified opinion.

In the course of conducting our audit, we were unable to obtain sufficient audit evidence regarding the date of delivery of goods to customers to determine whether revenue was recognised in the correct accounting period.

In addition, we were not appointed as auditor of the company until after 31 March 2024 and thus did not observe the counting of the physical inventories at the end of the year. We were also unable to satisfy ourselves by alternative means concerning the £182,368 value of the company's opening stock recognised in the financial statements as at 31 March 2023, as well as inventory quantities held at 31 March 2024 recognised in the balance sheet at £369,830.

As a result of the above, we cannot gain comfort that sales, opening stock, cost of sales and closing stock in the profit and loss account, as well as stock and retained earnings on the balance sheet are materially correct.

Further, we were unable to verify the existence of the fixed assets in the financial statements beyond their initial cost. Consequently, we were unable to determine whether any impairment to the amount in the balance sheet at 31 March 2024 of £122,950 was required.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which states that the directors are satisfied that the company is a going concern based upon the confirmation of continued support from the Ultimate Beneficial Owner, for a period in excess of 12 months and 1 day from the signing of the audit report. However, we are unable to verify that sufficient funds are available in order to provide such support. This indicates that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

As described in the Basis for qualified opinion section of our report, our audit opinion is qualified for inability to obtain sufficient audit evidence concerning the existence of stock, delivery records for recognised revenue, and whether all of the fixed assets exist, or whether any may require impairment.

Matters on which we are required to report by exception

Except for the matters described in the basis for qualified opinion section of our report, in light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors that are inconsistent with our overall view of the financial statements.

Arising solely from the limitation on the scope of our work relating to stock, turnover, cost of sales and fixed assets, referred to above:

-

We have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

-

We were unable to determine whether adequate accounting records have been kept.

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:

-

returns adequate for our audit have not been received from branches not visited by us; or

-

the 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

-

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Ian Phipps (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"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 a Report of the Auditors 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."

9.	POST BALANCE SHEET EVENTS

On 29 June 2025, subsequent to the balance sheet date, a group restructuring was undertaken. As part of this restructuring, the company's immediate parent company changed from Group Fourteen Holdings Pty Ltd to Group Alchemist Holdings Limited.

This change in immediate parent company was effected through a corporate restructure and did not result in any change to the ultimate ownership or control of the company.

10.	ULTIMATE PARENT COMPANY

The parent company of the smallest group which prepares consolidated financial statements is Group Fourteen Holdings Pty Ltd, a company registered at 3 Moss Place, North Melbourne VIC 3051, Australia. The consolidated financial statements are not publicly available.