The directors present the strategic report for the year ended 31 December 2024.
The group headed by NSJL Limited has become internationally recognised as both an innovator and premium quality manufacturer within the nutritional supplement industry. The group aims to utilise a powerful combination of research scientists together with formulation, process and production technologies to enable it to provide a fully integrated manufacturing service, working with a diverse range of customers on a global basis.
The strategy of the business is to achieve attractive and sustainable rates of profitability and growth. To achieve this the group actively pursues new and continuing opportunities to sell existing and newly developed health and food supplements to the global market. As part of this strategy the group has sought to increase its customer base, reducing reliance on individual customers both within the UK and overseas.
The year ended 31 December 2024 saw an increase in revenues being achieved of 13.8% to £53.2m. The growth in sales has been achieved against a continued backdrop of global events which continue to impact both the UK and global economies. The increased focus of consumers on their health since the onset of the Covid pandemic has increased demand in the sector which the group serves and this performance follows a revenue growth in the prior year of 6.0%. The manufacturing flexibility which the group has brought into its production processes has allowed it to accommodate equally well both small and large scale production opportunities. Strategies implemented in prior years to mitigate the impact of global inflationary pressures in the supply chain have underpinned the achievement of a relatively stable but improving gross margin of 46.2% (2023: 45.3%). EBITDA achieved however has reduced to £3.1m (2023: £3.6m) as the group has continued to invest in its staff base. The balance sheet position remains strong, with net current assets as at 31 December 2024 of £7.6m (2023: £6.3m).
Success within the industry in the future will increasingly rely upon innovative products to allow differentiation from competitors. The group's objective therefore must be to continue to work with its customers to help ensure that the competitive edge is maintained through innovation and quality rather than compromise. This strategic report was written in mid 2025, a point in time where the UK is still suffering economically. Although the economic outlook portrayed in many forecasts remains difficult at the time of writing this report, the directors believe that the group is well placed to take advantage of any opportunities that might arise and are confident that with the effective application of its strategy the group will continue to trade profitably into the future.
Key performance indicators
The group’s key performance indicators (KPI’s) are summarised below:
KPI’s | 2024 | 2023 |
Turnover | £53,177,700 | £46,730,033 |
Gross Margin | 46.2% | 45.3% |
EBITDA | £3,085,454 | £3,633,715 |
EBITDA as % of turnover | 5.8% | 7.8% |
Net current assets | £7,552,421 | £6,333,836 |
Environmental matters
The group recognises the importance of its environmental responsibilities and accepts that concern for the environment and all employees is an integral and fundamental part of its corporate business strategy. The group monitors its impact on the environment and endeavours to design and implement policies and processes to reduce any damage that might be caused by the group's activities. Initiatives include the safe disposal of commercial waste, the minimisation of waste going to landfill, reducing energy consumption and the use of renewable natural resources where possible.
UK Greenhouse gas emissions and energy use data for the period 1 January 2024 to 31 December 2024
| 2024 | 2023 |
|
UK Energy use, kWh | 3,586,381 | 3,007,987 | kWh |
Associated Greenhouse Gas Emissions, Tonnes CO equivalent | 725.36 | 612.15 | tCO2e |
Intensity ratio, Emissions per employee | 2.25 | 1.96 | tCO2e |
Associated Greenhouse gases have been calculated following the HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government's Conversion Factors for Company Reporting. The group recognises its responsibility to ensure a safe and healthy environment and always endeavours to maintain sound environmental performance through the continued maintenance of our environmental management system, which is integrated into our overall business activities. Measures taken to improve energy efficiency across the group include increased video conferencing technology for staff meetings, to reduce the need for travel between sites; and the use of an electric car which produces significantly less CO2 than any gasoline-powered competitor by one director of the group. The group remains focused on wherever possible improving energy efficiency and reducing carbon emissions.
Stakeholder engagement
Statement by the directors in performance of their statutory duties in accordance with Section 172(1) Companies Act 2006
The board of directors of NSJL Limited consider that we have acted in good faith and have made decisions in the way that we believe would be most likely to promote the success of the group for the benefit of its members as a whole, noting the matters set out in Section 172(1)(a)-(f) of the Act. Our plans are intended to have a positive, beneficial impact on the company over the mid to long term and to contribute to its continued success in our delivery of our premium quality products to the global markets that we serve. In order to facilitate this approach we have identified each of our key stakeholder groups, evaluated their interests and considered how we have engaged with and responded to each group during the year.
Employees
Our senior management and wider team members are critical to the delivery of our plan. We are fortunate in that we have a proven track record of finding, training and retaining an outstanding workforce. This ensures a continuity of delivery and an inherent understanding by the team of the group’s desire for excellence in all that we do. Our people wish to work for an organisation with a strong commitment to ethical practices and compliance, whilst knowing that their views are recognised and acted upon. We therefore endeavour to be a responsible employer in our approach to the pay and benefits our team members receive, while the health, safety and well-being of our team is a key consideration in how we operate. The group has regular board meetings and communication with employees, together with on-going publication of information reports and bulletins to all staff members. There are regular team meetings and a full and comprehensive appraisal system for all staff members. We have developed over the years group values and policies in respect of workplace conduct to produce a supportive, respectful and friendly working environment. We invest heavily in learning and development to ensure that staff are equipped with the skills they need to do their roles. A rigorous Health, Safety and Environment policy is adopted to promote safe working practices as well as monitoring trends and making changes to procedures in response to those trends.
Customers
Customers have more choice now than ever before in terms of both who they purchase goods and services from and how these transactions are carried out. In order to ensure we continue to maintain the premium products that our customers value we continually seek to invest in researching and developing cutting edge product. We also invest in providing our customer facing teams with the training required to ensure they can provide the support that our customers have come to expect from our team, delivering a high quality experience for all customers on a consistent basis. Complaints are closely monitored and remedial actions are taken quickly where appropriate to retain customer goodwill. Our aim is to develop a strong relationship with our customers over the long term and we understand that the support that our staff provide is critical in retaining such relationships.
Funders and financial institutions
We are fortunate to enjoy strong, well established links with each of our funding partners and maintain these relationships through regular communications. The provision of reliable, timely management information to each funder further enables these trusted partners to monitor our financial position, and provides comfort of the financial headroom available within the company at any time.
Suppliers
Engagement with our suppliers is also key to our success, and we seek to develop trusted long term, collaborative partnerships in order to facilitate improved performance. Communications with all suppliers are intended to be prompt, clear and responsive. We communicate with our key strategic suppliers regularly throughout the year and involve our senior management team within these discussions ensuring that any issues or opportunities can be effectively considered in an open forum, while continuing to develop the relationship between us.
Local community
Our plans and strategies further consider the impact of our operations on the community and environment, as well as our wider social responsibilities, and in particular how we comply with environmental legislation and react promptly to local community concerns. Our intention is to behave responsibly and to ensure that the management operate the business in a responsible manner, recognising the high standards of business conduct and good governance expected for a business such as ours. We will also seek to continue to offer high quality employment opportunities for local residents, and currently employ over 300 people across our business. Our plans involve continuing to invest in our facilities, ensuring all sites are well maintained and take advantage of improvements to energy consumption to reduce our environmental footprint. We would hope that this approach will nurture our reputation in the local communities in which we operate.
The nature of the business environment in which the group operates is inherently risky. Whilst it is not possible to eliminate all such risks and uncertainties, the group has an established risk management and internal control system in place to manage them.
The directors and management meet regularly to identify the risks that are considered most likely to have an impact on the business and its strategic priorities. If emerging risks are identified, these are incorporated immediately into the risk management process.
The following sets out the principal risks faced by the group and how they are mitigated:
Competition
To achieve the group's strategy the group must maintain its competitive advantage by continuing to be innovative in its research and development activities. If the group does not succeed in keeping its products and manufacturing capabilities at the cutting edge of innovation then it could start to lose market share in its core markets.
The group invests significant amounts of its profits in continuous project development and seeks to work in partnership with major research institutions wherever possible to ensure its products are market leading.
People
The group depends on a flexible, diverse and well-motivated workforce. If the group does not succeed in attracting, developing and retaining skilled people, as well as understanding and embracing the diversity of those people, it will not be able to grow the business as anticipated.
The group monitors staff turnover closely. Pay and conditions are reviewed regularly against the prevailing market to ensure that the group remains competitive. Succession planning and staff development are managed at all levels in the group, underpinned by a performance review process which is designed to assist in the career development of its staff and also to identify potential successors to key roles.
Reputation
The group's ability to win new business and its relationship with customers, supply chain partners, employees and other stakeholders depends in large part on the good reputation that it has established and how it is perceived by others. The group's growth targets may not be achieved if its reputation is adversely affected.
The steps taken to maintain, protect and enhance the group's reputation include effective leadership, community engagement and striving to operate a safe and sustainable business.
Health and safety
The group's activities are often complex and require the continuous monitoring and management of health, safety and environmental risks. Failure to manage these risks could expose the group to a significant potential liability and to reputational damage.
Detailed policies and procedures exist to mitigate such risks and are subject to review and monitoring by the business and external specialists. Compliance is monitored in a number of ways including audit, leadership involvement and inspections.
Global events
In light of the recent situations arising in the UK and globally in recent periods, together with on-going significant inflationary pressures, the day to day operations of the business has been disrupted. The extent of the ongoing impact of these events is unclear and it is difficult to evaluate all of the potential implications on the group’s trade, customers, suppliers and the wider economy.
The directors have prepared updated and sensitised forecasts for the coming year and have taken steps to ensure the group has sufficient funding to bridge the period of disruption and to manage the group’s cash flow requirements as appropriate during this period of uncertainty, thus enabling the group to meet its obligations as they fall due.
Treasury operations and financial instruments
The group's operations expose it to a variety of financial risks that include the effects of price risk, credit risk, liquidity risk and interest rate cash flow risk.
The group has in place an informal risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs.
Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group's finance department.
Price risk
The group is exposed to commodity price risk as a result of its operations. However, given the size of the group's operations, the cost of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the group's operations change in size or nature. The group has no exposure to equity securities price risk as it holds no listed or other equity investments.
Credit risk
The group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is continually monitored in line with the group's credit control procedures. Credit risk insurance has been evaluated by the directors and has been utilised where appropriate based on an assessment of risk and cost effectiveness. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.
Liquidity risk
The group actively maintains a mixture of long term and short term debt finance that is designed to ensure that the group has sufficient funds for operations and planned expansions.
Interest rate cash flow risk
The group has both interest bearing assets and interest bearing liabilities. Interest bearing assets comprise only cash balances, which earn interest at floating rates. Interest bearing liabilities comprise debt at fixed and floating rates.
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 13.
No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a final dividend.
Going concern
The financial statements have been prepared on a going concern basis which assumes that the company and group will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered the facilities that are in place at the date of signing the report.
At 31 December 2024 the group has net current assets of £7,552,421(2023: £6,333,836) and a net assets position of £10,182,963 (2023: £9,016,438).
Global events such as the war in the Ukraine, coupled with global inflationary pressures, have impacted upon the business of the group. At the date of signing these financial statements sales by the group into the worldwide territories it serves have remained strong and actions taken by the directors to safeguard its operations both before and during these events has meant that the group have been able to, and are forecast to, continue to operate within its existing facilities. The directors have been and remain in open dialogue with its facilities provider and they are fully aware of the on-going and forecast position of the business.
The directors have analysed the cash flow requirements of the group, and based on the future forecasts of the group, a review of the facilities in place and discussions with the providers of finance, the directors have a reasonable expectation that the group will be able to continue to operate within existing facility levels in place.
Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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 strive for excellent working relationships with it's suppliers, this encourages mutual business development over the long term. Payments are usually made by monthly payments into the suppliers bank accounts in line with payment terms agreed with the individual supplier.
During the financial year, applied research and development work was directed towards the introduction of improved products, the application of new technology to reduce unit and operating costs and to improve service to customers.
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
The Strategic Report contains details on how directors have engaged with employees and taken account of their interests as part of the wider Stakeholder Engagement note contained in that report.
The strategy and future developments in the business are set out in the Strategic Report.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The group report on its emissions, energy consumption and energy efficiency activities is included in the strategic report.
We have audited the financial statements of NSJL 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).
Basis for 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
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.
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;
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.
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 £14,460 (2023 - £46,103 loss).
NSJL Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 2, Christchurch Road, Baglan Industrial Estate, Port Talbot, Neath Port Talbot, United Kingdom, SA12 7BZ.
The group consists of NSJL 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 unless otherwise specified within these accounting policies and in accordance with FRS 102. 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 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The consolidated financial statements incorporate those of NSJL Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained.
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.
The financial statements have been prepared on a going concern basis which assumes that the company and group will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered the facilities that are in place at the date of signing the report.
At 31 December 2024 the group has net current assets of £7,552,421(2023: £6,333,836) and a net assets position of £10,182,963 (2023: £9,016,438).
Global events such as the war in the Ukraine, coupled with global inflationary pressures, have impacted upon the business of the group. At the date of signing these financial statements sales by the group into the worldwide territories it serves have remained strong and actions taken by the directors to safeguard its operations both before and during these events has meant that the group have been able to, and are forecast to, continue to operate within its existing facilities. The directors have been and remain in open dialogue with its facilities provider and they are fully aware of the on-going and forecast position of the business.
The directors have analysed the cash flow requirements of the group, and based on the future forecasts of the group, a review of the facilities in place and discussions with the providers of finance, the directors have a reasonable expectation that the group will be able to continue to operate within existing facility levels in place.
Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
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.
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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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 assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
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.
The group operates a defined contribution plan for its employees. Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Research and development
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 is demonstrated.
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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Stocks are valued at the lower cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the economic environment and stock loss trends.
Provision is made for costs that have been incurred but not yet invoiced. This requires managements best estimate of final costs that have been incurred based on the fulfilment by suppliers of their contractual agreements.
The whole of the turnover is attributable to the principal activity of the group.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
During the year, retirement benefits were accruing to 2 directors (2023: 2) in respect of defined contribution pension schemes.
The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
The directors believe that the carrying values of the investments are supported by their underlying net assets and forecast future financial perofrmance.
Details of the company's subsidiaries at 31 December 2024 are as follows:
With the exception of Proven US Inc, whose registered office is 251 Little Falls Drive, Wilmington, New Castle, Delaware, 19808, the registered office of each of the above subsidiaries is Unit 2, Christchurch Road, Baglan Industrial Estate, Port Talbot, SA12 7BZ.
Under s479A of the Companies Act 2006, Verywise Nutrition Limited (registered number 05079780)is exempt from the requirements of the Act relating to the audit of individual accounts. NSJL Limited has guaranteed the liabilities of Verywise Nutrition Limited.
Cost of sales includes an expense of £24,851,424 (2023: £22,435,583) in respect of the cost of stock.
A provision of £453,370 (2023: £563,351) was made against impairment of stocks due to slow-moving and obsolete stock.
The amounts owed by group undertakings are unsecured, interest free and have no fixed terms for repayment.
The amounts owed to group undertakings are interest-free and unsecured with no fixed terms for repayment.
Secured loans
The bank loan is secured by legal charges over the assets of the company. The bank loan outstanding as at 31 December 2024 bears interest at 1.45% above base rate.
Included within other creditors is £4,014,620 (2023: £3,973,255) in relation to balances drawn down on the company's invoice discounting facility at the period end. The invoice discounting creditor is secured by a fixed charge over all of the debts purchased from the company and their associated rights and floating charges covering all property or undertaking of the company.
Included within other creditors is £2,319,548 (2023: £4,606,663) in relation to balances drawn on the company's supplier invoice facility at the period end. This creditor is secured by a fixed charge on the goods purchased from the agreed supplier and a fixed and floating charge over the assets of the company.
The bank loan is secured by legal charges over the assets of the company. The bank loan outstanding as at 31 December 2024 bears interest at 1.45% above base rate.
The other loans are unsecured and interst bearing.
The bank loans are secured by legal charges over the assets of the company. The bank loan outstanding as at 31 December 2024 bears interest at 1.45% above base rate.
The other loans are interest bearing and unsecured.
Finance lease liabilities are secured on the specific assets to which the finance relates.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
Of the total consideration receivable for the issuance of Ordinary shares, an amount of £2 remains outstanding as at 31 December 2024. This amount is included within debtors due within one year.
The profit and loss account represents the accumulated profits, losses and distributions of the company.
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:
Key management are considered to be the Directors only.
During the year the group entered into the following transactions with entities which are related by virtue of common directorship/shareholding:
The following amounts were outstanding at the reporting end date:
Total gross amounts receivable from companies which are related by virtue of a common directorship/shareholder as at 31 December 2023 amounted to £1,288,916 (2023:£1,448,965), against which a provision for doubtful debt is carried of £646,538 (2023: £585,566). The net amount of £642,378 (2023: £863,399) is included in other debtors due within one year. The amounts are interest free and unsecured.
As at 31 December 2024, included in trade debtors are total gross amounts receviable from companies related by virtue of a common directorship/shareholder of £218,522 (2023: £181,583), against which a provision for doubful debt of £216,814 (2023: £179,601) is carried.
During the year the group paid rent to the director's pension scheme of £200,417 (2023: £194,125).
As at 31 December 2024 there was an amount receivable from the directors of the group of £75,187 (2023: payable to £4,988), which was interest free and unsecured. The amount receivable is included in other debtors due within one year (2023: other creditors due within one year) and was cleared subsequent to the year end.