Natural Wellness UK Limited - Filleted accounts

Registered number

06232069

Natural Wellness UK Limited

Filleted Accounts

31 March 2025

Natural Wellness UK Limited
Registered number:		06232069
Balance Sheet
as at 31 March 2025

Notes			2025			2024
£				£
Fixed assets
Investments	4		1			1

Current assets
Debtors	5	3,647,736			1,912,989
Cash at bank and in hand		343			8,008
		3,648,079			1,920,997

Creditors: amounts falling due within one year	6	(56,789,730)			(18,000)

Net current (liabilities)/assets			(53,141,651)			1,902,997

Total assets less current liabilities			(53,141,650)			1,902,998

Creditors: amounts falling due after more than one year	7		(4,949,224)			(58,228,161)



Net liabilities			(58,090,874)			(56,325,163)

Capital and reserves
Called up share capital			1			1
Profit and loss account			(58,090,875)			(56,325,164)

Shareholder's funds			(58,090,874)			(56,325,163)

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

The financial statements were approved by the director and authorised for issue on 27th April 2026 and were signed by:


H Ramdin
Director
Approved by the board on 27 April 2026

Natural Wellness UK Limited
Notes to the Accounts
for the year ended 31 March 2025


1	Accounting policies

	Basis of preparation
	The financial statements have been been prepared in accordance with FRS 102 and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

	Turnover
	Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

	Going concern
	At the time of approving the financial statements, the director has reasonable expectation that the company will be able to meet its obligations as they fall due and continue in operational existence for the foreseeable future. The director has confirmed that the company will have continued financial support from its ultimate beneficial owner, Mr A Goenka.

	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

	Debtors
	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

	Creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

	Taxation
	A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

	Provisions
	Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

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

	Financial instruments
	Basic financial assets, including trade and other receivables and cash and bank balances are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. Basic financial liabilities, including trade and other payables, bank loans, loans from fellow Group companies and prefereance 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 receipts discounted at market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
	Critical accounting judgements and key sources of estimation uncertainty
	In the application of the company's accounting polocies, the director is required to make judgements, estimates and assumptions about the carrying value of the amiunt of assets and liabilities that are not readily apparent from the other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The estimates and underlying assumptions are reviewed on an ongoing basis.



2	Audit information

	The audit report is qualified. Basis for qualified opinion: Included within the Debtors: Amounts due from, Veria Lifestyle Capital LLC, a wholly owned subsidiary of £3,647,736 for which the we are unable to obtain sufficient appropriate audit evidence regarding the measurement and accuracy of the balance by other audit procedures.

	Senior statutory auditor:	D Bathmanathan
	Firm:	Kaiser Nouman Nathan LLP
	Date of audit report:	28 April 2026


3	Employees		2025		2024
Number				Number

	Average number of persons employed by the company		0		0


4	Investments
Investments in
subsidiary
undertakings
£
	Cost
	At 1 April 2024				1

	At 31 March 2025				1


5	Debtors		2025		2024
£				£

	Amounts owed by group undertakings and undertakings in which the company has a participating interest		3,647,736		1,909,030
	Other debtors		-		3,959
			3,647,736		1,912,989


6	Creditors: amounts falling due within one year		2025		2024
£				£

	Other creditors		56,789,730		18,000


7	Creditors: amounts falling due after one year		2025		2024
£				£

	Amounts owed to group undertakings and undertakings in which the company has a participating interest		4,949,224		3,235,928
	Other creditors		-		54,992,233
			4,949,224		58,228,161


8	Events after the reporting date

	RBL Bank Limited is in litigation against Veria Lifestyle Capital LLC (a 100% subsidiary of Natural Wellness UK Limited) and the ultimate parent, Keys River Trading Corp for the breach of contract and failure of payment. As at the date of this report the directors of Veria Lifestyle Capital LLC is waiting for the court for further information on the progress of the matter. The director confirmed that the attorney for Veria Lifestyle Capital LLC is unable to predict the outcome of the case. The company (Natural Wellness UK Ltd) have given corporate guarantee on the borrowings.

	Included under other creditors, is interest bearing loan of £56,775,330 due to Sun Alpha Group Holdings Inc (formerly Bayline Holdings). The repayment terms have expired and the director is unable to agree an extension with Sun Alpha Holdings Inc on repayment. Both parties are still under negotiation. The director is exploring other options for settling the loan.

9	Capital commitments
	The company has a capital contribution agreement in place with it's 100% subsidiary, Veria Lifestyle Capital LLC.



10	Related party transactions

	At the year end, total amount due to the parent company is £4,949,225 (2024 £3,235,928) and amount recoverable from subsidiary £3,694,091 (2024 £1,909,030)


11	Controlling party

	The ultimate parent company is Keys River Trading Corp. registered address CRAIGMUIR CHAMBERS, P O Box 71, Road Town Tortola. British Virgin Islands.

12	Contigent liabilities

	There were no contigent liabilities at the balance sheet date.

13	Auditors liability limitation agreement

	The company has entered into a liability limitation agreement with Kaiser Nouman Natrhan LLP in respect of the statutory audit for the year ended 31 March 2025. The proportionate liability agreement follows the standard terms in appendix B to the Fianacial Reporting Councils' June 2008 Guidance on Auditors Liability Agreements and as approved by the members on 14 October 2025.


14	Other information

	Natural Wellness UK Limited is a private company limited by shares and incorporated in England. Its registered office is:
	Devonshire House
	582 Honeypot Lane
	Stanmore
	Middlesex
	HA7 1JS