General Information
H2Nutrition Ltd is a private company, limited by shares, registered in England and Wales, registration number 13212835, registration address 100 Cambridge Street, Cambridge Street, London, SW1V 4QG.
The presentation currency is £ sterling.
| 1. |
Accounting policies
Significant accounting policies
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by Section 1A of the standard).
Going concern basis
The company made a loss of £797,846 for the period and had net assets of £92,646 at 31 December 2025. The net asset position reflects the advance subscription agreement of £707,135 held within equity at the reporting date, which formally converted into 19,758 ordinary shares on 28 January 2026.
The directors have a reasonable expectation that, with the continued support of its investors and its financing facilities, the company has adequate resources to continue in operational existence for at least 12 months from the date of approval. Accordingly, the financial statements have been prepared on the going concern basis.
Turnover
Turnover represents amounts receivable for the sale of breakfast food products in the ordinary course of business, stated net of value added tax, returns and discounts. Turnover is recognised when the significant risks and rewards of ownership have transferred to the customer, generally on despatch of the goods, the amount of turnover can be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the company. Sales made through online marketplaces and payment platforms are recognised on this basis irrespective of the timing of settlement by the platform.
Amounts due from payment platforms and marketplaces in respect of sales recognised but not yet settled at the reporting date are included as accrued income within debtors.
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All foreign exchange differences are included to the profit and loss account.
Intangible assets
Intangible fixed assets are included at cost less accumulated amortisation. Amortisation has been provided at the following rates in order to write off the assets over their estimated useful lives:- Other Intangibles - 5 Years Straight Line
Tangible fixed assets
Tangible fixed assets are stated at cost or valuation less depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following basis:
| Motor Vehicles |
5 Years Straight Line
|
| Fixtures and Fittings |
3 Years Straight Line
|
| Computer Equipment |
3 Years Straight Line
|
Operating lease rentals
Rentals payable under operating leases are charged against income on a straight line basis over the lease term.
Stocks
Stocks are stated at the lower of cost and net realisable value. Cost comprises the purchase price of finished goods and packaging, together with the costs incurred in bringing the stock to its present location and condition. Cost is determined on a first-in, first-out basis.
Net realisable value is the estimated selling price less any costs to complete and sell. Provision is made for slow-moving, damaged, obsolete and short-dated or out-of-date stock.
Stock held at third-party fulfilment centres, including Amazon and stock in transit is included within stocks where the risks and rewards of ownership rest with the company.
Defined contribution pension plan
The company operates a defined contribution pension plan for the benefit of its employees. Contributions are recognised as expenses as they become payable. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet.
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets and liabilities, including trade and other receivables and payables, 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 an arrangement constitutes a financing transaction it is measured at the present value of future cash flows discounted at a market rate of interest.
Interest-bearing borrowings are initially recognised at the transaction price, being the proceeds received net of directly attributable transaction costs, including arrangement fees. They are subsequently measured at amortised cost using the effective interest method, with transaction costs recognised in profit or loss over the term of the borrowing as part of the finance charge through the unwinding of the effective interest rate.
Financial assets and liabilities are offset, with 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.
|
| 2. |
Average number of employees
Including directors and key management personnel.
Average number of employees during the period was 5 (2025 : 7).
|
| 3. |
Financial Commitments, Guarantees and Contingencies
At 31 December 2025 the company had the following future minimum lease payments under
non-cancellable operating leases for each of the following periods.
-
Less than one year - £11,010 (28/02/2025: £20,972)
-
1-5 years - £0 (28/02/2025: £62,917)
On 1 January 2025, the Company acquired the trade and assets of the Bimuno product range from Clasado Limited. The consideration is a profit share of the net profit of the relevant products. The profit share charged in the period was £60,700. The total amount payable depends on future product profitability. The directors' best estimate of the remaining amounts payable is approximately £1,600,000.
The Company had no other financial commitments other than those disclosed above at the balance sheet date.
|
| 4. |
Intangible fixed assets
| Cost |
Other |
|
Total |
| |
£ |
|
£ |
| At 01 March 2025 |
31,988 |
|
31,988 |
| Additions |
320 |
|
320 |
| Disposals |
- |
|
- |
| At 31 December 2025 |
32,308 |
|
32,308 |
| Amortisation |
| At 01 March 2025 |
18,423 |
|
18,423 |
| Charge for period |
5,348 |
|
5,348 |
| On disposals |
- |
|
- |
| At 31 December 2025 |
23,771 |
|
23,771 |
| Net book values |
| At 31 December 2025 |
8,537 |
|
8,537 |
| At 28 February 2025 |
13,565 |
|
13,565 |
|
| 5. |
Tangible fixed assets
| Cost or valuation |
Motor Vehicles |
|
Fixtures and Fittings |
|
Computer Equipment |
|
Total |
| |
£ |
|
£ |
|
£ |
|
£ |
| At 01 March 2025 |
- |
|
1,183 |
|
2,248 |
|
3,431 |
| Additions |
16,335 |
|
639 |
|
- |
|
16,974 |
| Disposals |
- |
|
- |
|
- |
|
- |
| At 31 December 2025 |
16,335 |
|
1,822 |
|
2,248 |
|
20,405 |
| Depreciation |
| At 01 March 2025 |
- |
|
1,020 |
|
1,655 |
|
2,675 |
| Charge for period |
1,722 |
|
299 |
|
562 |
|
2,583 |
| On disposals |
- |
|
- |
|
- |
|
- |
| At 31 December 2025 |
1,722 |
|
1,319 |
|
2,217 |
|
5,258 |
| Net book values |
| Closing balance as at 31 December 2025 |
14,613 |
|
503 |
|
31 |
|
15,147 |
| Opening balance as at 01 March 2025 |
- |
|
163 |
|
593 |
|
756 |
|
| 6. |
Stocks
|
31/12/2025
£ |
|
28/02/2025
£ |
| Inventory - Merchandise |
38,274 |
|
5,549 |
| Inventory - Cost of Product |
359,348 |
|
422,979 |
| Goods In Transit |
126,574 |
|
0 |
|
524,196 |
|
428,528 |
|
| 7. |
Debtors: amounts falling due within one year
|
31/12/2025
£ |
|
28/02/2025
£ |
| Trade Debtors |
18,766 |
|
10,562 |
| Other Debtors |
3,913 |
|
25,490 |
| VAT |
12,871 |
|
29,050 |
| Prepayments |
11,288 |
|
6,412 |
| Accrued Income |
53,622 |
|
33,908 |
|
100,460 |
|
105,422 |
|
| 8. |
Creditors: amount falling due within one year
|
31/12/2025
£ |
|
28/02/2025
£ |
| Trade Creditors |
66,540 |
|
99,705 |
| PAYE & Social Security |
6,134 |
|
6,597 |
| Accrued Expenses |
0 |
|
250 |
| Other Creditors |
201,631 |
|
157,375 |
| Directors Loan Account |
234 |
|
234 |
| Short Term Loan |
373,924 |
|
102,710 |
|
648,463 |
|
366,871 |
At the balance sheet date, amounts owed to CapRelease Financing Limited of £50,150 are included within creditors. These liabilities are secured by a floating charge created on 6 June 2025 and registered at Companies House on 25 June 2025 (charge code 1321 2835 0001). The charge is held over the company's stock, accounts, trade receivables and cash and cash equivalents, and incorporates a negative pledge.
|
| 9. |
Share Premium Account
|
31/12/2025
£ |
|
28/02/2025
£ |
| Equity Share Premium b/fwd |
2,488,501 |
|
2,488,501 |
|
2,488,501 |
|
2,488,501 |
|
| 10. |
Special Reserves
|
31/12/2025
£ |
|
28/02/2025
£ |
| Equity to be issued |
707,135 |
|
0 |
|
707,135 |
|
0 |
The special reserves account represents consideration of £707,135 received in the period under an advance subscription agreement, for which ordinary shares had not been allotted at the balance sheet date. The amount carries no right to repayment and converts solely into the company's own ordinary shares, and is therefore presented within equity. The shares were subsequently allotted on 28 January 2026 (see post balance sheet events).
|
| 11. |
Change in reporting date and comparatives
During the period, the company changed its reporting date from 28 February to 31 December. These financial statements have accordingly been prepared for the 10 month period from 1 March 2025 to 31 December 2025. The comparative amounts are for the 12 month period ended 28 February 2025. As a result, the comparative information presented is not entirely comparable with that of the current period.
The company transitioned from FRS 105 to FRS 102 Section 1A as it no longer qualifies for the micro-entities regime. This has not had a material impact on the reported financial position or performance of the company.
|
| 12. |
Restatement
An error relating to revenue recognition and transaction fees was identified in the prior period financial statements. Revenue in the prior year was overstated, whilst the associated fees were understated. In accordance with FRS 102 Section 10 Accounting Policies, Estimates and Errors, the prior year comparatives have been restated to correct this error.
The effect of the restatement on the prior year comparatives is as follows:
- Decrease in revenue for the year ended 28 February 2025: £28,703
- Increase in cost of sales (fulfilment costs) for the year ended 28 February 2025: £3,168
- Increased loss for the year ended 28 February 2025 by: £31,871
- Decrease in debtors as at 28 February 2025: £31,871
- Decrease in net assets as at 28 February 2025: £31,871
- There is no tax effect arising from this restatement. The company was loss-making in the prior period.
Comparative balances have been restated accordingly. |
| 13. |
Related party transactions
During the year, there were no related party transactions that require disclosure under FRS102 Section 1A (28/02/2025: None).
|
| 14. |
Post balance sheet events
On 28 January 2026, after the reporting date, the company allotted 19,758 ordinary shares of £0.10 each in conversion of the Advance Subscription Agreement, for total consideration of £749,727. Of this, £707,135 was held within the equity to be issued reserve at the reporting date, with the remaining £42,592 received after the reporting date. On allotment, the consideration was transferred to share capital and share premium.
This is a non-adjusting event after the reporting period and the financial statements as at 31 December 2025 have not been adjusted to reflect it.
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