Registration number:
Year Ended
Registration number:
SimplyCook Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
SimplyCook Limited
Company Information
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Directors |
Fabien Desiage Katarzyna Choinska Richard Watson |
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Registered office |
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Auditors |
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SimplyCook Limited
Strategic Report for the Year Ended 31 December 2025
The directors present their report for the year ended 31 December 2025.
Principal activity
The principal activity of the Company is the retail of ready-to-cook recipe kits.
SimplyCook is on a mission to bring joy and exceptional flavour to millions of mealtimes, by making it easy for consumers to cook delicious and exciting meals at home.
Fair review of the business
During the year the Company continued to execute its strategy of making cooking simple for consumers. The performance achieved during the period is set out in the Profit and Loss Account on page 11.
Financial key performance indicators
The directors consider the key financial performance indicators of the business to be turnover growth and gross margin.
The results of the Company show a turnover increase year-on-year to £14,407,536 (2024: £14,148,928), representing stable growth of +1.8%. This was driven by an improvement in the quality of acquired subscribers, which boosted activation and retention rates in the direct-to-consumer subscription channel.
Gross margin improved to 52.6% (2024: 50.3% ) as the supply base stabilised following a period of cost inflation in recent years, driven by the Ukraine war. The post-tax loss for the year amounted to £479,127 (2024: £985,565 loss), due to the gross margin improvement, as well as greater return on investment from reduced marketing spend year-on-year.
As at 31 December 2025, the Company has cash at bank and in hand of £21,647 (2024: £411,975). The Company entered into a cash pooling agreement with the parent company, so whilst the cash position decreased, intercompany debtors increased.
The parent company had sufficient liquidity and access to committed credit facilities to meet all short-term financial obligations of the business, and continues to provide finance to the Company as required. At an overall net asset position, the business has net assets of £1,797,380 (2024: £2,276,507).
SimplyCook Limited
Strategic Report for the Year Ended 31 December 2025
Principal risks and uncertainties
The management of the Company and the execution of its strategy are subject to a number of risks and uncertainties, including:
• Macroeconomic uncertainty and pressure on consumer disposable income, which may reduce demand for subscription services.
• Changes in consumer purchasing behaviour or increased customer acquisition costs.
• Inflationary pressure resulting from the 2024 Autumn Budget, including increased employment costs and environmental compliance costs.
• The ongoing conflict in the Middle East is expected to result in additional input cost inflation in future.
• A strong competitive environment with production innovation, new entrants to the direct-to-consumer channel and private label alternatives in retail.
• A rise in data and cyber security threats.
The process of risk management is addressed through a framework of policies, procedures and internal controls. There is a robust forecasting process in place and regular performance reviews with executive leadership, with optionality built into the business plan. The Company is well placed to take any necessary action associated with the risks identified.
Future developments
The directors are supportive of the long term strategy to focus on high quality customer acquisition. The directors recognise the continued risks posed by the wider economic outlook and the impact this could have on business performance, and the Company therefore continues to diversify its product and platform offering to deliver on its mission to bring joy and exceptional flavour to millions of mealtimes.
Approved by the
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SimplyCook Limited
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
For the year ending 31 December 2025, turnover was £14,407,536 (2024: £14,148,928) and the post-tax loss for the year amounted to £479,127 (2024: £985,565 loss).
The directors do not recommend a final dividend for the financial year.
Directors' of the company
The directors, who held office during the year, were as follows:
Financial instruments
Objectives and policies
The Company’s principal financial instruments comprise bank balances, group debtors and creditors, and trade creditors. The Company’s primary financial risk is liquidity.
Risk to financial instruments
Liquidity risk
Liquidity risk is assessed through a regular cash forecasting process and robust management of discretionary marketing spend. The forecasting process is designed to ensure the Company is well positioned to support the business strategy and growth plans.
Currency risk
Currency risk is low as the Company only operates in the UK.
Credit risk
The Company’s overall credit risk is low. The Company’s main income stream is through the direct to consumer business model, with payment made by the customer prior to delivering the product. We implement strict payment terms with retailers for our sales made online and in-store via UK supermarkets.
SimplyCook Limited
Directors' Report for the Year Ended 31 December 2025
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
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SimplyCook Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
SimplyCook Limited
Independent Auditor's Report to the Members of SimplyCook Limited
Opinion
We have audited the financial statements of SimplyCook Limited (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework'.
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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 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 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 materially inconsistent with the financial statements or our knowledge obtained in 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
SimplyCook Limited
Independent Auditor's Report to the Members of SimplyCook Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or 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 |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
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.
SimplyCook Limited
Independent Auditor's Report to the Members of SimplyCook Limited
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the company's website for indication of any regulations and certification in place and discussed these with the relevant individuals responsible for compliance. The key regulations we identified were employment law, Food Standards Agency regulations and The General Data Protection Regulation ("GDPR"). We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the company's ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements
• Reviewing the company's GDPR policy and enquiries to the company's legal counsel as to the occurrence and outcome of any reportable breaches
• Reviewing the Information Commissioner's Office (ICO) website for any enforcement actions or decision notices impacting the company
• Reviewing legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance
As part of our enquiries, we discussed with management whether there has been any instances of known or alleged fraud.
We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements. The key risks we identified were the overstatement of the financial position of the company for commercial purposes and to meet investor expectations. Based upon our understanding we designed and conducted audit procedures including:
• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business.
• Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.
• Undertook specific cut-off procedures in respect of revenue recognition and a reconciliation of revenue to 3rd party reports and to cash receipts in order to confirm the occurrence and existence of
revenue.
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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
SimplyCook Limited
Independent Auditor's Report to the Members of SimplyCook Limited
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the company's website for indication of any regulations and certification in place and discussed these with the relevant individuals responsible for compliance. The key regulations we identified were employment law, Food Standards Agency regulations and The General Data Protection Regulation ("GDPR"). We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the company's ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements
• Reviewing the company's GDPR policy and enquiries to the company's legal counsel as to the occurrence and outcome of any reportable breaches
• Reviewing the Information Commissioner's Office (ICO) website for any enforcement actions or decision notices impacting the company
• Reviewing legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance
As part of our enquiries, we discussed with management whether there has been any instances of known or alleged fraud.
We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements. The key risks we identified were the overstatement of the financial position of the company for commercial purposes and to meet investor expectations. Based upon our understanding we designed and conducted audit procedures including:
• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business.
• Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.
• Undertook specific cut-off procedures in respect of revenue recognition and a reconciliation of revenue to 3rd party reports and to cash receipts in order to confirm the occurrence and existence of
revenue.
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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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.
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For and on behalf of
Blackbrook Gate 1
Blackbrook Business Park
Taunton
Somerset
TA1 2PX
SimplyCook Limited
Profit and Loss Account
Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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|
|
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Administrative expenses |
( |
( |
|
|
Operating loss |
( |
( |
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Interest receivable and similar income |
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|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(247,366) |
(190,797) |
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Loss before tax |
( |
( |
|
|
Tax on loss |
|
|
|
|
Loss for the year |
( |
( |
The above results were derived from continuing operations.
SimplyCook Limited
Balance Sheet
31 December 2025
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Note |
31 December |
31 December |
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Fixed assets |
|||
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Intangible assets |
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Tangible assets |
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|
|
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||
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Current assets |
|||
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Stocks |
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|
|
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Trade and other debtors |
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Cash at bank and in hand |
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|
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Deferred tax asset |
691,779 |
1,632,346 |
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|
|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
150,357 |
150,357 |
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Share premium reserve |
9,925,282 |
9,925,282 |
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Retained earnings |
(8,278,259) |
(7,799,132) |
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Shareholders' funds |
1,797,380 |
2,276,507 |
Approved by the
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Fabien Desiage
Director
Company registration number: 09364895
SimplyCook Limited
Statement of Changes in Equity
Year Ended 31 December 2025
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2025 |
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|
( |
|
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Loss for the year |
- |
- |
( |
( |
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At 31 December 2025 |
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|
( |
|
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2024 |
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|
( |
|
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Loss for the year |
- |
- |
( |
( |
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At 31 December 2024 |
150,357 |
9,925,282 |
(7,799,132) |
2,276,507 |
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated and domiciled in United Kingdom.
The address of its registered office is:
United Kingdom
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.
Summary of disclosure exemptions
In these financial statements, the company has taken advantage of the disclosure exemptions available under FRS 101 in relation to share-based payment, business combinations, non-current assets held for sale, financial instruments, fair value measurements, capital management, revenue from contracts with customers, presentation of comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment property, presentation of a cash-flow statement, the effects of new standards not yet effective, impairment of assets and disclosures in respect of the compensation of key management personnel and of transactions with a management entity that provides key management personnel services to the company.
The equivalent disclosure are included in the financial statements of Nestle SA, whose address is in note 22.
Going concern
On the basis of their assessment of the company's financial position and resources, and having made all necessary enquiries, the directors are satisfied that the company will continue to meet its liabilities as they fall due, and are satisfied that the company will continue to operate with sufficient cash headroom for a period of at least 12 months (from the date of approval of these financial statements).
Therefore the directors are satisfied that it remains appropriate for the company to adopt the going concern basis of accounting in preparing these financial statements.
The directors have received written confirmation of the ongoing support from the Nestle group.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
Changes in accounting policy
None of the standards, interpretations and amendments effective for the first time from 1 January 2025 have had a material effect on the financial statements.
Revenue recognition
Performance obligations and timing of revenue recognition:
The majority of the Company’s revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the Company no longer has physical possession, and retains none of the significant risks and rewards of the goods in question.
Determining the transaction price:
The company’s revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices.
Allocating amounts to performance obligations:
There is a fixed unit price for each product sold, with discounts given on some orders, which are given at the time of placing the order. Therefore there is no judgement involved in allocating the contract price to each order.
Turnover is shown net of value added tax, returns, rebates ad discounts and after eliminating sales within the company.
The company recognises revenue upon delivery to the customer. Revenue from the sale of gift vouchers is deferred and recognised on use of the voucher by the customer. This revenue is recognised in the accounting period when control of the product has been transferred, at an amount that reflects the consideration to which the entity expects to be entitled in exchange for fulfilling its performance obligations to customers.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets is stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant and machinery |
Straight line method over 5 years |
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Short-term leasehold property |
Straight line method over 5 years |
Intangible assets
Intangible assets are stated in the balance sheet at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:
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Asset class |
Amortisation method and rate |
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Online platform |
Straight line over 3 years |
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Development expenditure |
Straight line over 5 years |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as fixed assets.
Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the average cost method.
At each reporting date, inventories are assessed for impairment. If inventories are 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.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in finance costs.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
For defined contribution plans contributions are paid publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as an asset.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
Financial instruments
Initial recognition
Financial assets and financial liabilities comprise all assets and liabilities reflected in the balance sheet, although excluding tangible assets, intangible assets, deferred tax assets, prepayments, deferred tax liabilities and employee benefits plan.
The company recognises financial assets and financial liabilities in the balance sheet when, and only when, the company becomes party to the contractual provisions of the financial instrument.
Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.
All regular way purchases and sales of financial assets and financial liabilities classified as fair value through profit or loss (“FVTPL”) are recognised on the trade date, i.e. the date on which the company commits to purchase or sell the financial assets or financial liabilities. All regular way purchases and sales of other financial assets and financial liabilities are recognised on the settlement date, i.e. the date on which the asset or liability is received from or delivered to the counterparty. Regular way purchases or sales are purchases or sales of financial assets that require delivery within the time frame generally established by regulation or convention in the market place.
Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.
Classification and measurement
Financial assets within the scope of IFRS 9 are classified as fair value through profit or loss, fair value through other comprehensive income or at amortised cost.
The company currently holds no financial assets at fair value through other comprehensive income or fair value through profit or loss. The company determines the classifications of its financial assets on initial recognition and, where allowed and appropriate, re-evaluates the designation at each financial year end.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
Financial assets at amortised cost
This category of financial asset incorporates financial assets where the objective is to hold the asset in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. Assets in this category include trade and other receivables and cash and cash equivalents. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
For trade and other receivables, at each year-end, the company assesses whether the credit risk on financial assets has increased significantly since initial recognition. If the credit risk on financial assets has not increased significantly since initial recognition, the company measures the loss allowance for financial assets at an amount equal to the 12-month expected credit losses. If the credit risk on financial assets has increased significantly since initial recognition or for credit impaired financial assets, the company measures the allowance account for the financial assets at an amount equal to the lifetime expected credit losses.
A financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and reward are transferred
Financial liabilities at amortised cost
These financial liabilities include trade and other payables. Financial liabilities are initially recognised at fair value adjusted for any directly attributable transaction costs.
After initial recognition, financial liabilities are measured at amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance costs. Discounting is omitted where the effect of discounting is immaterial.
A financial liability is derecognised only when the contractual obligation is extinguished, that is, when the obligation is discharged, cancelled or expires.
Impairment of financial assets
Measurement of Expected Credit Losses
The company recognises loss allowances for expected credit losses (ECL) on financial instruments that are not measured at FVTPL, namely:
- Financial assets that are debt instruments
- Accounts and other receivables; and
- Loan commitments issued.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
Evidence that the financial asset is credit-impaired include the following;
- Significant financial difficulties of the borrower or issuer;
- A breach of contract such as default or past due event;
- The restructuring of the loan or advance by the company on terms that the company would not consider otherwise;
- It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
- The disappearance of an active market for the security because of financial difficulties; or
- There is other observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the company, or economic conditions that correlate with defaults in the company.
For trade receivables, the company applies the simplified approach, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
However, due to the nature of customers and immaterial trade receivables balance, expected credit losses are negligible.
Key judgements and sources of estimation uncertainty
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of certain financial assets, liabilities, income and expenses. The estimates and underlying 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 if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
The key accounting judgement that has a significant impact on these financial statements is that of going concern as described above.
The key estimates that have a significant effect on the amounts recognised in the financial statements are as follows:
The carrying value of intangible assets requires estimation as to the useful economic life of the assets, in addition to the value of any impairment provision to be recognised against the asset. The carrying value of intangible assets is reviewed in light of operational performance of the assets. The carrying amount is £2,010,616 (2024 - £2,203,658).
The carrying value of the deferred tax asset at year end requires estimation as to the expected utilisation of tax losses in the future. The carrying amount is £691,779 (2024 - £1,632,346).
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
|
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
E-commerce |
|
|
|
Retail |
|
|
|
|
|
All turnover arose within the United Kingdom.
|
Operating loss |
Arrived at after charging
|
2025 |
2024 |
|
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Depreciation expense |
|
|
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Amortisation expense |
|
|
|
Loss on disposal of tangible assets |
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|
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Interest receivable and similar income |
|
2025 |
2024 |
|
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Other finance income |
|
|
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Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other borrowings |
247,794 |
211,560 |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
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Wages and salaries |
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Social security costs |
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Pension costs, defined contribution scheme |
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SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
The average number of persons employed by the company (including directors) during the year, was as follows:
|
2025 |
2024 |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
- |
|
|
Contributions paid to money purchase schemes |
- |
|
|
- |
|
In addition to the above the company paid a third party (being a fellow Nestle group undertaking) £197,398 (2024: £nil).
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
- |
|
|
Company contributions to money purchase pension schemes |
- |
|
The total remuneration received by the directors for 2025 in respect of qualifying services is less than £200,000 and therefore no disclosure of the highest paid director is required for 2025.
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
|
Income tax |
Tax charged/(credited) in the profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax - group relief |
( |
( |
|
UK corporation tax adjustment to prior periods |
( |
- |
|
( |
( |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of temporary differences |
|
( |
|
Deferred tax relating to prior years |
|
|
|
Total deferred taxation |
|
( |
|
Tax receipt in the profit and loss account |
( |
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
|
|
Total tax credit |
( |
( |
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
Deferred tax
Deferred tax assets and liabilities
|
2025 |
Asset |
Liability |
Net deferred tax |
|
Accelerated tax depreciation |
- |
( |
( |
|
Provisions |
|
- |
|
|
Tax losses carry-forwards |
|
- |
|
|
|
( |
|
|
2024 |
Asset |
Liability |
Net deferred tax |
|
Accelerated tax depreciation |
- |
( |
( |
|
Provisions |
|
- |
|
|
Tax losses carry-forwards |
|
- |
|
|
|
( |
|
Deferred tax movement during the year:
|
At 1 January 2025 |
Recognised in income |
At |
|
|
Accelerated tax depreciation |
( |
( |
( |
|
Provisions |
|
( |
|
|
Tax losses carry-forwards |
|
( |
|
|
|
( |
|
Deferred tax movement during the prior year:
|
At 1 January 2024 |
Recognised in income |
At |
|
|
Accelerated tax depreciation |
( |
|
( |
|
Provisions |
|
|
|
|
Tax losses carry-forwards |
|
( |
|
|
|
|
|
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
|
Intangible assets |
|
Online Platform |
Internally generated software development costs |
Total |
|
|
Cost or valuation |
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At 1 January 2025 |
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|
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Additions |
|
- |
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At 31 December 2025 |
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Amortisation |
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At 1 January 2025 |
|
|
|
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Amortisation charge |
|
- |
|
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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The directors consider the capitalised development costs to be an asset as they are expected to generate future cashflows for the company. As a result the expenditure capitalised within these assets is not treated as a loss in calculating distributable reserves.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
|
Tangible assets |
|
Plant and machinery |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2025 |
|
|
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Additions |
|
|
|
Disposals |
( |
( |
|
At 31 December 2025 |
|
|
|
Depreciation |
||
|
At 1 January 2025 |
|
|
|
Charge for the year |
|
|
|
Eliminated on disposal |
( |
( |
|
At 31 December 2025 |
|
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|
Carrying amount |
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|
At 31 December 2025 |
|
|
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At 31 December 2024 |
|
|
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Stock |
|
31 December |
31 December |
|
|
Goods for resale |
|
|
|
Trade and other debtors |
|
Trade and other debtors falling due within one year |
31 December |
31 December |
|
Trade debtors |
|
|
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Amounts due from group undertakings |
|
|
|
Prepayments and accrued income |
|
|
|
Other debtors |
|
|
|
|
|
There is a £nil (2024 - £nil) provision against trade and other receivables.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
|
Trade and other debtors falling due after more than one year |
|
31 December |
31 December |
|
|
Deferred tax asset |
691,779 |
1,632,346 |
|
Cash at bank and in hand |
|
31 December |
31 December |
|
|
Cash on hand |
|
|
|
Creditors: amounts falling due within one year |
|
31 December |
31 December |
|
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Trade creditors |
|
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Amounts due to group undertakings |
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|
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Social security and other taxes |
|
|
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Other creditors |
|
|
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Accruals and deferred income |
|
|
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Creditors: amounts falling due after more than one year |
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31 December |
31 December |
|
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Loans and borrowings |
|
|
The loan is payable to a fellow group undertaking and is unsecured and interest bearing at 1.9% + SONIA 3-month swap rate, with the interest being repayable on demand.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
|
Share capital |
Allotted, called up and fully paid shares
|
31 December |
31 December |
|||
|
No. |
£ |
No. |
£ |
|
|
A Ordinary shares of £0.0001 each |
5,233,522 |
52 |
5,233,522 |
52 |
|
B Ordinary shares of £1 each |
150,000 |
150,000 |
150,000 |
150,000 |
|
Deferred shares of £0.0001 each |
1,618,000 |
16 |
1,618,000 |
16 |
|
Ordinary shares of £0.0001 each |
25,933,882 |
259 |
25,933,882 |
259 |
|
A2 Ordinary shares of £0.0001 each |
2,997,129 |
30 |
2,997,129 |
30 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
A, A2, and Ordinary shares have the following rights, preferences and restrictions: |
|
B and Deferred shares have the following rights, preferences and restrictions: |
|
On a distribution of assets on liquidation or a return of capital (other than a conversion, redemption or purchase of shares) there are set rights associated with each class of share type. As Societe Des Produits Nestlé S.A owns the entire share capital of each share class of shares, any distributions would be due to Societe Des Produits Nestlé S.A. |
|
Pension scheme |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £31,189 (2024 - £36,519).
Contributions totalling £6,312 (2024 - £9,477) were payable to the scheme at the end of the year and are included in other creditors.
SimplyCook Limited
Notes to the Financial Statements
Year Ended 31 December 2025
|
Related party transactions |
The company has taken advantage of the exemption in FRS101 from disclosing transactions with other wholly owned members of the Nestlé S.A, group.
Transactions with non-wholly owned members of the Nestlé S.A, group have been classified under the wider group company category.
Transactions with non-group related parties have been classified under the other related parties category.
Expenditure with and payables to related parties
|
2025 |
Wider Group Companies |
|
Purchase of goods |
|
|
|
|
|
2024 |
Subsidiary |
Other related parties |
|
Purchase of goods |
- |
|
|
Rendering of services |
|
|
|
|
|
|
|
Amounts payable to related party |
- |
|
|
|
||
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Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
Relationship between entity and parents
The parent of the largest group in which these financial statements are consolidated is
The address of Nestlé S.A. is:
These financial statements are available upon request from CH-1800, Vevey, Switzerland.