REGISTERED NUMBER: 13382161 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

31 DECEMBER 2023 TO 31 DECEMBER 2024

FOR

NAYLOR NUTRITION UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTOR:

Mr S B Naylor

REGISTERED OFFICE:

1-4 London Road

Spalding

Lincolnshire

PE11 2TA

REGISTERED NUMBER:

13382161 (England and Wales)

FIXED ASSETS

Intangible assets

4

1,908,842

1,133,622

Tangible assets

5

33,624,468

33,063,968

35,533,310

34,197,590

CURRENT ASSETS

Debtors

6

2,697

10,836

Cash at bank

6,404

78,956

9,101

89,792

CREDITORS

Amounts falling due within one year

7

11,448,087

5,142,260

NET CURRENT LIABILITIES

(11,438,986

)

(5,052,468

)

TOTAL ASSETS LESS CURRENT LIABILITIES

24,094,324

29,145,122

CREDITORS

Amounts falling due after more than one year

8

31,548,584

33,794,111

NET LIABILITIES

(7,454,260

)

(4,648,989

)

CAPITAL AND RESERVES

Called up share capital

11

100

100

Retained earnings

12

(7,454,360

)

(4,649,089

)

SHAREHOLDERS' FUNDS

(7,454,260

)

(4,648,989

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 30 October 2026 and were signed by:

Mr S B Naylor - Director

1.	STATUTORY INFORMATION

Naylor Nutrition Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a basis other than going concern, which is described as the break-up basis. The director considers that the use of the break-up basis is appropriate as it is no longer considered appropriate to prepare the financial statements on a going concern basis. The financial statements have therefore been prepared in accordance with the requirements of the Companies Act 2006 to give a true and fair view. The break-up basis requires the carrying value of the assets to be at the amounts they are expected to realise and liabilities including any amounts which have crystallised.

Comparative figures

The comparative figures relate to a 13-month trading period ended 31 December 2023. The current period represents the year of trading to 31 December 2024.

Intangible assets

Intangible assets include computer software and capitalised development costs. Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation begins when the asset is available for use.

Computer software - 5 year straight line

Tangible fixed assets

Tangible fixed assets are initially measured at cost, which includes the purchase price and any directly attributable costs necessary to bring the asset to working condition for its intended use.

Depreciation on tangible fixed assets commences when the asset is available for use, i.e., when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Development costs

Development costs are capitalised when they meet the criteria set out in FRS 102, namely when the project is technically feasible, the entity intends to complete it, and it is probable that future economic benefits will arise.

Redeemable preference shares

Redeemable preference shares are classified as financial liabilities where there is an obligation to redeem the shares at a fixed date or at the option of the holder. These shares are measured at amortised cost using the effective interest method. Dividends payable on such shares are recognised as interest expense in the profit and loss account.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 5 (2023 - 6 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 31 December 2023

5,565,622

Additions

3,474,948

At 31 December 2024

9,040,570

AMORTISATION

At 31 December 2023

4,432,000

Charge for period

7,728

Impairments

2,692,000

At 31 December 2024

7,131,728

NET BOOK VALUE

At 31 December 2024

1,908,842

At 30 December 2023

1,133,622

5.	TANGIBLE FIXED ASSETS

Fixed

assets

under

constructio

n

£

COST

At 31 December 2023

33,063,968

Additions

560,500

At 31 December 2024

33,624,468

NET BOOK VALUE

At 31 December 2024

33,624,468

At 30 December 2023

33,063,968

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

100

100

Vat repayable

2,597

10,736

2,697

10,836

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts (see note 9)

4,063,308

-

Trade creditors

979,265

969,866

Paye/Ni payable

27,864

7,373

Other creditors

366,633

5,257

Accruals and deferred income

6,011,017

4,159,764

11,448,087

5,142,260

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Bank loans (see note 9)

24,379,844

29,810,540

Other loans (see note 9)

4,351,635

2,218,045

Redeemable preference shares

1,763,626

1,765,526

Other creditors

1,053,479

-

31,548,584

33,794,111

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more than 5 years

by instalment

8,126,615

12,775,946

8,126,615

12,775,946

9.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due within one year or on demand:

Bank loans - less than 1 yr

4,063,308

-

Amounts falling due between one and two years:

Bank loans - 1-2 years

4,063,307

-

Amounts falling due between two and five years:

Bank loans - 2-5 years

12,189,922

17,034,594

Other loans - 2-5 years

4,351,635

2,218,045

16,541,557

19,252,639

Amounts falling due in more than five years:

2024

2023

£

£

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more than 5 years

by instalment

8,126,615

12,775,946

8,126,615

12,775,946

10.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Bank loans

28,443,152

29,810,540

At the balance sheet date, the Company had borrowings secured by both fixed and floating charges.

A fixed charge has been granted over all freehold land transferred to the Company pursuant to a transfer dated on or about the date of the debenture between Brian Douglas Naylor, Simon Brian Naylor, and Ann Naylor (1), and Naylor Nutrition UK Limited (2), comprising land adjoining Cottage Farm, Low Road, Spalding, being part of the land registered under HM Land Registry Title Number LL302429.

In addition to the above, a fixed charge has also been granted over all land and intellectual property rights owned by the Company from time to time.

A floating charge has been created over all present and future assets and undertakings of the Company.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£1

100

100

12.

RESERVES

Retained

earnings

£

At 31 December 2023

(4,649,089

)

Deficit for the period

(2,805,271

)

At 31 December 2024

(7,454,360

)

13.	ULTIMATE PARENT COMPANY

The company's ultimate parent undertaking is Naylor & Naylor Ltd. The registered office address and the principal place of business of Naylor & Naylor Ltd is 1-4 London Road, Spalding, Lincs, England, PE11 2TA.

The company is the subsidiary undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts.