| REGISTERED NUMBER: 05842333 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 |
| FOR |
| FIRST NATURAL LIMITED |
| REGISTERED NUMBER: 05842333 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 |
| FOR |
| FIRST NATURAL LIMITED |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| Page |
| Group Strategic Report | 1 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Consolidated Statement of Comprehensive Income | 6 |
| Consolidated Balance Sheet | 7 |
| Company Balance Sheet | 8 |
| Consolidated Statement of Changes in Equity | 9 |
| Company Statement of Changes in Equity | 10 |
| Consolidated Cash Flow Statement | 11 |
| Notes to the Consolidated Financial Statements | 12 |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| The directors present their strategic report of the company and the group for the year ended 30 April 2025. |
| REVIEW OF BUSINESS |
| During the year, net sales have decreased by 17.3% to £6.4 million (2024: £7.8 million) following the material impacts of the cost of living crisis. The group does not expect a return to stability until April 2027 as the global macroeconomic position remains uncertain. |
| The group's main customers remain high quality UK retailers including Holland & Barrett, Boots, Waitrose and Amazon. The group sells products under its own Tisserand brand and also undertakes contract manufacturing work for selected retailers. |
| The group operates in the natural health and wellbeing market and remains one of the leading operators in the essential oil market. The group blends, bottles and undertakes product development work to provide natural wellbeing solutions for everyday problems such as sleep and stress. During the year, the group bottled over 3 million products and retains capacity to bottle over 10 million units. |
| During the year, the group exited product areas with externally made product in the home care sectors and exited low gross margin volume business in the US and UK. Performance at other customers remained broadly flat despite the material turbulent external events impacting high street stores and consumers moving to lower priced and lower margin private label brands. |
| The group was materially impacted during the year by one of its customers destocking without any communication leading to significant loss in the period as well as a cash flow squeeze. The Directors counteracted this with significant shareholder support and a cost reduction strategy to reduce overheads by over £1m over the long term as well as exiting over £1million of low margin, high working capital business with this customer. |
| Distribution and logistics costs were negatively impacted with transport costs increasing materially through the year and a fixed logistics cost which was under-utilised against the demand, as well as material excess storage charges, as commitments were forced onto the company ahead of the demand. |
| Overhead investment continues as the group operates under multiple globally accredited quality standards including ISO 9001, ISO 22716 and ISO 14001. The group believes achievement of these accreditations will support its position as a key supplier to UK retailers. |
| EBITDA has reduced to a loss of £0.17 million (2024: loss £0.24 million restated) with EBITDA margins similarly reducing to -2.6% (2024: -3.0% restated). |
| Key Performance indicators |
| KPIs | 2025 | 2024 |
| As restated |
| £ | £ |
| Sales | 6,441,810 | 7,788,799 |
| Cost of sales | (3,838,146 | ) | (5,341,922 | ) |
| Gross margin | 2,603,664 | 2,446,877 |
| GP% | 40.4% | 31.4% |
| Operating (loss)/profit | (528,427 | ) | (655,591 | ) |
| Add back: Share based payments | - | - |
| Add back: Depreciation | 93,197 | 103,233 |
| Add back: Amortisation | 268,824 | 314,881 |
| Add back: Exceptional costs | - | - |
| Less: Exceptional income | - | - |
| EBITDA | (166,406 | ) | (237,477 | ) |
| EBITDA Margin | (2.6% | ) | (3.0% | ) |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group is exposed to the following principal risks and uncertainties: |
| Market and economic uncertainties |
| The group's trade can be impacted by periods of economic uncertainty over an extended period of time and their impact may be unknown. Factors beyond the company's control, including geopolitical issues would impact the group and a significant deterioration in the general economic climate may further adversely affect the group's performance. The group manages these risks in numerous ways: review of supply chains; presence in different distribution channels, especially online sales; and highly responsive teams, all contribute to its ability to face economic uncertainties. |
| Financial instruments |
| The group has bank loans and invoice discounting facilities which expose it to loss from changes in prevailing interest rates, increasing debt service costs and further straining cash flow. |
| Credit risk |
| The group is vulnerable to customer non-payment or late payment on goods sold on trade credit terms, which is exacerbated by concentration risk so that one customer's insolvency or extended payment delay could materially damage cash flow. This is mitigated by factoring receivables, tightening payment terms for weaker accounts, and monitoring customer concentration limit. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| FUTURE DEVELOPMENTS |
| Following the end of the financial year the group has renewed its banking facilities and has extended the maturity of its principal loan to November 2027. |
| ON BEHALF OF THE BOARD: |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 30 April 2025. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 April 2025. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 May 2024 to the date of this report. |
| M R Palmer resigned as a director on 1 July 2024. |
| QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
| The directors benefit from a qualifying indemnity provision in the form permitted by Section 234 of the Companies Act 2006 in respect of certain third party actions against the directors. No claim or notice of claim in respect of these indemnities has been received in the year. The qualifying indemnity provision was in force throughout the financial year and up to the date of approval of the Directors' Report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FIRST NATURAL LIMITED |
| Opinion |
| We have audited the financial statements of First Natural Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 30 April 2025 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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. |
| Material uncertainty related to going concern |
| We draw attention to the Going Concern paragraph in Note 2 of the financial statements, which states that the group is reliant on the continued support of its bank and has breached its covenants. The bank has extended the maturity of its principal loan to November 2027, without waiving its covenants. Due to the reliance on bank support a material uncertainty exists that may cast significant doubt on whether the group will continue as a going concern for the foreseeable future. Our opinion is not modified in respect of this matter. |
| 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. |
| 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FIRST NATURAL LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company and industry, we considered the risk of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed included: |
| - Enquiring of management whether there were instances of non-compliance with laws and regulation or fraud; |
| - Review of legal expenses for evidence of fees relating to non-compliance; |
| - Review of accounting records to identify related party transactions; |
| - Review of non-routine journal entries, non-sales bank receipts and non-purchase bank payments for unusual accounting entries; and |
| - Substantive revenue testing to confirm occurrence of revenue and ensure that it is recognised in the correct period. |
| There are inherent limitations in the audit procedures described above. We are 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. Also, 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 concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors |
| 15 West Street |
| Brighton |
| East Sussex |
| BN1 2RL |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| CONSOLIDATED |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ |
| TURNOVER | 3 | 6,441,810 | 7,788,799 |
| Cost of sales | (3,838,146 | ) | (5,341,922 | ) |
| GROSS PROFIT | 2,603,664 | 2,446,877 |
| Distribution costs | - | (13,724 | ) |
| Administrative expenses | (3,150,240 | ) | (3,088,744 | ) |
| (546,576 | ) | (655,591 | ) |
| Other operating income | 18,149 | - |
| OPERATING LOSS | 5 | (528,427 | ) | (655,591 | ) |
| Interest payable and similar expenses | 6 | (506,249 | ) | (501,272 | ) |
| LOSS BEFORE TAXATION | (1,034,676 | ) | (1,156,863 | ) |
| Tax on loss | 7 | (372,884 | ) | 200,000 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(1,407,560 |
) |
(956,863 |
) |
| Prior year adjustment | 9 | 22,606 |
| TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
(1,384,954 |
) |
| Loss attributable to: |
| Owners of the parent | (1,407,560 | ) | (956,863 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (1,384,954 | ) | (956,863 | ) |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| CONSOLIDATED BALANCE SHEET |
| 30 APRIL 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 | 750,726 | 861,175 |
| Tangible assets | 11 | 272,083 | 352,889 |
| Investments | 12 | - | - |
| 1,022,809 | 1,214,064 |
| CURRENT ASSETS |
| Stocks | 13 | 1,303,756 | 1,683,489 |
| Debtors | 14 | 1,394,355 | 2,475,067 |
| Cash at bank and in hand | 235,882 | 230,989 |
| 2,933,993 | 4,389,545 |
| CREDITORS |
| Amounts falling due within one year | 15 | 5,414,130 | 5,282,726 |
| NET CURRENT LIABILITIES | (2,480,137 | ) | (893,181 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES | (1,457,328 | ) | 320,883 |
| CREDITORS |
| Amounts falling due after more than one year | 16 | - | 531,364 |
| NET LIABILITIES | (1,457,328 | ) | (210,481 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 | 118,188 | 94,554 |
| Share premium | 2,496,393 | 2,359,314 |
| Other reserves | 76,580 | 76,580 |
| Retained earnings | (4,148,489 | ) | (2,740,929 | ) |
| SHAREHOLDERS' FUNDS | (1,457,328 | ) | (210,481 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 4 November 2026 and were signed on its behalf by: |
| R C Russell - Director |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| COMPANY BALANCE SHEET |
| 30 APRIL 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 14 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES | ( |
) |
| CREDITORS |
| Amounts falling due after more than one year | 16 |
| NET (LIABILITIES)/ASSETS | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Share premium |
| Other reserves |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| Company's (loss)/profit for the financial year | (1,876,315 | ) | 62,890 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| Called up |
| share | Retained | Share | Other | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 May 2023 | 32,950 | (1,784,066 | ) | 1,928,086 | 76,580 | 253,550 |
| Changes in equity |
| Deficit for the year | - | (979,469 | ) | - | - | (979,469 | ) |
| Total comprehensive income | - | (979,469 | ) | - | - | (979,469 | ) |
| Issue of share capital | 61,604 | - | 431,228 | - | 492,832 |
| Balance at 30 April 2024 | 94,554 | (2,763,535 | ) | 2,359,314 | 76,580 | (233,087 | ) |
| Prior year adjustment | - | 22,606 | - | - | 22,606 |
| As restated | 94,554 | (2,740,929 | ) | 2,359,314 | 76,580 | (210,481 | ) |
| Changes in equity |
| Deficit for the year | - | (1,407,560 | ) | - | - | (1,407,560 | ) |
| Total comprehensive income | - | (1,407,560 | ) | - | - | (1,407,560 | ) |
| Issue of share capital | 23,634 | - | 137,079 | - | 160,713 |
| Balance at 30 April 2025 | 118,188 | (4,148,489 | ) | 2,496,393 | 76,580 | (1,457,328 | ) |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| Called up |
| share | Retained | Share | Other | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 May 2023 | ( |
) |
| Changes in equity |
| Profit for the year | - | 62,890 | - | - | 62,890 |
| Total comprehensive income | - | - |
| Issue of share capital | - | - |
| Balance at 30 April 2024 | ( |
) |
| Changes in equity |
| Deficit for the year | - | (1,876,315 | ) | - | - | (1,876,315 | ) |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Issue of share capital | - | - |
| Balance at 30 April 2025 | ( |
) | ( |
) |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 2025 | 2024 |
| as restated |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 24 | 805,702 | (119,644 | ) |
| Interest paid | (9,135 | ) | - |
| Net cash from operating activities | 796,567 | (119,644 | ) |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (161,341 | ) | (232,511 | ) |
| Purchase of tangible fixed assets | (15,392 | ) | (21,077 | ) |
| Sale of tangible fixed assets | - | 750 |
| Net cash from investing activities | (176,733 | ) | (252,838 | ) |
| Cash flows from financing activities |
| Proceeds from new loans | 918,003 | 414,485 |
| Capital repayments on loans | (716,614 | ) | (140,997 | ) |
| Invoice discounting facility | (466,942 | ) | 142,396 |
| Repayment of finance lease obligations | (12,987 | ) | (9,528 | ) |
| Proceeds from issue of shares | 160,713 | 492,833 |
| Interest paid | (497,114 | ) | (501,272 | ) |
| Net cash from financing activities | (614,941 | ) | 397,917 |
| Increase in cash and cash equivalents | 4,893 | 25,435 |
| Cash and cash equivalents at beginning of year |
25 |
230,989 |
205,554 |
| Cash and cash equivalents at end of year | 25 | 235,882 | 230,989 |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 1. | COMPANY INFORMATION |
| First Natural Limited is a |
| Registered number: |
| Registered office: |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". |
| - | the requirements of Section 7 Statement of Cash Flows |
| - | the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); |
| - | the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| - | the requirements of Section 33 Related Party Disclosures paragraph 33.7. |
| Going concern |
| These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. However, the directors are aware of material uncertainties which may cast significant doubt on the group's ability to continue as a going concern, as set out in the following paragraph. |
| Presently the group is in breach of its renegotiated loan covenants with regards to amounts owing to its bankers, Santander plc, who have continued to support the group through the extension and renewal of its loan facilities to November 2027, though they have not waived the covenant breaches. The group is dependent upon the continuing support of its bankers. |
| The directors have reviewed the ongoing cash flows of the business without the benefits of the increased consumer marketing and no new customers or new products and the group continues to operate. The directors have therefore formed a judgement that at the time of the approving of these financial statements there is a reasonable expectation that the group has sufficient financial resources to operate for the foreseeable future and for at least 12 months from the date of this report. The group had cash balances of £235,882 and undrawn facilities of £121,245 at the year end. |
| The group made a pre-tax loss in the year of £1.0 million. The directors have initiated a cost reduction plan to reduce overheads by over £1m in the next 12 months and have converted over £500,000 of shareholder debt to preference shares. |
| The directors therefore consider it appropriate to prepare the financial statements on a going concern basis. |
| Basis of consolidation |
| The group consolidated financial statements include the financial statements of the company and its subsidiary undertaking. |
| A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. |
| All intra-group transactions, balances, income and expenses are eliminated on consolidation. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the group and value added taxes. |
| i. Sale of goods - wholesale |
| The group produces and sells a range of essential oils and personal care products in the wholesale market. |
| Sales of goods are recognised on delivery to the wholesaler, when the wholesaler has full discretion over the channel and price to sell the product and there is no unfulfilled obligation that could affect the wholesaler's acceptance of the product. Delivery occurs when the goods have been shipped to the location specified by the wholesaler, the risks of obsolescence or loss have been transferred to the wholesaler, the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed or the group has objective evidence that all criteria for acceptance have been satisfied. |
| Goods sold to wholesalers are sometimes sold with volume rebates. Sales are measured net of estimated volume rebates and returns. |
| ii. Sale of goods - internet based transactions |
| The group sells goods via its website for delivery to the customer. Revenue is recognised when the risks and rewards of the stock is passed to the customer. For deliveries to the customer this is the point of acceptance of the goods by the customer. Transactions are settled by credit or payment card. |
| Provision is made for credit notes. |
| Intangible assets |
| Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives, as follows: |
| Intellectual property | 20 years |
| Patents and licences | 2-5 years |
| Development costs | 10 years |
| Tangible fixed assets |
| Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. |
| Depreciation on tangible assets is calculated, using the straight-line method, to allocate the depreciable amount to their residual values over their estimated useful lives, as follows: |
| Leasehold improvements | over the lease term |
| Plant and equipment | 7 - 10 years |
| Fixtures and fittings | 5 - 10 years |
| Computer equipment | 5 - 10 years |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised. |
| Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the stock to its present location and condition. |
| At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| i. Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, 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. |
| At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. |
| ii. Financial liabilities |
| Basic financial liabilities, including trade and other payables, 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 receipts discounted at a market rate of interest. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 year 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. |
| Research and development |
| In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and, hence, all expenditure on research is recognised as an expense when it is incurred. |
| Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits, and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives. |
| If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases. |
| Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined, the group’s incremental borrowing rate is used. |
| Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date. |
| The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Share-based payments |
| The group provides share-based payment arrangements to certain employees. |
| Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest. |
| Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement. |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by geographical market is given below: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| United Kingdom | 5,596,755 | 6,891,782 |
| Rest of the World | 845,055 | 897,017 |
| 6,441,810 | 7,788,799 |
| Turnover was from sale of goods in both years. |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Wages and salaries | 1,710,289 | 1,859,748 |
| Social security costs | 168,026 | 172,585 |
| Other pension costs | 58,619 | 84,247 |
| 1,936,934 | 2,116,580 |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| as restated |
| Production | 40 | 47 |
| Administration | 16 | 17 |
| In addition to the above, £100,465 (2024: £101,320) of wages and salaries have been capitalised and are included in intangible asset additions. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Directors' remuneration | 203,763 | 220,217 |
| Directors' pension contributions to money purchase schemes | 4,915 | 5,500 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| Information regarding the highest paid director is as follows: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Emoluments etc | 100,507 | 119,100 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Hire of plant and machinery | 12,264 | 11,225 |
| Other operating leases | 155,274 | 134,753 |
| Depreciation - owned assets | 93,197 | 103,233 |
| Loss on disposal of fixed assets | 9,666 | 1,979 |
| Intellectual property amortisation | 53,810 | 18,879 |
| Patents and licences amortisation | 114,322 | 138,695 |
| Development costs amortisation | 100,692 | 157,307 |
| Auditors' remuneration | 23,250 | 26,359 |
| Foreign exchange differences | 3,140 | 7,155 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Bank interest | 394,549 | 401,594 |
| Loan | 100,314 | 91,908 |
| Interest on taxes | 9,135 | 5,419 |
| Leasing | 2,251 | 2,351 |
| 506,249 | 501,272 |
| 7. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the loss for the year was as follows: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Deferred tax | 372,884 | (200,000 | ) |
| Tax on loss | 372,884 | (200,000 | ) |
| UK corporation tax has been charged at 25 % (2024 - 25 %). |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 7. | TAXATION - continued |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Loss before tax | (1,034,676 | ) | (1,156,863 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
(258,669 |
) |
(289,216 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 10,316 | 98,582 |
| Income not taxable for tax purposes | (4,537 | ) | - |
| Utilisation of tax losses | (5,662 | ) | (5,964 | ) |
| Adjustments to deferred tax charge in respect of previous periods | 372,884 | (200,000 | ) |
| Unprovided deferred tax | 258,552 | 197,372 |
| Tax at marginal rate | - | (774 | ) |
| Total tax charge/(credit) | 372,884 | (200,000 | ) |
| The group reversed its deferred tax asset during the year due to the uncertainty over generation of taxable profits in the foreseeable future. |
| 8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 9. | PRIOR YEAR ADJUSTMENT |
| The financial statements include the following prior year adjustments: |
Description |
Line item affected |
Effect on statement of other comprehensive income |
Effect on balance sheet |
| £ | £ |
| Gain/(loss | ) | Debit/(credit | ) |
| Costs incurred between October 2021 and October 2023 were incorrectly prepaid |
Prepayments | (95,783 | ) |
| Retained earnings | 138,746 |
| Cost of sales | 42,964 |
| Bad debts incurred in the prior year had not been recognised |
Administrative expenses | (20,357 | ) |
| VAT | 4,071 |
| Trade debtors | 24,429 |
| Misclassification of loans as due after one year |
Bank loans due within one year |
(2,021,353 | ) |
| Other loans due within one year |
(155,682 | ) |
| Bank loans due after one year |
2,021,353 |
| Other loans due after one year |
155,682 |
| Misclassification of intangibles | Patents and licences cost |
134,959 |
| Patents and licences depreciation |
(18,591 | ) |
| Development costs cost | (274,787 | ) |
| Development cost depreciation |
158,419 |
| Total effect on profit and loss | 22,607 |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| Intellectual | and | Development |
| property | licences | costs | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 May 2024 | 869,092 | 767,188 | 1,185,679 | 2,821,959 |
| Additions | 1,000 | 76,742 | 83,599 | 161,341 |
| Disposals | - | (275,693 | ) | (543,238 | ) | (818,931 | ) |
| At 30 April 2025 | 870,092 | 568,237 | 726,040 | 2,164,369 |
| AMORTISATION |
| At 1 May 2024 | 572,325 | 442,939 | 945,520 | 1,960,784 |
| Amortisation for year | 53,810 | 114,322 | 100,692 | 268,824 |
| Eliminated on disposal | - | (272,837 | ) | (543,128 | ) | (815,965 | ) |
| At 30 April 2025 | 626,135 | 284,424 | 503,084 | 1,413,643 |
| NET BOOK VALUE |
| At 30 April 2025 | 243,957 | 283,813 | 222,956 | 750,726 |
| At 30 April 2024 | 296,767 | 324,249 | 240,159 | 861,175 |
| The amortisation charge is included within administrative expenses in the profit and loss account. |
| The intellectual property is pledged as security for the group's bank loans. |
| Company |
| Intellectual |
| property |
| £ |
| COST |
| At 1 May 2024 |
| Additions |
| At 30 April 2025 |
| AMORTISATION |
| At 1 May 2024 |
| Amortisation for year |
| At 30 April 2025 |
| NET BOOK VALUE |
| At 30 April 2025 |
| At 30 April 2024 |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Improvements | Fixtures |
| to | Plant and | and | Computer |
| property | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 May 2024 | 150,871 | 475,928 | 44,006 | 285,940 | 956,745 |
| Additions | 10,196 | 2,671 | 1,136 | 1,389 | 15,392 |
| Disposals | - | (26,331 | ) | (5,583 | ) | (136,371 | ) | (168,285 | ) |
| At 30 April 2025 | 161,067 | 452,268 | 39,559 | 150,958 | 803,852 |
| DEPRECIATION |
| At 1 May 2024 | 124,401 | 243,249 | 22,679 | 213,527 | 603,856 |
| Charge for year | 3,736 | 44,194 | 5,436 | 39,831 | 93,197 |
| Eliminated on disposal | - | (23,451 | ) | (5,579 | ) | (136,254 | ) | (165,284 | ) |
| At 30 April 2025 | 128,137 | 263,992 | 22,536 | 117,104 | 531,769 |
| NET BOOK VALUE |
| At 30 April 2025 | 32,930 | 188,276 | 17,023 | 33,854 | 272,083 |
| At 30 April 2024 | 26,470 | 232,679 | 21,327 | 72,413 | 352,889 |
| The tangible assets are pledged as security for the group's bank loans. |
| The net carrying value of tangible fixed assets held under finance leases or hire purchase contracts is £18,801 (2024: £31,836). |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 May 2024 |
| Impairments | ( |
) |
| At 30 April 2025 |
| NET BOOK VALUE |
| At 30 April 2025 |
| At 30 April 2024 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Millennium House/Unit 2 King Business Centre, Reeds Lane, Sayers Common, Hassocks, West Sussex, BN6 9LS |
| Nature of business: |
| % |
| Class of shares: | holding |
| First Natural Brands Limited is included in the consolidated financial statements. |
| During the year, the investment in the subsidiary was impaired to £500,000, being the expected net realisable value. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 13. | STOCKS |
| Group |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Raw materials | 652,762 | 878,623 |
| Finished goods | 650,994 | 804,866 |
| 1,303,756 | 1,683,489 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| £ | £ | £ | £ |
| Trade debtors | 1,247,564 | 1,914,179 |
| Amounts owed by group undertakings | - | - |
| Deferred tax asset | - | 372,884 | - | 73,221 |
| Prepayments and accrued income | 146,791 | 188,004 |
| 1,394,355 | 2,475,067 |
| Deferred tax asset |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| £ | £ | £ | £ |
| Accelerated capital allowances | - | (87,859 | ) |
| Tax losses carried forward | - | 452,811 |
| Other timing differences | - | 7,932 | - | - |
| - | 372,884 |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| £ | £ | £ | £ |
| Debentures (see note 17) | 565,001 | - |
| Bank loans and overdrafts (see note 17) | 2,490,451 | 2,337,110 |
| Other loans (see note 17) | 169,265 | 155,682 |
| Hire purchase contracts (see note 18) | 3,131 | 15,290 |
| Trade creditors | 605,955 | 723,823 |
| Social security and other taxes | 76,240 | 86,879 |
| VAT | 83,026 | 134,353 | 3,480 | 7,690 |
| Other creditors | 1,056,791 | 1,513,678 |
| Accruals and deferred income | 364,270 | 315,911 |
| 5,414,130 | 5,282,726 |
| Other creditors includes an invoice discounting facility of £1,013,927 (2024: £1,480,869). Interest is charged at 2.15% above the Santander Base Rate and interest incurred in the year was £73,386 (2024: £111,157). The minimum notice period is three months and there is a review limit of £4,000,000. |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| £ | £ | £ | £ |
| Debentures (see note 17) | - | 530,536 |
| Hire purchase contracts (see note 18) | - | 828 |
| - | 531,364 |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| as restated | as restated |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Debentures | 565,001 | - | 565,001 | - |
| Bank loans | 2,490,451 | 2,337,110 |
| Other loans | 169,265 | 155,682 |
| 3,224,717 | 2,492,792 |
| Amounts falling due between one and two years: |
| Debentures - 1-2 years | - | 530,536 |
| Bank loans includes a Growth Capital Loan of £2,123,499 (2024: £2,025,353). Interest is charged at 5% above the Bank of England Base Rate. The loan was repayable by November 2026. The group was in breach of the loan covenants at the year end. After the year end, the loan term was extended to November 2027 and the covenants were re-negotiated. |
| Bank loans also include trade loans amounting to £367,001 (2024: £311,757). Interest is charged at 3% above the Bank of England Base Rate. The loans are all repayable within one year. |
| Bank interest charged on the above loans during the year was £365,597 (2024: £290,437). |
| Loan notes amounting to £397,500 were issued in 2017. Interest is payable quarterly at a fixed rate of 10%. Loan notes amounting to £167,501 were issued in 2022. Interest is payable monthly at a variable rate of the Bank of England Base Rate plus 8%. The loan notes are unsecured. Repayment was extended to the earlier of November 2025, a sale of the company or re-finance. |
| After the year end, shareholder agreement was obtained to convert the loan notes into preference shares. |
| A loan amounting to £169,265 (2024: £155,682) was repaid on 30 October 2025. Interest was charged at 9% per annum. |
| Interest paid on loans and loan notes during the year was £494,863 (2024: £493,502). |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase |
| contracts |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Net obligations repayable: |
| Within one year | 3,131 | 15,290 |
| Between one and five years | - | 828 |
| 3,131 | 16,118 |
| Group |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Within one year | 101,700 | 114,200 |
| Between one and five years | 273,355 | 371,383 |
| 375,055 | 485,583 |
| There were no operating leases in the parent company. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 19. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Bank loans | 2,490,451 | 2,337,110 |
| Hire purchase contracts | 3,131 | 16,118 |
| Other creditors | 1,013,927 | 1,480,869 |
| 3,507,509 | 3,834,097 |
| The bank loans and invoice discounting facility (included in other creditors) are secured by fixed and floating charges over intellectual property and tangible assets. |
| Hire purchase liabilities are secured by the asset to which they relate. |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | as restated |
| £ | £ |
| Ordinary | 0.01 | 118,188 | 94,554 |
| During the year, 2,363,426 £0.01 ordinary shares were issued at £0.068 per share for cash. |
| 21. | RELATED PARTY DISCLOSURES |
| Key management personnel of the entity or its parent (in the aggregate) |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Amount due to related party | 46,040 | - |
| £33,016 due to key management personnel is due for repayment by 2 November 2025. Interest is charged at 9% per annum. |
| Other related parties |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Amount due to related party | 46,666 | - |
| During the year, a total of key management personnel compensation of £ 233,528 (2024 - £ 252,849 ) was paid. |
| The key management are the directors. |
| 22. | POST BALANCE SHEET EVENTS |
| Since the year end, 756,017 12.5% cumulative redeemable non-voting preference shares of £1 each have been issued at par value and 2,207,466 ordinary shares of £0.01 each were issued at £0.082 per share. |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 23. | SHARE-BASED PAYMENT TRANSACTIONS |
| Share options are granted to employees of the group, at the sole discretion of the Board. All options have vested. Vested options are exercisable for a period of 10 years from the grant date. |
| Details of the share options outstanding during the year are as follows: |
Number |
Weighted average exercise price (pence |
) |
Number |
Weighted average exercise price (pence |
) |
| 2025 | 2025 | 2024 | 2024 |
| Brought forward | 28,000 | 33.20 | 28,000 | 33.20 |
| Lapsed | (10,500 | ) | (0.10 | ) | - | - |
| Carried forward | 17,500 | 143.00 | 28,000 | 33.20 |
| Exercisable at 30 April | 17,500 | 143.00 | 28,000 | 33.20 |
| SHARE WARRANTS |
| The share warrants is an option giving the warrant holder the right, but not the obligation, to subscribe for a specified quantity of ordinary shares at a specified price within a specified future date. |
Number |
Weighted average exercise price (pence |
) |
Number |
Weighted average exercise price (pence |
) |
| 2025 | 2025 | 2024 | 2024 |
| Brought forward | 119,750 | 104 | 119,750 | 104 |
| Adjustment to brought forward | 200,250 | (96.4 | ) | - | - |
| Carried forward | 320,000 | 8 | 119,750 | 104 |
| The warrants have an expiry date of 26 July 2025, by which point the holder may subscribe to shares in the parent company at a ratio of 1:1. |
| OTHER RESERVES |
| Other reserves relate to share based payment arrangements. |
| 24. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| as restated |
| £ | £ |
| Loss before taxation | (1,034,676 | ) | (1,156,863 | ) |
| Depreciation charges | 362,022 | 418,113 |
| Loss on disposal of fixed assets | 5,967 | 1,979 |
| Finance costs | 506,249 | 501,272 |
| (160,438 | ) | (235,499 | ) |
| Decrease in stocks | 379,733 | 296,177 |
| Decrease in trade and other debtors | 707,828 | 361,669 |
| Decrease in trade and other creditors | (121,421 | ) | (541,991 | ) |
| Cash generated from operations | 805,702 | (119,644 | ) |
| FIRST NATURAL LIMITED (REGISTERED NUMBER: 05842333) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 APRIL 2025 |
| 25. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 30 April 2025 |
| 30/4/25 | 1/5/24 |
| £ | £ |
| Cash and cash equivalents | 235,882 | 230,989 |
| Year ended 30 April 2024 |
| 30/4/24 | 1/5/23 |
| as restated |
| £ | £ |
| Cash and cash equivalents | 230,989 | 205,554 |
| 26. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1/5/24 | Cash flow | At 30/4/25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 230,989 | 4,893 | 235,882 |
| 230,989 | 4,893 | 235,882 |
| Debt |
| Finance leases | (16,118 | ) | 12,987 | (3,131 | ) |
| Debts falling due within 1 year | (2,492,792 | ) | (731,925 | ) | (3,224,717 | ) |
| Debts falling due after 1 year | (530,536 | ) | 530,536 | - |
| (3,039,446 | ) | (188,402 | ) | (3,227,848 | ) |
| Total | (2,808,457 | ) | (183,509 | ) | (2,991,966 | ) |