NUTRICULTURE_UK_LIMITED - Accounts


Company Registration No. 05868374 (England and Wales)
NUTRICULTURE UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2020
NUTRICULTURE UK LIMITED
COMPANY INFORMATION
Directors
Mrs M E Molyneux
Mr G R Jones
Mr P A Williams
(Appointed 10 February 2020)
Mr T S Molyneux
(Appointed 4 August 2020)
Secretary
Mrs M E Molyneux
Company number
05868374
Registered office
3-5 Paddock Road
West Pimbo
Skelmersdale
WN8 9PL
Auditor
MHA Moore and Smalley
Richard House
9 Winckley Square
Preston
PR1 3HP
NUTRICULTURE UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 25
NUTRICULTURE UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 1 -

The directors present the strategic report for the year ended 30 November 2020.

Fair review of the business

2020 saw a turbulent year for the company and the industry. Having said goodbye to our beloved Chairman, John Molyneux, in December 2019, the company focussed on improving safety, improving reputation, increasing stock-holding and, ultimately, increasing domestic and foreign market share. The restructured Senior Leadership Team implemented plans to reverse the decline in results from the previous year.

In early March 2020, the company began planning for the impact of a potential tightening of restrictions, brought about by Coronavirus. On 23rd March, these plans were put into action following the announcement of the first lockdown, which saw all non-operational staff working from home within 72 hours. A pattern of operational shifts was implemented to reduce the number of warehouse and production staff on shift at any one time. We restructured our distribution operation to facilitate the drop-shipment of retailer orders directly to their customers. – the focus was on safely supporting retailers. This had a negative impact on margin but sent a clear message that safety and retailer success were at the centre of our agenda.

Principal risks and uncertainties

COVID19 played a huge part in shaping the year. Although the company managed to safely navigate the difficulties of keeping the business trading by leveraging its technology infrastructure during periods of lockdown, it required hands-on, reactive management from everyone in the business. This meant that even short-term plans have had to be delayed. The changing guidance and regulation across the 28 countries that the company supplies remain difficult to reconcile and the stresses on the domestic and global transport networks are very apparent. These issues are expected to be a normal part of the next 12months, with a profound effect on supply-chain activities.

As every market is suffering the impact of COVID19, material and transport costs are climbing, resulting in increased cost of sales. As a British manufacturer, the potential for medium-term increased energy costs is also seen as a serious risk to profitability of own-make lines.

There remains the risk that movements in foreign currency exchange rates will affect the company’s purchases, financial liabilities and cash flows.

At the time of signing the financial statements other uncertainties exist which are detailed further in note 1.2 to the financial statements. In particular these surround the delays in stock order fulfilment and the general conditions within the company’s key markets.

Development and performance

2020’s financial results show a 35% increase in revenue, compared with the previous year and a significantly improved profit margin. The revenue increase was brought about in part due to consolidation of all sales activities from Nutriculture UK Ltd and Direct Garden Supplies Ltd (both owned by the holding company PTJ&R Ltd) solely into Nutriculture UK Ltd. The increased profit was brought about through a restructure of the senior management team, reducing overheads, streamlining key business practices to implement efficiencies in intercompany trading and improved gross margin on sales.”

NUTRICULTURE UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 2 -
Key performance indicators

The directors closely monitor the below KPI to enable the business to improve future performance.

 

 

 

2020

2019

 

Var

 

 

 

 

 

 

Turnover

 

20,751,361

15,342,768

 

35.3%

 

 

 

 

 

 

Gross Profit

 

4,489,202

3,109,929

 

44.4%

 

 

 

 

 

 

Stock

 

2,820,162

2,068,889

 

36.3%

 

 

 

 

 

 

Net Assets

 

3,504,945

3,080,283

 

13.8%

 

Financial instruments

The company makes use of standard bank financing facilities. It does not make use of derivative financial instruments.

Future developments

The future focus of the company is as follows: safety, customer-service, shared reward. This focus is expected to yield increased market share of its selected market segments and better profitability in the future.

During late 2021 Nutriculture UK Ltd and its holding company, PTJ&R Ltd, embarked on a refinancing activity to replace and increase the level of funding provided by its existing funders. This has largely been completed at the date of signing these financial statements. An invoice finance facility of £1.25m has already been implemented within Nutriculture UK Ltd. A business mortgage on properties owned by PTJ&R Ltd is close to completion. These two facilities will provide significantly increased funding for the company to support its growth and development plans over the coming years.

By order of the board

Mrs M E Molyneux
Secretary
9 March 2022
NUTRICULTURE UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 3 -

The directors present their annual report and financial statements for the year ended 30 November 2020.

Principal activities

The principal activity of the company continued to be the manufacture and distribution of advanced gardening equipment, nutrients and consumables, along with the rental of business working areas.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Dr C J Molyneux
(Resigned 25 December 2019)
Mrs M E Molyneux
Mr G R Jones
Mr P A Williams
(Appointed 10 February 2020)
Mr T S Molyneux
(Appointed 4 August 2020)
Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Auditor

The auditor, MHA Moore and Smalley, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Information referred to in the strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of business, financial risks and financial instruments and future developments.

By order of the board
Mrs M E Molyneux
Secretary
9 March 2022
NUTRICULTURE UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 4 -

The directors are responsible 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 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 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 then apply them consistently;

  •     make judgements and accounting estimates that are reasonable and prudent;

  •     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

  •     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.

NUTRICULTURE UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NUTRICULTURE UK LIMITED
- 5 -
Opinion

We have audited the financial statements of Nutriculture UK Limited (the 'company') for the year ended 30 November 2020 which comprise the statement of comprehensive income, the balance sheet, the 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, including FRS 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 company's affairs as at 30 November 2020 and of its profit 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's 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.

Material uncertainty relating to going concern

We draw attention to note 1.2 to the financial statements which explains that despite reporting a profit of £424,662 for the year and net assets of £3,504,945 at the balance sheet date, there have been developments since the balance sheet date indicating that material uncertainties exist which may cast doubt over the company's ability to continue as a going concern.

 

Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

  • the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

  • the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

NUTRICULTURE UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NUTRICULTURE UK LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the 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 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 directors' responsibilities statement, 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's 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

 

 

 

 

 

 

 

 

 

 

 

NUTRICULTURE UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NUTRICULTURE UK LIMITED
- 7 -

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.

Joe Sullivan (Senior Statutory Auditor)
For and on behalf of MHA Moore and Smalley
Chartered Accountants
Statutory Auditor
Richard House
9 Winckley Square
Preston
PR1 3HP
9 March 2022
NUTRICULTURE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 8 -
2020
2019
Notes
£
£
Turnover
3
20,751,361
15,342,768
Cost of sales
(16,262,159)
(12,232,839)
Gross profit
4,489,202
3,109,929
Distribution costs
(124,967)
(50,594)
Administrative expenses
(3,979,310)
(3,611,842)
Other operating income
139,500
630,831
Operating profit
4
524,425
78,324
Interest receivable and similar income
7
71
875
Interest payable and similar expenses
8
(1,724)
(1,227)
Profit before taxation
522,772
77,972
Tax on profit
9
(98,110)
(11,815)
Profit for the financial year
424,662
66,157

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

NUTRICULTURE UK LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2020
30 November 2020
- 9 -
2020
2019
Notes
£
£
£
£
Fixed assets
Goodwill
10
487,005
586,056
Other intangible assets
10
16,875
-
0
Total intangible assets
503,880
586,056
Tangible assets
11
216,711
199,261
720,591
785,317
Current assets
Stocks
12
2,820,162
2,068,889
Debtors
13
3,200,833
2,171,121
Cash at bank and in hand
428,503
155,595
6,449,498
4,395,605
Creditors: amounts falling due within one year
14
(3,635,353)
(2,080,535)
Net current assets
2,814,145
2,315,070
Total assets less current liabilities
3,534,736
3,100,387
Provisions for liabilities
Deferred tax liability
16
29,791
20,104
(29,791)
(20,104)
Net assets
3,504,945
3,080,283
Capital and reserves
Called up share capital
18
2
2
Other reserves
36,468
36,468
Profit and loss reserves
3,468,475
3,043,813
Total equity
3,504,945
3,080,283
The financial statements were approved by the board of directors and authorised for issue on 9 March 2022 and are signed on its behalf by:
Mrs M E Molyneux
Mr G R Jones
Director
Director
Company Registration No. 05868374
NUTRICULTURE UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 10 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 December 2018
2
36,468
2,977,656
3,014,126
Year ended 30 November 2019:
Profit and total comprehensive income for the year
-
-
66,157
66,157
Balance at 30 November 2019
2
36,468
3,043,813
3,080,283
Year ended 30 November 2020:
Profit and total comprehensive income for the year
-
-
424,662
424,662
Balance at 30 November 2020
2
36,468
3,468,475
3,504,945
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 11 -
1
Accounting policies
Company information

Nutriculture UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3-5 Paddock Road, West Pimbo, Skelmersdale, WN8 9PL.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

  • Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

  • Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;

  • Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

  • Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

 

The financial statements of the company are consolidated in the financial statements of PTJ & R Limited. These consolidated financial statements are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.

NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.

 

However, the directors are aware of certain material uncertainties which may cause doubt over the company’s ability to continue as a going concern. These relate to three factors: the fact that the completion of the commercial mortgage on properties owned by the immediate and ultimate parent company, PTJ & R Limited, has been subject to delays and, although completion is imminent, this refinance is necessary for the ongoing existence of the company's trade; delays in fulfilling sales over the last three months have resulted from delays in receipt of key stock lines which are expected to be received early in March 2022; weakness in the market at the end of 2021 has continued through into 2022 and the seasonal upturn normally experienced in late winter/early spring is yet to be observed.

 

Immediately after the balance sheet date, the company experienced difficult trading conditions during 2021, principally related to flux in key supply chains, including the swift increase in shipping costs necessary to transport key product lines from the Far East. This impacted upon the company's ability to meet demand during 2021. When the products were available, this was at a similar time to competitors in a similar position, meaning the company was faced with excess supply and therefore unable to command as high a price from their key customer markets as original envisioned.

 

The company has produced forecasts for the 12 months ending each of 30 November 2022 and 30 November 2023, each of which is focussed around delivering an increasing Earnings Before Interest, Tax, Depreciation and Amortisation ('EBITDA') position. Whilst actual turnover and therefore EBITDA has been behind the forecast benchmarks in the quarter ended 28 February 2022, the directors believe the majority of sales underperformance will be mitigated by a catch-up following the arrival of key stock lines noted above and that the seasonal up-turn precedent from previous years is delayed but will still be experienced. Notwithstanding this, the company is still forecasted to generate a positive EBITDA and meet liabilities as they fall due for payment throughout at least the upcoming 12 months, with scope to reduce discretionary costs available should it be required.

 

Early in 2022 the company completed a refinance of its working capital facilities and its new banking partner is fully appraised of the forecast and actual trading positions. Since the past year the company has benefitted from longstanding relationships with key suppliers, and the directors expect that the final stage of the refinance will complete in Spring 2022.

 

As a consequence the directors believe that whilst material uncertainties do exist, as noted in the second paragraph of this note, the company is a going concern at the date of signing the financial statements. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

1.3
Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts.

 

Income in respect of goods is recognised upon the date they are despatched, reflecting that the significant risks and rewards of ownership have passed to the buyer, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the entity.

 

Rental income is recognised equally over the period of rental.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
1
Accounting policies
(Continued)
- 13 -
1.5
Intangible fixed assets - goodwill

Goodwill represents the fair value of subsidiary company net assets which were subsequently 'hived up' to Nutriculture UK Limited along with its trade shortly after acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Website
15% per annum straight line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
25% per annum straight line
Plant and machinery
12.5% per annum straight line
Fixtures, fittings & equipment
15% per annum straight line
Motor vehicles
25% per annum straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
1
Accounting policies
(Continued)
- 14 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

The company does not have any financial assets which are not classified as basic financial instruments.

NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans 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. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

The company does not have any financial liabilities which are not classified as basic financial instruments.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
1
Accounting policies
(Continued)
- 16 -
1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exception:

 

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

 

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements and key sources of estimation uncertainty

The key judgements, estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Provision for irrecoverable trade debtors

At each balance sheet date, management undertake a review of the outstanding trade debtor balances and estimate the balance that should either be impaired or provided against.

 

This calculation is based on the financial position of the customers, the historical speed of payment compared to approved credit terms and the status/progress of any ongoing communications with them.

Provision for slow moving and obsolete stock

The provision is calculated on an individual stock line basis, with due regard to previous and expected stock movements. Reference to realisable values through scrapping and the expectations of specific relevant non-finance department staff are made throughout the calculation process. The provision is reviewed and updated at each reporting date.

Impairment of intangible fixed assets

At each balance sheet date management undertake an assessment of the carrying amounts of its intangible fixed assets based upon their knowledge of each asset class, to determine whether there is any indication that the assets in question have suffered an impairment loss.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2020
2019
£
£
Turnover analysed by class of business
Attributable to the principal activities of the company
20,751,361
15,342,768
2020
2019
£
£
Other significant revenue
Interest income
71
875
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
3
Turnover and other revenue
(Continued)
- 18 -
2020
2019
£
£
Turnover analysed by geographical market
United Kingdom
18,860,951
14,092,768
Overseas sales
1,890,410
1,250,000
20,751,361
15,342,768
4
Operating profit
2020
2019
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(8,898)
(13,638)
Research and development costs
31,800
31,365
Fees payable to the company's auditor for the audit of the company's financial statements
16,500
9,100
Depreciation of owned tangible fixed assets
65,538
71,800
Profit on disposal of tangible fixed assets
(8,750)
-
0
Amortisation of intangible assets
100,176
99,051
Operating lease charges
476,823
266,238

Exchange differences recognised in profit or loss during the year amounted to £8,898 (2019 - £13,638).

5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2020
2019
Number
Number
Production and administration staff
93
84
Management staff
4
3
Total
97
87

Their aggregate remuneration comprised:

2020
2019
£
£
Wages and salaries
2,632,588
2,425,359
Social security costs
241,513
202,919
Pension costs
51,219
40,777
2,925,320
2,669,055
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 19 -
6
Directors' remuneration
2020
2019
£
£
Remuneration for qualifying services
181,574
58,969
Company pension contributions to defined contribution schemes
2,647
801
184,221
59,770

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2019 - 1).

7
Interest receivable and similar income
2020
2019
£
£
Interest income
Interest on bank deposits
64
849
Other interest income
7
26
Total income
71
875
8
Interest payable and similar expenses
2020
2019
£
£
Interest on bank overdrafts and loans
1,724
-
0
Interest on finance leases and hire purchase contracts
-
0
191
Other interest
-
0
1,036
1,724
1,227
9
Taxation
2020
2019
£
£
Current tax
UK corporation tax on profits for the current period
113,223
22,628
Adjustments in respect of prior periods
(24,800)
(3,123)
Total current tax
88,423
19,505
Deferred tax
Origination and reversal of timing differences
13,637
(7,690)
Changes in tax rates
(3,950)
-
0
Total deferred tax
9,687
(7,690)
Total tax charge
98,110
11,815
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
9
Taxation
(Continued)
- 20 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2020
2019
£
£
Profit before taxation
522,772
77,972
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2019: 19.00%)
99,327
14,815
Tax effect of expenses that are not deductible in determining taxable profit
5,148
1,573
Adjustments in respect of prior years
(24,800)
(3,123)
Effect of change in corporation tax rate
(700)
905
Group relief
-
0
(21,711)
Depreciation on assets not qualifying for tax allowances
315
536
Amortisation on assets not qualifying for tax allowances
18,820
18,820
Taxation charge for the year
98,110
11,815
10
Intangible fixed assets
Goodwill
Website
Total
£
£
£
Cost
At 1 December 2019
990,514
-
0
990,514
Additions
-
0
18,000
18,000
At 30 November 2020
990,514
18,000
1,008,514
Amortisation and impairment
At 1 December 2019
404,458
-
0
404,458
Amortisation charged for the year
99,051
1,125
100,176
At 30 November 2020
503,509
1,125
504,634
Carrying amount
At 30 November 2020
487,005
16,875
503,880
At 30 November 2019
586,056
-
0
586,056
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 21 -
11
Tangible fixed assets
Leasehold land and buildings
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 December 2019
127,315
497,995
148,609
125,136
899,055
Additions
2,400
26,620
49,569
-
0
78,589
Business combinations
-
0
2,542
250
1,607
4,399
Disposals
-
0
-
0
-
0
(35,404)
(35,404)
At 30 November 2020
129,715
527,157
198,428
91,339
946,639
Depreciation and impairment
At 1 December 2019
110,387
360,720
108,445
120,242
699,794
Depreciation charged in the year
9,594
32,568
16,877
6,499
65,538
Eliminated in respect of disposals
-
0
-
0
-
0
(35,404)
(35,404)
At 30 November 2020
119,981
393,288
125,322
91,337
729,928
Carrying amount
At 30 November 2020
9,734
133,869
73,106
2
216,711
At 30 November 2019
16,928
137,275
40,164
4,894
199,261
12
Stocks
2020
2019
£
£
Raw materials and consumables
447,207
241,727
Finished goods and goods for resale
2,372,955
1,827,162
2,820,162
2,068,889
13
Debtors
2020
2019
Amounts falling due within one year:
£
£
Trade debtors
1,389,021
768,282
Amounts owed by group undertakings
882,128
1,056,008
Other debtors
111,753
107,799
Prepayments and accrued income
817,931
239,032
3,200,833
2,171,121
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 22 -
14
Creditors: amounts falling due within one year
2020
2019
Notes
£
£
Bank loans and overdrafts
15
96,202
457,811
Trade creditors
1,395,234
1,280,078
Amounts owed to group undertakings
348,838
-
0
Corporation tax
113,223
20,715
Other taxation and social security
563,175
250,714
Other creditors
28,068
18,802
Accruals and deferred income
1,090,613
52,415
3,635,353
2,080,535
15
Loans and overdrafts
2020
2019
£
£
Bank overdrafts
96,202
457,811
Payable within one year
96,202
457,811

Bank loan and overdraft balances are secured by way of a debenture over the current and future assets of the company along with the cross company guarantee disclosed in note 19 to the financial statements.

16
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2020
2019
Balances:
£
£
Accelerated capital allowances
30,258
20,327
Other
(467)
(223)
29,791
20,104
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
16
Deferred taxation
(Continued)
- 23 -
2020
Movements in the year:
£
Liability at 1 December 2019
20,104
Charge to profit or loss
9,687
Liability at 30 November 2020
29,791

The deferred tax liability is not expected to materially reverse within the next 12 months given the company's capital expenditure plans and the interaction of this with accelerated capital allowances. As a consequence, deferred tax has been provided at a rate of 19%, which had been substantively enacted at the balance sheet date.

17
Retirement benefit schemes
2020
2019
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
51,219
40,777

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2020
2019
2020
2019
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2
19
Financial commitments, guarantees and contingent liabilities

The company is party to a cross company guarantee over bank debt throughout the group of companies headed by PTJ & R Limited. At the balance sheet date, the total amount outstanding was £825,094 (2019: £1,622,390) which includes balances stated within these financial statements.

NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
- 24 -
20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2020
2019
£
£
Within one year
241,000
151,000
Between two and five years
726,667
226,667
In over five years
39,000
-
0
1,006,667
377,667
Lessor

The operating leases represent leases of property to third parties. The leases are negotiated over terms of 3 years, over which time the rentals remain fixed. There are no options in place for either party to extend the lease terms.

At the reporting end date the company had contracted with tenants for the following minimum lease payments:

2020
2019
£
£
Within one year
58,102
-
0
Between two and five years
156,700
-
0
214,802
-
0
21
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Sales
Purchases
2020
2019
2020
2019
£
£
£
£
Other related parties
244,212
212,418
327,650
172,839

The following amounts were outstanding at the reporting end date:

2020
2019
Amounts due from related parties
£
£
Other related parties
84,977
89,426
Other information
NUTRICULTURE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2020
21
Related party transactions
(Continued)
- 25 -

The company has taken advantage of the exemptions provided by FRS102 Section 33 from disclosing transactions with fellow group companies, on the basis that they will be eliminated on consolidation within the group financial statements of PTJ & R Limited, which owns 100% of the issued share capital in Nutriculture UK Limited.

22
Ultimate controlling party

The company is a wholly owned subsidiary of PTJ & R Limited, a company incorporated in England and Wales.

 

The ultimate parent company is PTJ & R Limited. The registered office of PTJ & R Limited is 3-5

Paddock Road, West Pimbo, Skelmersdale WN8 9PL.

 

The largest and smallest group in which the results of the company are consolidated is that headed by PTJ & R Limited. Copies of the accounts can be obtained from Companies House, Crown Way, Cardiff CF14 3UZ.

 

The company is under the ultimate control of Mrs M E Molyneux and Mr G R Jones, by virtue of their shareholding in that company.

2020-11-302019-12-01falseCCH SoftwareCCH Accounts Production 2021.300Mr G R JonesMr P A WilliamsMr T S MolyneuxMr T S MolyneuxExecutors of Dr Charles Joseph Molyneux DeceasedMrs M E Molyneux058683742019-12-012020-11-3005868374bus:CompanySecretaryDirector12019-12-012020-11-3005868374bus:Director12019-12-012020-11-3005868374bus:Director22019-12-012020-11-3005868374bus:Director32019-12-012020-11-3005868374bus:Director42019-12-012020-11-3005868374bus:Director52019-12-012020-11-3005868374bus:CompanySecretary12019-12-012020-11-3005868374bus:RegisteredOffice2019-12-012020-11-30058683742020-11-30058683742018-12-012019-11-3005868374core:RetainedEarningsAccumulatedLosses2018-12-012019-11-3005868374core:RetainedEarningsAccumulatedLosses2019-12-012020-11-3005868374core:Goodwill2020-11-3005868374core:Goodwill2019-11-3005868374core:OtherResidualIntangibleAssets2020-11-3005868374core:OtherResidualIntangibleAssets2019-11-3005868374core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2020-11-3005868374core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2019-11-30058683742019-11-3005868374core:LandBuildingscore:LeasedAssetsHeldAsLessee2020-11-3005868374core:PlantMachinery2020-11-3005868374core:FurnitureFittings2020-11-3005868374core:MotorVehicles2020-11-3005868374core:LandBuildingscore:LeasedAssetsHeldAsLessee2019-11-3005868374core:PlantMachinery2019-11-3005868374core:FurnitureFittings2019-11-3005868374core:MotorVehicles2019-11-3005868374core:CurrentFinancialInstrumentscore:WithinOneYear2020-11-3005868374core:CurrentFinancialInstrumentscore:WithinOneYear2019-11-3005868374core:CurrentFinancialInstruments2020-11-3005868374core:CurrentFinancialInstruments2019-11-3005868374core:ShareCapital2020-11-3005868374core:ShareCapital2019-11-3005868374core:OtherMiscellaneousReserve2020-11-3005868374core:OtherMiscellaneousReserve2019-11-3005868374core:RetainedEarningsAccumulatedLosses2020-11-3005868374core:RetainedEarningsAccumulatedLosses2019-11-3005868374core:ShareCapital2018-11-3005868374core:OtherMiscellaneousReserve2018-11-3005868374core:RetainedEarningsAccumulatedLosses2018-11-30058683742018-11-3005868374core:Goodwill2019-12-012020-11-3005868374core:IntangibleAssetsOtherThanGoodwill2019-12-012020-11-3005868374core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2019-12-012020-11-3005868374core:LandBuildingscore:LongLeaseholdAssets2019-12-012020-11-3005868374core:PlantMachinery2019-12-012020-11-3005868374core:FurnitureFittings2019-12-012020-11-3005868374core:MotorVehicles2019-12-012020-11-3005868374core:OwnedAssets2019-12-012020-11-3005868374core:OwnedAssets2018-12-012019-11-300586837412019-12-012020-11-300586837412018-12-012019-11-3005868374core:UKTax2019-12-012020-11-3005868374core:UKTax2018-12-012019-11-300586837422019-12-012020-11-300586837422018-12-012019-11-3005868374core:Goodwill2019-11-3005868374core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2019-11-30058683742019-11-3005868374core:Goodwillcore:ExternallyAcquiredIntangibleAssets2019-12-012020-11-3005868374core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2019-12-012020-11-3005868374core:ExternallyAcquiredIntangibleAssets2019-12-012020-11-3005868374core:LandBuildingscore:LeasedAssetsHeldAsLessee2019-11-3005868374core:PlantMachinery2019-11-3005868374core:FurnitureFittings2019-11-3005868374core:MotorVehicles2019-11-3005868374core:LandBuildingscore:LeasedAssetsHeldAsLessee2019-12-012020-11-3005868374core:WithinOneYear2020-11-3005868374core:WithinOneYear2019-11-3005868374core:BetweenTwoFiveYears2020-11-3005868374core:BetweenTwoFiveYears2019-11-3005868374core:MoreThanFiveYears2020-11-3005868374core:MoreThanFiveYears2019-11-3005868374core:OtherRelatedPartiescore:SaleOrPurchaseGoods2019-12-012020-11-3005868374core:OtherRelatedPartiescore:SaleOrPurchaseGoods2018-12-012019-11-3005868374bus:PrivateLimitedCompanyLtd2019-12-012020-11-3005868374bus:FRS1022019-12-012020-11-3005868374bus:Audited2019-12-012020-11-3005868374bus:FullAccounts2019-12-012020-11-30xbrli:purexbrli:sharesiso4217:GBP