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STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
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FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2020 |
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NATURAL PRODUCTS LIMITED |
REGISTERED NUMBER:
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STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
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FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2020 |
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FOR |
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NATURAL PRODUCTS LIMITED |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2020 |
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Company Information | 1 |
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Strategic Report | 2 |
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Report of the Directors | 4 |
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Directors' Responsibilities Statement | 7 |
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Report of the Independent Auditors | 8 |
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Income Statement | 11 |
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Balance Sheet | 12 |
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Notes to the Financial Statements | 13 |
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NATURAL PRODUCTS LIMITED |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 30 APRIL 2020 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Statutory Auditors |
Regency Court |
62-66 Deansgate |
Manchester |
M3 2EN |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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STRATEGIC REPORT |
FOR THE YEAR ENDED 30 APRIL 2020 |
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The directors present their strategic report for the year ended 30 April 2020. |
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REVIEW OF BUSINESS |
The directors are satisfied with the performance of Natural Products Limited for the year ended 30 April 2020. Turnover showed a 54% decrease in the year compared to 2019 as the company experienced difficult trading conditions in EMEA markets due to Brexit. The international division reported a steady performance and continued to be nearly 60% of total turnover. |
The decrease in turnover has resulted in the company incurring an operating loss before exceptional items of £3.7m. The directors have put in place clear strategies to enhance the beauty division of the business and expect to return healthier margins in the forthcoming year. |
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PRINCIPAL RISKS AND UNCERTAINTIES |
The Directors of the Company continually monitor the principal risks and uncertainties surrounding the business and consider the following risks to be the most important to the future of the business. |
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Credit Risk |
The risk of financial loss to the Company if a customer or counterpart to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.Company policies are aimed at minimising such losses, and require that terms are granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. In addition a credit insurance policy is in place and written credit limits are sought for large customers, minimising the impact of potential defaults. The UK market remains a concern, however growth is expected to come from international markets, reducing the exposure to the softer UK market. |
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Liquidity Risk |
The risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities.The Company’s primary sources of liquidity are its cash flows from operating |
activities and available lines of credit. The company successfully refinanced its borrowings in May 2019, providing sufficient investment for the company to meet its current financial obligations. |
In the Directors view the current working capital of the Group, will be adequate to meet its operating and capital requirements for at least the next twelve months. |
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Foreign Exchange Risk |
The Company is exposed to currency risk on purchases and trade receivables that are denominated in a currency other than the respective functional currencies of the Company or its subsidiary. |
The bulk of the Company’s product purchases are made in USD whereas sales are made in GBP, EUR and USD. The Company is therefore subject to a potential foreign exchange risk resulting from movements in the USD/GBP and USD/EUR exchange rates. However, the Company benefits from a natural hedge by virtue of its significant sales denominated in USD, and monitors the net residual foreign exchange risk. No further action to mitigate the risk was deemed necessary during the period. |
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NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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STRATEGIC REPORT |
FOR THE YEAR ENDED 30 APRIL 2020 |
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KEY PERFORMANCE INDICATORS |
The Directors prepare detailed management accounts and compare these to budget and to prior year performance on a monthly basis. These reviews include analysis of a number of key trading and operational metrics which include gross profit by sector and territory key working capital measurements and a review of business performance against relevant banking covenants. This monitoring often leads to requests for further analysis and to facilitate this, the Directors operate a rolling 12 month forecast. |
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ON BEHALF OF THE BOARD: |
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21 February 2022 |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2020 |
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The directors present their report with the financial statements of the company for the year ended 30 April 2020. |
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DIRECTORS |
The directors who have held office during the period from 1 May 2019 to the date of this report are as follows: |
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NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2020 |
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GOING CONCERN |
During the period the Company made a loss of £6,006,312 (2019: profit of £3,533) and the statement of financial position shows net assets of £1,146,332 (2019: £7,152,644). The Directors have considered the basis of preparation of the financial statements and have concluded that it is appropriate to prepare them on the going concern basis. |
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The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds, through funding from its parent company, Vivona Brands Limited, to meet its liabilities as they fall due for that period. |
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Those forecasts are dependent on group companies not seeking repayment of the amounts currently due to the group, which at the balance sheet date amounted to £1.4m and Vivona Brands Limited providing additional financial support during that period. Vivona Brands Limited has indicated its intention to continue to make available such funds as are needed by the company, and that it support the fellow subsidiaries to enable then to not intend to seek repayment of the amounts due at the balance sheet date, for the period covered by the forecasts. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. |
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The Group (comprising Vivona Brands Limited, Vivona Brands MidCo Limited, Vivona Brands BidCo Limited, Natural Products Ltd, NPW USA Inc. and NPW Natural Products Australia Pty Ltd) was funded at the balance sheet date by a mixture of bank loans and unsecured Loan Notes. In September 2020 all bank loans and unsecured Loan Notes were fully repaid including all accrued interest. These have been replaced with a loan to the Company from the ultimate parent, Webster Equity for £2m which is not repayable until 2023. |
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In assessing the Company's and the wider Group's ability to continue as a going concern, the Directors have prepared base case and severe but reasonably plausible downside scenario cash flow forecasts for a period of 12 months from the date of authorisation of these financial statements. The Directors' base case forecast is modelled on the assumption that the e-Commerce retail sector will continue with a higher market share and have therefore assumed an increase in overall Revenue levels but will be loss making whilst the Groups cost reduction program takes effect. The Group will therefore require additional funds to be raised from its ultimate parent, Webster Equity. The directors believe that there is a reasonable expectation that the ultimate parent would provide such support, however at the date of approval of these financial statements this is still in discussion. |
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Consequently, the directors consider that the Company's ability to continue as a going concern is dependent on the availability of such additional funding as may be needed. In the event that the effects of COVID-19 are more severe than the directors anticipate or it was unable to raise funds from the ultimate parent, these factors represent a material uncertainty that may cast significant doubt on the ability of the Company to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business. The financial statements have been prepared on a going concern basis and do not include any adjustments that would be necessary if this basis were inappropriate. |
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COVID-19 |
Management have produced forecasts that include sensitivities to reflect plausible downside scenarios as a result of the COVID-19 pandemic and its impact on the global economy, which have been reviewed by the directors. In all scenarios, the Group has sufficient cash reserves to enable it to meet its obligations as they fall due for a period of at least 12 months from the date of signing of these financial statements. |
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As a result of COVID-19, the Group has experienced a change in its customer’s shopping behaviour from high-street retail to online retail, due to the lockdown imposed by various governments. The Group has seen a shift within its customer mix that reflected the movement toward online retail. Management is developing a new Direct to Customer strategy to benefit fully from this change in customer behaviour. In March 2020 the company managed to rapidly move all its employees to a working from home environment with little to no interruption to business. The company supply chain hasn’t been affected by COVID. During the peak of the crisis between March and July 2020, revenue was significantly impacted but Q4 of 2021 has seen the company return to pre-COVID monthly revenue levels. |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2020 |
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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 company'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 company's auditors are aware of that information. |
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AUDITORS |
The auditors, Sedulo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
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ON BEHALF OF THE BOARD: |
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NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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DIRECTORS' RESPONSIBILITIES STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2020 |
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The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
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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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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: |
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- | 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. |
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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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NATURAL PRODUCTS LIMITED |
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Qualified Opinion |
We have audited the financial statements of Natural Products Limited (the 'company') for the year ended 30 April 2020 which comprise the Income Statement, Balance Sheet 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). |
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In our opinion, expect for the matters as described in the basis for qualified opinion section of our report, the accompanying financial statements present fairly, in all material aspects, the financial position of the company as at 30 April 2020 and its financial performance for the year then ended in accordance with Financial Reporting Standards. |
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Basis for qualified 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 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. |
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Due to Covid-19 restrictions at the year-end and the fact that Sedulo Audit Limited were not appointed until after the year-end, there was no stocktake attendance observed at the balance sheet date. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 30 April 2020 which are stated at £5,284,811. |
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Accordingly, we have not been able to obtain sufficient appropriate audit evidence. As a result of this matter, we were unable to determine whether any adjustments might have been found necessary in respect of impaired, recorded or unrecorded inventories and the elements making up both the Income Statement and the Balance Sheet. |
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Conclusions relating to going concern |
We draw your attention to note 2 in the financial statements which indicates that if the Group continues to trade in line with its base case forecasts the company's ability to continue as a going concern is dependent on obtaining additional financing. These events and conditions, along with the other matters explained in note 3, constitute a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern. |
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Our opinion is not modified in respect of this matter. |
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Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Directors' Responsibilities Statement, but does not include the financial statements and our Report of the Auditors thereon. |
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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. |
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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. |
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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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NATURAL PRODUCTS LIMITED |
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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 or the Report of the Directors. |
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We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
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Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page seven, 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. |
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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. |
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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. |
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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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NATURAL PRODUCTS LIMITED |
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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. |
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for and on behalf of
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Statutory Auditors |
Regency Court |
62-66 Deansgate |
Manchester |
M3 2EN |
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NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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INCOME STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2020 |
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Period |
1.3.18 |
Year Ended | to |
30.4.20 | 30.4.19 |
Notes | £ | £ |
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TURNOVER | 3 |
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Cost of sales |
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GROSS PROFIT |
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Administrative expenses |
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OPERATING (LOSS)/PROFIT | 5 | ( |
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Cost of fundamental reorg | 6 |
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(5,760,513 | ) | 571,148 |
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Interest payable and similar expenses |
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(LOSS)/PROFIT BEFORE TAXATION | ( |
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Tax on (loss)/profit | 7 |
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(LOSS)/PROFIT FOR THE FINANCIAL
YEAR |
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NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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BALANCE SHEET |
30 APRIL 2020 |
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30.4.20 | 30.4.19 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 |
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Tangible assets | 9 |
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Investments | 10 |
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CURRENT ASSETS |
Stocks |
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Debtors | 11 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 12 |
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NET CURRENT (LIABILITIES)/ASSETS | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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PROVISIONS FOR LIABILITIES |
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NET ASSETS |
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CAPITAL AND RESERVES |
Called up share capital |
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Retained earnings |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the Board of Directors and authorised for issue on
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NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2020 |
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1. | STATUTORY INFORMATION |
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Natural Products Limited is a
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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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 £. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
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Goodwill |
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Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
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Tangible fixed assets |
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Plant and machinery etc | - |
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Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
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Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
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2. | ACCOUNTING POLICIES - continued |
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Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial statements. |
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Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
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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. |
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Basic financial assets |
Basic financial assets, which includes 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 present value of the future receipts discounted at a market rate of interest. Financial asserts classified as receivable within one year are not amortised. |
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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. |
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Basic financial liabilities |
Basic financial liabilities, including creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
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Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
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Trade creditors are obligations to pay for goods and 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 rate method. |
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Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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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. |
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NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
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2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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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. |
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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. |
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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. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
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2. | ACCOUNTING POLICIES - continued |
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Going concern |
Notwithstanding net assets of £1,146,332 as at 30th April 2020 and an overall loss for the year then ended of £6,006,312, the financial statements have been prepared on a going concern basis which the director considers to be appropriate for the following reasons: |
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The Director has prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds, through funding from its parent company, Vivona Brands Limited, to meet its liabilities as they fall due for that period. |
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Those forecasts are dependent on group companies not seeking repayment of the amounts currently due to the group, which at the balance sheet date amounted to £1.4m and Vivona Brands Limited providing additional financial support during that period. Vivona Brands Limited has indicated its intention to continue to make available such funds as are needed by the company, and that it support the fellow subsidiaries to enable then to not intend to seek repayment of the amounts due at the balance sheet date, for the period covered by the forecasts. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. |
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However, the ability of Vivona Brands Limited to continue to provide this support is dependent on the viability of the Group, being Vivona Brands Limited and its subsidiaries. In considering going concern and the viability of the Group, the Director has reviewed the cash flow forecasts, which cover a period of 12 months from approval of these financial statements. In making this assessment the Directors has considered the impact of COVID-19, the recent trading performance of the Group and the available financing facilities. |
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The Director's base case forecast is modelled on the assumption that the e-Commerce retail sector will continue with a higher market share and have therefore assumed an increase in overall Revenue levels but will be loss making whilst the Groups cost reduction program is completed. The Group will therefore require additional funds to be raised from its ultimate parent. The directors believe that there is a reasonable expectation that the ultimate parent would provide such support, however at the date of approval of these financial statements this is still in discussion. |
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Consequently, the Director considers that the Groups ability to continue as a going concern is dependent on the availability of such additional funding as may be needed. In the event that the effects of COVID-19 are more severe than the Director anticipates, or it was unable to raise funds from the ultimate parent, these factors represent a material uncertainty that may cast significant doubt on the ability of the Group to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business. |
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Based on these indications the Director believes that it remains appropriate to prepare the financial statements on a going concern basis. However, these circumstances represent a material uncertainty that may cast doubt on the Company's ability to continue as a going concern and, therefore, to continue realising it assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
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3. | TURNOVER |
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The turnover and loss (2019 - profit) before taxation are attributable to the one principal activity of the company. |
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An analysis of turnover by geographical market is given below: |
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Period |
1.3.18 |
Year Ended | to |
30.4.20 | 30.4.19 |
United Kingdom | 20.76% | 16.67% |
United States of America | 59.39% | 55.23% |
Rest of the World | 19.86% | 28.10% |
100.00% | 100.00% |
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4. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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5. | OPERATING (LOSS)/PROFIT |
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The operating loss (2019 - operating profit) is stated after charging: |
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Period |
1.3.18 |
Year Ended | to |
30.4.20 | 30.4.19 |
£ | £ |
Depreciation - owned assets |
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Goodwill amortisation |
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Auditors' remuneration |
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|
Auditors' remuneration for non audit work |
|
|
|
6. | EXCEPTIONAL ITEMS |
Period |
1.3.18 |
Year Ended | to |
30.4.20 | 30.4.19 |
£ | £ |
Cost of fundamental reorg | ( |
) |
|
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
|
|
7. | TAXATION |
|
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
Period |
1.3.18 |
Year Ended | to |
30.4.20 | 30.4.19 |
£ | £ |
Current tax: |
UK corporation tax |
|
|
Tax on (loss)/profit |
|
|
|
UK corporation tax has been charged at 19% . |
|
8. | INTANGIBLE FIXED ASSETS |
Goodwill |
£ |
COST |
At 1 May 2019 |
and 30 April 2020 |
|
AMORTISATION |
At 1 May 2019 |
|
Charge for year |
|
At 30 April 2020 |
|
NET BOOK VALUE |
At 30 April 2020 |
|
At 30 April 2019 |
|
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
|
|
9. | TANGIBLE FIXED ASSETS |
Plant and |
Land and | machinery |
buildings | etc | Totals |
£ | £ | £ |
COST |
At 1 May 2019 |
|
|
|
Additions |
|
|
|
At 30 April 2020 |
|
|
|
DEPRECIATION |
At 1 May 2019 |
|
|
|
Charge for year |
|
|
|
At 30 April 2020 |
|
|
|
NET BOOK VALUE |
At 30 April 2020 |
|
|
|
At 30 April 2019 |
|
|
|
|
10. | FIXED ASSET INVESTMENTS |
|
The comapny's investment at the Balance Sheet date in the share capital of companies include the following: |
|
The company directly owns 100% of the share capital in Vivona Brands Bidco Limited and, by virtue of its investment in Vivona Brands Bidco Limited, it indirectly owns 100% of the share capital in Natural Products Limited and NPW-USA Inc. |
|
Both Vivona Brands Bidco Limited and Natural Products Limited are incorporated in England and Wales with a registered office address of Tileman House, 131- 133 Upper Richmond Road, London, United Kingdom, SW15 2TR. |
|
NPW- USA Inc is registered in the USA with a registered office of 1101 Gregory Street, Cincinnati, OH 45202. |
|
NPW - Australia is registered in Australia with a registered office of PO BOX 1462, Clayton South Vic 3169, Australia. |
|
These results and financial position for the year ended 30 April 2020 for these companies is as follows: |
|
Name | Net Assets/(Liabilities | ) | Profit/(Loss for the year | ) |
NPW-USA Inc. | 1,221,987 | 41,769 |
NPW - Australia | (63,842 | ) | (86,577 | ) |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
|
|
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.4.20 | 30.4.19 |
£ | £ |
Trade debtors |
|
|
Amounts owed by group undertakings |
|
|
Other debtors |
|
|
|
|
|
Debtors include amounts by Group undertakings of £Nil (2019: £2,621,514) due after more than one year |
|
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.4.20 | 30.4.19 |
£ | £ |
Bank loans and overdrafts |
|
|
Trade creditors |
|
|
Amounts owed to group undertakings |
|
|
Taxation and social security |
|
|
Other creditors |
|
|
|
|
|
13. | LEASING AGREEMENTS |
|
Minimum lease payments under non-cancellable operating leases fall due as follows: |
30.4.20 | 30.4.19 |
£ | £ |
Within one year |
|
|
Between one and five years |
|
|
|
|
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
|
|
14. | FINANCIAL INSTRUMENTS |
|
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial statements. |
|
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 includes 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 present value of the future receipts discounted at a market rate of interest. Financial asserts classified as receivable within one year are not amortised. |
|
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, 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 payments 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 and 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 rate method. |
|
15. | RELATED PARTY DISCLOSURES |
|
The company is taking advantage of the exemptions available in FRS102, not to disclose transactions within the Group as it is 100% owned and the financial statements of the Group are publicly available. |
|
No further transactions were undertaken with related parties as such that are required to be disclosed under FRS102. |
NATURAL PRODUCTS LIMITED (REGISTERED NUMBER: 02722414) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2020 |
|
|
16. | ULTIMATE CONTROLLING PARTY |
|
The Company's immediate controlling party is Vivona Brands Limited, a Company incorporated in England and Wales, with registered office address of Tileman House, 131-133 Upper Richmond Road, Putney, London, United Kingdom, SW15 2TR. This is the largest level at which consolidated accounts are prepared. |
|
On 6 May 2019, Webster Equity Partners became the company's ultimate controlling party by virtue of its majority shareholding. |
|
Copies of the consolidated financial statements of Vivona Brands Limited are available from Companies House. |