Registered number:
09364895
SIMPLYCOOK LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2021
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SIMPLYCOOK LIMITED
REGISTERED NUMBER:
09364895
BALANCE SHEET
AS AT
31 DECEMBER 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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SIMPLYCOOK LIMITED
REGISTERED NUMBER:
09364895
BALANCE SHEET
(CONTINUED)
AS AT
31 DECEMBER 2021
The
financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
The notes on pages 5 to 17 form part of these financial statements.
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SIMPLYCOOK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2021
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Comprehensive income for the year
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Total comprehensive income for the year
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Shares issued during the year
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Total transactions with owners
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The notes on pages 5 to 17 form part of these financial statements.
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SIMPLYCOOK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2020
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Comprehensive income for the year
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Total comprehensive income for the year
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Shares issued during the year
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Total transactions with owners
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The notes on pages 5 to 17 form part of these financial statements.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The entity is a private company, limited by shares, incorporated in England and Wales in the UK. The registered office address is 1st Floor, 100 - 106 Leonard Street, London, EC2A 4RH.
The company's principal activity during the year continued to be that of developing and retailing ready-to-cook recipe kits.
2.
Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of
Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1.
The following principal accounting policies have been applied:
The company has a net profit of £9,165,652 for the year (2020 - net loss of £2,608,488) with net assets of £6,599,688 (2020 - net liabilities of £2,237,110) as at the year end.
In the year ended 31 December 2021 the coronavirus pandemic and associated public health and social measures were ongoing.
Detailed plans were put in place to mitigate the impacts of the pandemic and changes monitored, with necessary actions taken in a timely manner. The company has traded throughout this period and the pandemic has not had a negative effect on the performance of the company for the year ended 31 December 2021.
The directors consider the cash position and the recent sales growth of the company are sufficient to indicate no going concern issues for a period of at least 12 months from the date of approval of the financial statements. The directors therefore continue to consider that the preparation of the financial statements on a going concern basis is appropriate.
The company was acquired on 1 March 2021 by Nestlé UK Ltd. Nestlé UK Ltd own 100% of the share capital of the company. Nestlé UK Ltd have confirmed their willingness and ability to provide support to the company for at least a period of 12 months from the date of approval of the financial statements, should any such support be required.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙
the Company has transferred the significant risks and rewards of ownership to the buyer;
∙
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙
the amount of revenue can be measured reliably;
∙
it is probable that the Company will receive the consideration due under the transaction; and
∙
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution pension plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Capitalised development expenditure is amortised on a straight line basis with an estimated useful economic life of 5 years.
From 1 March 2021 it was determined that development expenditure will no longer be capitalised.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its estimated useful economic life and is fully amortised at 31 December 2021.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
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Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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Financial instruments (continued)
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Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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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The average monthly number of employees, including directors, during the year was
62
(2020 -
46
)
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On 25 October 2021, the company assigned all of its rights, titles and interests in its intellectual property, including intellectual property generated at a future date, to Société des Produits Nestlé S.A., an entity that is part of the wider Nestlé group. The proceeds from the assignment of the intellectual property have been presented as other income in the statement of comprehensive income.
A general licence agreement was effected post transfer of the intellectual property for continued use of the intellectual property assigned. No amount is payable by the company under this general licence agreement for use of the intellectual property.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Short-term leasehold property
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Amounts owed by group companies
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Prepayments and accrued income
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Cash and cash equivalents
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The loan of £83,333 in the prior year was secured on the assets of the company under a fixed & floating charge. The loan has been fully repaid in the current year and the charge over the assets of the company has been fully satisfied.
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Creditors: Amounts falling due after more than one year
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The loan of £1,350,000 in the prior year has been fully repaid in the current year. The loan was not secured on the assets of the company.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 2-5 years
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Allotted, called up and fully paid
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25,933,882
(2020 -
12,678,127
)
Ordinary
shares of £
0.00001
each
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5,233,522
(2020 -
5,233,522
)
Ordinary A
shares of £
0.00001
each
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150,000
(2020 -
150,000
)
Ordinary B
shares of £
1.00000
each
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NIL
(2020 - 790,000
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Ordinary C
shares of £
0.00001
each
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NIL
(2020 -
10,151,025
)
Seed
shares of £
0.00001
each
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1,618,000
(2020 -
828,000
)
Deferred shares of £
0.00001
each
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2,997,129
(2020 -
2,997,129
)
Ordinary A2 shares of £
0.00001
each
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On 1 March 2021, the company issued 3,091,790 Ordinary shares with a nominal value of £0.00001 per share at par. These shares were issued as a result of the exercise of all share options in issue held under an Enterprise Management Incentive scheme. Of the total Enterprise Management Incentive scheme options exercised, 784,616 were exercised by directors.
On 1 March 2021, the company issued 12,940 Ordinary shares with a nominal value of £0.00001 per share for a consideration of £0.37093 per share. Share premium totalling £4,800 arose on this issue. These shares were issued as a result of the exercise of all share options in issue held under other schemes.
On 1 March 2021, all of the 790,000 Ordinary C shares in issue were redesignated as Deferred shares.
On 1 March 2021, all of the 10,151,025 Seed shares in issue were redesignated as Ordinary shares.
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SIMPLYCOOK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund in the year and amounted to £31,540 (2020 - £23,869).
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Commitments under operating leases
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At 31 December 2021 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The company has taken advantage of the exemption in FRS 102 Section 1A and has not disclosed transactions and balances with related group entities.
There were no other related party transactions that required disclosure under FRS 102 Section 1A.
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The company was acquired on 1 March 2021 by Nestlé UK Ltd. Nestlé UK Ltd is the immediate parent company and owns 100% of the share capital of the company. Nestlé UK Ltd is a private company, limited by shares, incorporated in England and Wales in the UK. The registered company number of Nestlé UK Ltd is 00051491. The registered office address is 1 City Place, Beehive Ring Road, Gatwick, England, RH6 0PA.
The largest and smallest groups in which the results of the company are consolidated are those headed by Nestlé S.A., the ultimate parent company. Nestlé S.A. is a company incorporated in Switzerland. Copies of group financial statements can be obtained from CH-1800, Vevey, Switzerland.
The auditors' report on the financial statements for the year ended 31 December 2021 was unqualified.
The audit report was signed on
26 September 2022
by
Georgette Alicia Crisp BSc Hons FCA
(Senior Statutory Auditor) on behalf of
MHA MacIntyre Hudson
.
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