REGISTERED NUMBER: 04148459 (England and Wales)

SPF (United Kingdom) Limited

Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

Page

Company Information

1

Report of the Directors

2

Balance Sheet

3

Notes to the Financial Statements

4

DIRECTORS:

B De Launay

J Parisot

T O M D'Herouville

R C Rhodes

SECRETARY:

B De Launay

REGISTERED OFFICE:

C/O Freeths LLP Routeco Office Park

Davy Avenue

Knowlhill

Milton Keynes

Buckinghamshire

MK5 8HJ

REGISTERED NUMBER:

04148459 (England and Wales)

SENIOR STATUTORY AUDITOR:

Ian Parsons FCA

AUDITORS:

Paylings

Unit 2 Silkwood Park

Fryers Way

Ossett

West Yorkshire

WF5 9TJ

BANKERS:

HSBC plc

City Office

33 Park Row

Leeds

West Yorkshire

LS1 1LD

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

B De Launay

J Parisot

T O M D'Herouville

R C Rhodes

Other changes in directors holding office are as follows:

A R Smith - resigned 31 July 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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;

-	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.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Paylings, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

R C Rhodes - Director

24 April 2025

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

385,287

469,520

385,287

469,520

CURRENT ASSETS

Stocks

452,713

859,772

Debtors

6

873,597

1,343,886

Cash at bank

758,419

952,401

2,084,729

3,156,059

CREDITORS

Amounts falling due within one year

7

662,070

1,387,252

NET CURRENT ASSETS

1,422,659

1,768,807

TOTAL ASSETS LESS CURRENT LIABILITIES

1,807,946

2,238,327

PROVISIONS FOR LIABILITIES

81,231

101,004

NET ASSETS

1,726,715

2,137,323

CAPITAL AND RESERVES

Called up share capital

250,000

250,000

Retained earnings

1,476,715

1,887,323

1,726,715

2,137,323

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2025 and were signed on its behalf by:

R C Rhodes - Director

1.	STATUTORY INFORMATION

SPF (United Kingdom) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's principal trading address is: Ings Road, Bentley, Doncaster, DN5 9TL.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The entity is profit making and has positive reserves, therefore the going concern basis of preparation is deemed appropriate by management.

Significant judgements and estimates

In respect of depreciation, management apply rates across asset classes, that are reflective of the average economic consumption of the asset type.

Debtor ageing is reviewed regularly by management to assess the requirement for a bad debt provision, however any such provision is not currently deemed necessary.

Stock ageing is reviewed regularly by management to assess the requirement for a slow moving/obsolescence provision. Any provision deemed necessary is included implicitly by reducing the stock value.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised on the sale of goods, on despatch of those goods from our sites when the significant risks and rewards of ownership are transferred to our customers.

Turnover is recognised on the performance of services, as and when those services are carried out.

Other income

Other income arises where applicable from the sale of non core products, and the recharge of operating costs incurred by an entity, where the facility of that entity is used by other group companies.

Straight recharge of costs that can be allocated directly to another group company are treated as recharges only, and the cost is passed directly to the other entity. No income is recognised in this instance.

Goodwill

Goodwill, being the amount paid in connection with the incorporation and set up of the JV business in 2001, has been amortised evenly over its estimated useful life of twenty years.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant & machinery - 4 - 20 years straight line

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

For manufactured goods, the absorption cost method of valuation is used incorporating all production overheads. If this results in a value higher than net realisable value for any stock item, then the selling price of that item is applied.

Financial instruments

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.

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 Income Statement.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforecable 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.

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.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of posting the transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Pension costs and other post-retirement benefits

The company has members in the SARIA Group Pension Schemes, funded defined benefit schemes.

Since the above schemes were closed to new members the group has opened a defined contribution scheme to provide retirement benefits to employees.

The pension charge represents contributions payable to the defined contribution fund in respect of the accounting period.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2023 - 8 ) .

4.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

120,000

AMORTISATION

At 1 January 2024

and 31 December 2024

120,000

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

2,073,107

Additions

33,205

Disposals

(86,219

)

At 31 December 2024

2,020,093

DEPRECIATION

At 1 January 2024

1,603,587

Charge for year

117,438

Eliminated on disposal

(86,219

)

At 31 December 2024

1,634,806

NET BOOK VALUE

At 31 December 2024

385,287

At 31 December 2023

469,520

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

853,917

1,305,727

Other debtors

19,680

38,159

873,597

1,343,886

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

237,458

638,997

Amounts owed to group undertakings

25

-

Taxation and social security

249,000

225,650

Other creditors

175,587

522,605

662,070

1,387,252

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

5,475

5,475

Between one and five years

10,950

21,900

16,425

27,375

9.	FINANCIAL INSTRUMENTS

2024

2023

£

£

Financial assets

Cash and cash equivalents

758,419

952,401

Financial assets that are debt instruments measured at amortised cost

873,597

1,343,886

Financial liabilities

Financial liabilities measured at amortised cost

(743,301

)

(1,488,254

)

Financial assets measured at amortised cost comprise trade debtors, amounts owed by group and related entities, other debtors (inc tax debtors) and accrued income.

Financial liabilities measured at amortised cost comprise amounts owed to group and related entities, trade creditors, other creditors (inc tax creditors) and accruals.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Ian Parsons FCA (Senior Statutory Auditor)

for and on behalf of Paylings

11.	EMPLOYEE BENEFIT OBLIGATIONS

There are two defined benefit arrangements operated by the SARIA Limited group, which are managed via independent trusts, of which some employees are members. Contributions are no longer being made to these schemes due to their surplus position.

The company is unable to identify its share of the underlying assets and liabilities of the schemes therefore the schemes are accounted for in the balance sheet of the parent entity only.

During 2022, the trustees of the schemes made the investment decision to use some of the schemes assets to purchase insurance policies/annuities, to guarantee the funding of the associated liabilities and thereby remove some of the risk from the Group. (Pension Buy-In). As a result the remaining net assets of the schemes are now much lower.

At the balance sheet date the FRS 102 value of the liabilities was £72,660,000 (2023 - £73,923,000) and the market value of the assets was £71,518,000 (2023 - £77,049,000) giving a net liability of £1,142,000 (2023 - £3,126,000 asset ) held in the balance sheet of the parent entity.

The above schemes have been closed to new members. The group has made alternate provision, in the form of a defined contribution scheme, for new employees or those not eligible to join the above schemes. This scheme is also administered on a group basis independently of any group company or director.

Total contributions payable by the company to the defined contribution scheme during the year amounted to £31,102 (2023 - £38,982). There were no accrued or prepaid pension contributions at the balance sheet date (2023 - £nil).

12.	CAPITAL COMMITMENTS

2024

2023

£

£

Contracted but not provided for in the

financial statements

-

10,839

13.	RELATED PARTY DISCLOSURES

The parent of the largest and only group for which consolidated financial statements are drawn up of which SPF (United Kingdom) Ltd is a member, is:

Symrise AG

Mühlenfeldstrasse 1

37603 Holzminden

Germany

Specialites Pet Food SA Group

Joint Venture Partner

Sales of finished products, sales commission receivable and other income/recharges of £447,279 (2023: £727,618).

Sales commission payable and purchases of goods & services £190,560 (2023: £278,062).

2024

2023

£

£

Amount due from related party at the balance sheet date

53,174

19,949

Saria Limited Group

Joint Venture Partner

Other income/recharges of £41,072 (2023: £32,785).

Purchases of goods & services £1,390,890 (2023: £1,780,900).

Rent payable of £33,782 (2023: £33,690) and other site services/operating costs recharged £1,029,776 (2023: £1,188,821).

2024

2023

£

£

Amount due to related party at the balance sheet date

112,483

336,557

Symrise AG

Ultimate Beneficial Owner of SPF SA Group

Purchases of goods & services £13,115 (2023: £45,464).

2024

2023

£

£

Amount due to related party at the balance sheet date

13,115

45,464

The ultimate controlling party is Symrise AG.

SPF (United Kingdom) Limited is a joint-venture business of SARIA Limited (SARIA) and SPF SA. The equity is split 40:60 between the two companies respectively.

Symrise AG is the ultimate beneficial owner of SPF SA.

14.	FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

In common with many other businesses of our size and nature we use our auditors to provide tax advice and to represent us, as necessary, at tax tribunals.

15.	DIVIDENDS PAID

Dividends declared and paid in the period are £1,000,000 (2023: £ nil )