REGISTERED NUMBER: 06444123 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st December 2024

for

Plant-Ex Ingredients Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

G O R Drewett

S V Barratt

J Donkin

T D R Drewett

J Skade

SECRETARY:

A Drewett

REGISTERED OFFICE:

Unit 7d Access 18

Avonmouth

Bristol

BS11 8HT

REGISTERED NUMBER:

06444123 (England and Wales)

SENIOR STATUTORY AUDITOR:

Matthew Dobbins FCA

AUDITORS:

Dunkley's

Statutory Auditor

Chartered Accountants

Woodlands Grange

Woodlands Lane

Bradley Stoke

Bristol

BS32 4JY

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS

The Group achieved turnover of £26.3 million in the year ended 31 December 2024, representing a 10% increase compared to the previous year. The Group continues to develop a strong sales pipeline and expects further sales growth during 2025 and beyond.

Operating profit for the year was £1,469k including £851k of one off exceptional costs.

Underlying profit, excluding exceptional costs, was £2,320k and remains in line with the long term plans for the Group.

During the year, the Group commenced a project to increase production capacity in the UK, this project was completed in Q1 2025 and will generate significant additional capacity to support further growth in the UK and export markets.

In April 2025, the Group acquired Aromacolors sp z.o.o., a food ingredients manufacturing business in Poland, with the strategic rationale to increase the Group's manufacturing capability within Europe.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have considered the major risks and uncertainties facing the Group:

Market Risk

Fluctuating demand in the sector could impact sales. To mitigate this, the Group continues to diversify its customer base, develop innovative new products and expand into new markets.

Supply Chain Disruption

The Group remains exposed to risks associated with global supply chain disruptions and changes to international trade tariffs. Geopolitical tensions and evolving trade agreements continue to impact the cost, availability and lead times of key raw materials. These factors may result in increased operational costs, inventory challenges or delays in delivery timelines. In particular any escalation in tariffs or non-tariff barriers on imports from key trading partners could adversely affect profit margins and pricing competitiveness. To mitigate these risks, the Group maintains a diversified supplier base and regularly reviews sourcing strategies to ensure timely responses to emerging trade constraints.

Regulatory Compliance

Evolving Food Safety and Environmental legislation may impact operational processes. The company closely monitors legal developments and engages with industry bodies to ensure compliance with latest regulations and guidance. During 2025, the Group has invested in additional Technical resource to further mitigate these risks.

Operational Risks

The Group is exposed to labour shortages, driven by a competitive labour market in the UK. This pressure may impact profitability and capacity as the group continues to expand in the UK and overseas. To mitigate these risks, the Group is investing in employee development and engagement initiatives to ensure the Group attracts and retains a motivated and committed workforce.

STRATEGY AND FUTURE OUTLOOK

The Group's strategic focus for the next 3 years includes continued development of new and innovative products to support the Group's customers. Further increases in production capacity both in the UK and other manufacturing facilities across the world. Increased focus on ESG principles across operations; reducing environmental impact, promoting a diverse and inclusive workforce and maintaining high standards of governance.

Despite macroeconomic uncertainty, the board is confident in the company's ability to continue to adapt and grow profitably.

ON BEHALF OF THE BOARD:

G O R Drewett - Director

22nd September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the manufacture of natural food ingredients.

DIVIDENDS

During the period ended 31 December 2024, £212,140 (2023 - £240,000) of dividends were distributed.

DIRECTORS

G O R Drewett has held office during the whole of the period from 1st January 2024 to the date of this report.

Other changes in directors holding office are as follows:

S V Barratt - appointed 23rd August 2024

J Donkin - appointed 22nd October 2024

T D R Drewett - appointed 22nd October 2024

J Skade - appointed 23rd August 2024

ACQUISITIONS

During the year the following entities were acquired by Plant-ex Ingredients Ltd

Company

Location

Shareholding

Plant-Ex Ingredients Holding Inc

United States of America

100%

Plant-Ex Ingredient LLC

United States of America

100%

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he 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 group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

G O R Drewett - Director

22nd September 2025

Qualified opinion

We have audited the financial statements of Plant-Ex Ingredients Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the Group’s affairs as at 31 December 2024 and of the Group’s profit/loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006

Basis for opinion

It is important to note that this limitation does not extend to the financial year ended 31 December 2024. Based on the procedures performed, we were able to obtain adequate audit evidence for the 2024 financial year, and no similar limitations were encountered in respect of that period.

As a result, our audit opinion is qualified solely with respect to the financial information pertaining to the year ended 31 December 2023.

We were unable to obtain sufficient appropriate audit evidence regarding the existence and completeness of the inventory balance as of 31st December 2023. Specifically, we were unable to observe the physical inventory count at the period-end. Furthermore, we were unable to perform alternative procedures that would provide us with sufficient evidence regarding the completeness and existence of the inventory.

Whilst we were able to verify certain aspects of inventory, such as pricing and the valuation of a sample of items, we were unable to determine whether the total inventory balance accurately reflects all items held as of the balance sheet date and whether all inventory transactions were appropriately recorded. This limitation on the scope of our audit could result in a material misstatement of the inventory balance and related cost of goods sold of £303,913 which would also affect the profit for the period.

We were able to verify the existence and accuracy of the expenditures recorded as of 31st December 2023. However, due to the lack of sufficient documentation and controls, we were unable to vouch for the correct classification of certain expenditures. As a result, we are unable to determine if expenditure totalling £743,127 are correctly classified in the financial statements.

During the 31st December 2023 audit, we were unable to obtain sufficient appropriate audit evidence regarding the completeness of sales transactions. Specifically, we were unable to verify whether the sales transactions for the year were properly recorded due to limitations in the internal controls over the recording and reporting of sales. While we were able to verify a sample of sales transactions and the related revenue recognition, we were unable to determine the completeness of £551,160 of sales.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note fourteen to the financial statements, 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 qualified opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

-	returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, bonus levels and performance targets;

- any matters we identified, having obtained and reviewed the company's documentation of their policies and procedures relating to:

o

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

o

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

o

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

o

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

- enquiring of management, concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Dobbins FCA (Senior Statutory Auditor)

for and on behalf of Dunkley's

Statutory Auditor

Chartered Accountants

Woodlands Grange

Woodlands Lane

Bradley Stoke

Bristol

BS32 4JY

22nd September 2025

TURNOVER

26,252,109

17,965,187

Cost of sales

(16,065,960

)

(11,281,036

)

GROSS PROFIT

10,186,149

6,684,151

Administrative expenses

(8,870,903

)

(4,476,828

)

1,315,246

2,207,323

Other operating income

154,179

109,093

OPERATING PROFIT

4

1,469,425

2,316,416

Income from interest in associated undertakings

-

54,972

Interest receivable and similar income

-

14,442

1,469,425

2,385,830

Interest payable and similar expenses

5

(39,348

)

(12,802

)

PROFIT BEFORE TAXATION

1,430,077

2,373,028

Tax on profit

6

(472,841

)

(499,170

)

PROFIT FOR THE FINANCIAL YEAR

957,236

1,873,858

Profit attributable to:

Owners of the parent

957,236

1,873,858

PROFIT FOR THE YEAR

957,236

1,873,858

OTHER COMPREHENSIVE INCOME

Change from associate to subsidiary

-

(584,844

)

Foreign exchange translation

-

11,664

Discounting of fixed term loan

105,571

-

Employee shares granted

551,813

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

657,384

(573,180

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,614,620

1,300,678

Total comprehensive income attributable to:

Owners of the parent

1,614,620

1,300,678

FIXED ASSETS

Intangible assets

9

173,780

203,993

Tangible assets

10

2,836,741

1,401,390

Investments

11

-

-

3,010,521

1,605,383

CURRENT ASSETS

Stocks

12

5,194,075

4,184,949

Debtors

13

4,575,129

4,677,855

Cash at bank

986,624

652,477

10,755,828

9,515,281

CREDITORS

Amounts falling due within one year

14

4,625,393

6,031,284

NET CURRENT ASSETS

6,130,435

3,483,997

TOTAL ASSETS LESS CURRENT LIABILITIES

9,140,956

5,089,380

CREDITORS

Amounts falling due after more than one year

15

(1,935,204

)

(27,703

)

PROVISIONS FOR LIABILITIES

19

(444,322

)

(127,778

)

NET ASSETS

6,761,430

4,933,899

CAPITAL AND RESERVES

Called up share capital

20

104

100

Share premium

21

436,711

-

Capital redemption reserve

21

105,571

-

Other reserves

21

439,198

-

Retained earnings

21

5,779,846

4,933,799

SHAREHOLDERS' FUNDS

25

6,761,430

4,933,899

The financial statements were approved by the Board of Directors and authorised for issue on 22nd September 2025 and were signed on its behalf by:

G O R Drewett - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

2,762,981

1,368,190

Investments

11

756,296

755,397

3,519,277

2,123,587

CURRENT ASSETS

Stocks

12

4,511,072

3,881,036

Debtors

13

4,708,154

3,941,064

Cash at bank

433,350

431,765

9,652,576

8,253,865

CREDITORS

Amounts falling due within one year

14

4,001,516

4,944,128

NET CURRENT ASSETS

5,651,060

3,309,737

TOTAL ASSETS LESS CURRENT LIABILITIES

9,170,337

5,433,324

CREDITORS

Amounts falling due after more than one year

15

(1,935,204

)

(27,703

)

PROVISIONS FOR LIABILITIES

19

(444,322

)

(127,778

)

NET ASSETS

6,790,811

5,277,843

CAPITAL AND RESERVES

Called up share capital

20

104

100

Share premium

21

436,711

-

Capital redemption reserve

21

105,571

-

Other reserves

21

439,198

-

Retained earnings

21

5,809,227

5,277,743

SHAREHOLDERS' FUNDS

25

6,790,811

5,277,843

Company's profit for the financial year

631,009

1,617,413

The financial statements were approved by the Board of Directors and authorised for issue on 22nd September 2025 and were signed on its behalf by:

G O R Drewett - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st April 2023

100

3,873,121

-

Changes in equity

Total comprehensive income

-

1,300,678

-

Dividends

-

(240,000

)

-

Balance at 31st December 2023

100

4,933,799

-

Changes in equity

Total comprehensive income

-

1,069,851

-

Dividends

-

(212,140

)

-

Increase in share capital

4

-

-

Increase in share premium

-

-

436,711

Foreign exchange translation

-

(11,664

)

-

Balance at 31st December 2024

104

5,779,846

436,711

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1st April 2023

-

-

3,873,221

Changes in equity

Total comprehensive income

-

-

1,300,678

Dividends

-

-

(240,000

)

Balance at 31st December 2023

-

-

4,933,899

Changes in equity

Total comprehensive income

105,571

439,198

1,614,620

Dividends

-

-

(212,140

)

Increase in share capital

-

-

4

Increase in share premium

-

-

436,711

Foreign exchange translation

-

-

(11,664

)

Balance at 31st December 2024

105,571

439,198

6,761,430

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st April 2023

100

3,900,330

-

Changes in equity

Dividends

-

(240,000

)

-

Total comprehensive income

-

1,617,413

-

Balance at 31st December 2023

100

5,277,743

-

Changes in equity

Issue of share capital

4

-

436,711

Dividends

-

(212,140

)

-

Total comprehensive income

-

743,624

-

Balance at 31st December 2024

104

5,809,227

436,711

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1st April 2023

-

-

3,900,430

Changes in equity

Dividends

-

-

(240,000

)

Total comprehensive income

-

-

1,617,413

Balance at 31st December 2023

-

-

5,277,843

Changes in equity

Issue of share capital

-

-

436,715

Dividends

-

-

(212,140

)

Total comprehensive income

105,571

439,198

1,288,393

Balance at 31st December 2024

105,571

439,198

6,790,811

Cash flows from operating activities

Cash generated from operations

1

740,466

2,433,653

Interest paid

(28,689

)

(236

)

Interest element of hire purchase payments paid

(10,659

)

(12,566

)

Finance costs paid

-

(71,069

)

Tax paid

(792,669

)

(264,856

)

Net cash from operating activities

(91,551

)

2,084,926

Cash flows from investing activities

Purchase of intangible fixed assets

(12,050

)

(214,193

)

Purchase of tangible fixed assets

(1,862,667

)

(272,712

)

Interest received

-

14,442

Net cash from investing activities

(1,874,717

)

(472,463

)

Cash flows from financing activities

Capital repayments in year

(62,588

)

(65,584

)

Amount introduced by directors

1,921,964

-

Amount withdrawn by directors

(520

)

520

Share issue

4

-

Share options

551,813

-

Proceeds from issue of share capital

436,711

-

Present value adjustment on loan

105,570

-

Equity dividends paid

(212,140

)

(240,000

)

Net cash from financing activities

2,740,814

(305,064

)

Increase in cash and cash equivalents

774,546

1,307,399

Cash and cash equivalents at beginning of year

2

(12,492

)

(1,319,891

)

Cash and cash equivalents at end of year

2

762,054

(12,492

)