REGISTERED NUMBER: 03928777 (England and Wales)

Ulrick & Short Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

A Short

N P Sanderson

REGISTERED OFFICE:

Walton Wood Farm

Thorpe Audlin

Pontefract

West Yorkshire

WF8 3HQ

REGISTERED NUMBER:

03928777 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

The directors present their strategic report for the year ended 31st December 2024.

REVIEW OF BUSINESS

The business continued to trade strongly and showed its resilience in 2024, even whilst facing some turbulent external challenges, organic revenue continued to grow year on year, whilst continuing to provide customers with a creative, innovative, and safe approach to ingredient solutions.

Ongoing investment into people, IT and Marketing continues to support the aim of driving future, sustainable growth.

Financial Key Performance Indicators

The key performance indicators for the company are Revenue and EBITDA.

Revenue for the business grew to £13.6m, an increase of 11% on the prior year, driven through stable like for like product volumes. EBITDA for the business increased to £2.7m (2023: £2.5m), driven by a focus on sustainable margin achievement, alongside a continued effort to manage operating costs.

Sustainability

Sustainability is one of our key principles and we were proud to continue on our sustainability journey with the United Nations Global Compact, which we joined in 2022. The business is committed to building a sustainable future for all our stakeholders, and has long term initiatives and commitments in place to achieve this.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board actively monitors and manages risks and uncertainties that the Company faces and implements proportional controlling and mitigating measures. The principle risks the board has identified include.

Volatility in the supply and demand environment relating to global market conditions and other socio-political factors. These risks are mitigated through structured procurement programmes and an ability to remain flexible to market pricing conditions.

Competition - The business manages competitive threats through product development and innovation, strong brand development the adherence to high product quality and customer service standards. The business committed further costs within 2024 to support our development of the next generation of ingredients and applications.

Currency Risk - This is managed through a variety of intra-group hedging and matching methods.

Regulatory risks are actively monitored, and derive from changing food safety and other social & political factors - e.g. HFSS

Credit & Liquidity Risk - The businesses credit risk is primarily attributable to trade debtors and structured variable rate loans from the parent company. The business actively monitors credit risk relating to macro market conditions and ensures a high level of liquidity to allow us to absorb market led fluctuations.

ON BEHALF OF THE BOARD:

A Short - Director

30th April 2025

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

PRINCIPAL ACTIVITY

The provision of innovative ingredient solutions to market sectors predominantly in the UK and Western Europe.

DIVIDENDS

An interim dividend of £344.31 per share on the Ordinary £1 shares was paid on 14th March 2024. The directors recommend that no final dividend be paid on these shares.

No interim dividend was paid on the B1 Ordinary £1 shares. The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31st December 2024 will be £ 3,450,000 .

DIRECTORS

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

A Short

N P Sanderson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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.

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 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.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming in accordance with Section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

A Short - Director

30th April 2025

Opinion

We have audited the financial statements of Ulrick & Short Limited (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 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 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 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.

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.

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.

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 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.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

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.

William Cowell ACA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

30th April 2025

TURNOVER

3

13,566,686

12,273,074

Cost of sales

7,259,225

6,722,080

GROSS PROFIT

6,307,461

5,550,994

Administrative expenses

4,448,044

4,066,899

1,859,417

1,484,095

Other operating income

738,032

893,844

OPERATING PROFIT

6

2,597,449

2,377,939

Interest receivable and similar income

10,025

9,054

2,607,474

2,386,993

Interest payable and similar expenses

7

33,066

-

PROFIT BEFORE TAXATION

2,574,408

2,386,993

Tax on profit

8

747,105

571,129

PROFIT FOR THE FINANCIAL YEAR

1,827,303

1,815,864

PROFIT FOR THE YEAR

1,827,303

1,815,864

OTHER COMPREHENSIVE INCOME

Purchase of own shares

(11,000

)

-

Purchase of own shares

56

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(10,944

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,816,359

1,815,864

FIXED ASSETS

Intangible assets

10

321,122

376,447

Tangible assets

11

180,972

164,190

Investments

12

89

89

502,183

540,726

CURRENT ASSETS

Stocks

13

1,575,668

1,611,571

Debtors

14

3,960,814

5,398,306

Cash at bank and in hand

2,221,645

1,403,003

7,758,127

8,412,880

CREDITORS

Amounts falling due within one year

15

2,389,904

1,473,056

NET CURRENT ASSETS

5,368,223

6,939,824

TOTAL ASSETS LESS CURRENT LIABILITIES

5,870,406

7,480,550

PROVISIONS FOR LIABILITIES

17

26,858

24,305

NET ASSETS

5,843,548

7,456,245

CAPITAL AND RESERVES

Called up share capital

18

10,060

10,020

Share premium

19

44,884

23,980

Capital redemption reserve

19

56

-

Retained earnings

19

5,788,548

7,422,245

SHAREHOLDERS' FUNDS

5,843,548

7,456,245

The financial statements were approved by the Board of Directors and authorised for issue on 30th April 2025 and were signed on its behalf by:

A Short - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1st January 2023

10,020

5,606,381

23,980

-

5,640,381

Changes in equity

Total comprehensive income

-

1,815,864

-

-

1,815,864

Balance at 31st December 2023

10,020

7,422,245

23,980

-

7,456,245

Changes in equity

Issue of share capital

40

-

20,904

-

20,944

Dividends

-

(3,450,000

)

-

-

(3,450,000

)

Total comprehensive income

-

1,816,303

-

56

1,816,359

Balance at 31st December 2024

10,060

5,788,548

44,884

56

5,843,548

1.	STATUTORY INFORMATION

Ulrick & Short 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.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

Preparation of consolidated financial statements

The financial statements contain information about Ulrick & Short Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of clean food is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

Interest receivable

Interest income is recognised using the effective interest method.

Intangible assets

Intangible assets represent the fair value of the trade marks and computer software acquired by the company. The value is amortised through the income statement account over its estimated useful economic life, not exceeding 10 years. The directors regard 10 years as reasonable estimate of useful economic life of trademarks.

Trade marks and computer software are tested for impairment at least annually. Any impairment is recognised immediately in the profit and loss account.

Tangible fixed assets

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

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Leasehold improvements

- over term of the lease

Plant and machinery

- 15% on cost

Computer

- 33% on cost

Motor Vehicle

- 20% on cost

Fixtures and Fittings

- 20% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Cost is calculated using a weighted average cost method. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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 transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Provisions

Provisions are recognised when the company has an obligation at the balance sheet date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated.

Debtors and creditors receivable/payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

13,417,589

11,983,155

Europe

137,247

283,095

Rest of the world

11,850

6,824

13,566,686

12,273,074

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,470,175

2,120,354

Social security costs

284,782

269,247

Other pension costs

127,364

66,833

2,882,321

2,456,434

The average number of employees during the year was as follows:

2024

2023

Administration

39

40

5.	DIRECTORS' EMOLUMENTS

2024

2023

£

£

Directors' remuneration

310,626

315,204

Directors' pension contributions to money purchase schemes

21,650

22,447

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

255,626

265,204

Pension contributions to money purchase schemes

20,000

20,947

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

62,817

59,171

Loss on disposal of fixed assets

79

-

Trade marks amortisation

226

211

Computer software amortisation

75,808

33,426

Auditors' remuneration

19,800

18,450

Foreign exchange differences

(8,143

)

65,007

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank Interest payable

894

-

other interest

32,172

-

33,066

-

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

201,738

197,511

Over/under provision in prior

year

97,772

-

Group relief

445,042

385,105

Total current tax

744,552

582,616

Deferred tax

2,553

(11,487

)

Tax on profit

747,105

571,129

UK corporation tax has been charged at 25% (2023 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

2,574,408

2,386,993

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

643,602

596,748

Effects of:

Expenses not deductible for tax purposes

7,561

7,757

Income not taxable for tax purposes

-

(3,625

)

Capital allowances in excess of depreciation

(1,830

)

-

Depreciation in excess of capital allowances

-

6,896

Adjustments to tax charge in respect of previous periods

97,772

-

Change in rate

-

(36,647

)

Total tax charge

747,105

571,129

Tax effects relating to effects of other comprehensive income

2024

Gross

Tax

Net

£

£

£

Purchase of own shares

(11,000

)

-

(11,000

)

Purchase of own shares

56

-

56

(10,944

)

-

(10,944

)

9.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Interim

3,450,000

-

10.	INTANGIBLE FIXED ASSETS

Trade

Computer

marks

software

Totals

£

£

£

COST

At 1st January 2024

8,452

409,873

418,325

Additions

4,468

16,241

20,709

At 31st December 2024

12,920

426,114

439,034

AMORTISATION

At 1st January 2024

8,452

33,426

41,878

Amortisation for year

226

75,808

76,034

At 31st December 2024

8,678

109,234

117,912

NET BOOK VALUE

At 31st December 2024

4,242

316,880

321,122

At 31st December 2023

-

376,447

376,447

11.	TANGIBLE FIXED ASSETS

Fixtures

Leasehold

Plant and

and

improvement

machinery

fittings

£

£

£

COST

At 1st January 2024

202,121

94,488

60,644

Additions

-

65,394

6,169

Disposals

-

-

-

At 31st December 2024

202,121

159,882

66,813

DEPRECIATION

At 1st January 2024

114,533

87,355

40,208

Charge for year

19,496

8,463

4,340

Eliminated on disposal

-

-

-

At 31st December 2024

134,029

95,818

44,548

NET BOOK VALUE

At 31st December 2024

68,092

64,064

22,265

At 31st December 2023

87,588

7,133

20,436