ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 05946527

HELIOS INGREDIENTS LIMITED

AUDITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

HELIOS INGREDIENTS LIMITED

COMPANY INFORMATION

Directors	Shabbir Abidali
	Ammar Abidali
	Taher Abidali


Company secretary	Zoeb Raniwala


Registered number	05946527


Registered office	Serendib House
	67A Boston Manor Road
	Brentford
	Middlesex
	TW8 9JQ


Independent auditors	SBM Associates Limited, trading as SBM & Co
	Freedman House
	Christopher Wren Yard
	117 High Street
	Croydon
	CR0 1QG


Bankers	HSBC Bank plc
	69 Pall Mall
	London
	SW1Y 5EY

HELIOS INGREDIENTS LIMITED

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Statement of comprehensive income	9
Balance sheet	10
Statement of changes in equity	11
Statement of cash flows	12
Analysis of net debt	13
Notes to the financial statements	14 - 26

HELIOS INGREDIENTS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report and financial statements for the year ended 31 December 2024.

Business review

The Company specialises in sourcing and supply high-quality, ethically sourced food ingredients. Our core product portfolio includes coconut derivatives, tree nuts, and dried vine fruits, serving the food and beverage industry across the UK, Europe, and global markets.

In 2024, we continued to respond to growing demand for nutritious, plant-based ingredients by expanding our product offering and deepening relationships with both customers and suppliers. The year was marked by significant growth in turnover and operational scale, underpinned by our commitment to delivering technically assured, sustainably sourced food ingredients.
To support our growth and strengthen our brand positioning, the company launched a brand refresh towards the end of 2024. This initiative is designed to reinvigorate the business around a renewed identity—one that more accurately reflects our values, international reach, and long-standing dedication to responsible sourcing and customer service excellence.

Principal risks and uncertainties

∙Supply Risk and Commodity Price Fluctuations:

°We mitigate these uncertainties by diversifying our supply base, balancing sales and purchases, and maintaining strong stakeholder relationships.

°We continue to build our team across departments to support scalable growth without compromising service levels.

°Our Purchasing and Quality Assurance Teams conduct regular visits and audits of our supply base to share our values, deepen partnerships and ensure compliance with our standards.

°Our Sri Lankan office remains a strategic asset, ensuring proximity and oversight of coconut supply chains.

∙Adverse Movements In Foreign Exchange Rates:

°We manage foreign exchange risks through forward exchange rate contracts on each sales transaction.

∙Supply Chain Management:

°We maintain buffer stocks at destination to enhance responsiveness and protect continuity of supply, particularly during supply shocks or logistical delays.

Key performance indicators

The Company closely monitors the following key performance indicators (KPIs) to manage its business:


	2024	2023
	$	$


Turnover	33,599,545	24,400,762
Gross profit margin	4,555,983	3,196,030
Operating profit	1,064,061	109,963
Shareholders' funds	6,222,829	5,425,225

Page 1

HELIOS INGREDIENTS LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Development and performance

The directors view the results for 2024 as encouraging. In addition to the strong financial performance, the business invested in team capability and system improvements.
Our finance, supply chain, technical, and commercial teams all grew in capability, positioning the company for sustained growth in 2025 and beyond.

Future Developments

Looking ahead, the Company remains focused on:

∙Leveraging digital tools and automation to enhance efficiency and resilience

∙Deepening customer partnerships

∙Strengthening supplier relationships through shared values and long-term collaboration

The directors are confident that this forward-looking approach, anchored in sound financial discipline and responsible sourcing, will support the Company's long-term success.

This report was approved by the board and signed on its behalf.

Ammar Abidali

Director

Date: 22 September 2025

Page 2

HELIOS INGREDIENTS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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 to 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.

Results and dividends

The profit for the year, after taxation, amounted to $797,604 (2023 - $92,673).

No dividends were declared or paid during the year (2023 - $Nil).

Directors

The directors who served during the year were:

Shabbir Abidali

Ammar Abidali

Taher Abidali

Future developments

The Company is invested in using technology and our global presence to continue to provide customers with excellent service whilst managing our cost base, and hence competitiveness.

Page 3

HELIOS INGREDIENTS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, SBM Associates Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Ammar Abidali

Director

Date: 22 September 2025

Page 4

HELIOS INGREDIENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIOS INGREDIENTS LIMITED

Opinion

We have audited the financial statements of Helios Ingredients Limited (the 'Company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, 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 31 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 United Kingdom, including the Financial Reporting Council'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.

Page 5

HELIOS INGREDIENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIOS INGREDIENTS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the strategic report and the directors' report 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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement set out on page 3, 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 is 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.

Page 6

HELIOS INGREDIENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIOS INGREDIENTS LIMITED (CONTINUED)

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 an auditors' report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach was as follows:

∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to include the Companies Act 2006, and relevant tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

∙We communicated 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.

∙We examined the company’s regulatory and legal correspondence and discussed with management any known or suspected instances of fraud or non-compliance with laws and regulations.

∙We assessed the risks of material misstatement in respect of fraud as follows:

°We considered the use of remuneration incentive schemes and performance targets for management and did not identify any additional fraud risks.

°The audit team discussed whether there were any areas that were susceptible to misstatement as part of their fraud discussion.

°In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.

°We incorporated an element of unpredictability in the selection of the nature, timing and extent of our audit procedures.

∙Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud, including:

°Designing audit procedures to address, for example:

−The possibility of fraudulent or corrupt payments made through third parties.

−The risk of bribery and corruption.

−The opportunity to segregate duties within the entity.

∙Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above.

Page 7

HELIOS INGREDIENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIOS INGREDIENTS LIMITED (CONTINUED)

°Using our general commercial and sector experience and through discussions with management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management’s own assessment of the risks that irregularities may occur either because of fraud or error.

°The engagement partner considers the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

∙As the company’s reporting currency is in US dollars while having significant transactions in Sterling and Euros, it uses forward exchange contracts with its bankers to mitigate the risk of adverse currency fluctuations. These contracts are themselves inherently complex and the company relies on the information produced by its bankers to recognise the year end position. We identified these transactions as being of higher risk and have therefore performed additional tests on these transactions, including agreeing the information to source information from the company’s bankers.

∙We considered the extent to which the audit was considered capable of detecting irregularities.

∙There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

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 auditors' report.

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 an auditors' report 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.

Stephen B McAlpine (senior statutory auditor)

for and on behalf of

SBM Associates Limited, trading as SBM & Co

Freedman House

Christopher Wren Yard

117 High Street

Croydon

CR0 1QG

22 September 2025

Page 8

HELIOS INGREDIENTS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	$	$


Turnover	4	33,599,545	24,400,762
Cost of sales		(29,043,562)	(21,204,732)
Gross profit		4,555,983	3,196,030
Administrative expenses		(3,491,922)	(3,086,067)
Operating profit	5	1,064,061	109,963
Tax on profit	9	(266,457)	(17,290)
Profit for the financial year		797,604	92,673

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:$NIL).

The notes on pages 14 to 26 form part of these financial statements.

Page 9

HELIOS INGREDIENTS LIMITED

REGISTERED NUMBER: 05946527

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		$		$


Current assets
Stocks	11	5,096,382		3,867,860
Debtors: amounts falling due within one year	12	6,745,984		5,430,260
Cash at bank and in hand	13	1,078,959		1,630,232
		12,921,325		10,928,352
Creditors: amounts falling due within one year	14	(4,789,003)		(4,770,957)
Net current assets			8,132,322		6,157,395
Total assets less current liabilities			8,132,322		6,157,395
Creditors: amounts falling due after more than one year	15		(1,833,962)		(732,170)
Provisions for liabilities
Deferred tax	17	(75,531)		-
			(75,531)		-
Net assets			6,222,829		5,425,225

Capital and reserves
Called up share capital	18	2,500,002	2,500,002
Profit and loss account	19	3,722,827	2,925,223
		6,222,829	5,425,225

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Ammar Abidali

Director

Date: 22 September 2025

The notes on pages 14 to 26 form part of these financial statements.

Page 10

HELIOS INGREDIENTS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	$	$	$
At 1 January 2023	2,500,002	2,832,550	5,332,552

Profit for the year	-	92,673	92,673

At 1 January 2024	2,500,002	2,925,223	5,425,225

Profit for the year	-	797,604	797,604
At 31 December 2024	2,500,002	3,722,827	6,222,829

The notes on pages 14 to 26 form part of these financial statements.

Page 11

HELIOS INGREDIENTS LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			$	$

Cash flows from operating activities
Profit for the financial year	797,604	92,673
Adjustments for:
Depreciation of tangible assets	-	13,330
Taxation charge	266,457	17,290
(Increase) in stocks	(1,228,522)	(225,115)
(Increase) in debtors	(720,665)	(530,991)
(Increase)/decrease in amounts owed by groups	(687,139)	870,134
Decrease/(increase) in amounts owed by connected parties	11,996	(11,996)
Increase in creditors	1,058,735	1,107,683
Corporation tax (paid)	(49,739)	(197,430)
Net cash generated from operating activities	(551,273)	1,135,578

Cash flows from investing activities
Sale of fixed asset investments	-	120
Net cash from investing activities	-	120

Net (decrease)/increase in cash and cash equivalents	(551,273)	1,135,698
Cash and cash equivalents at beginning of year	1,630,232	494,534
Cash and cash equivalents at the end of year	1,078,959	1,630,232

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,078,959	1,630,232
	1,078,959	1,630,232

The notes on pages 14 to 26 form part of these financial statements.

Page 12

HELIOS INGREDIENTS LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
$	$	$

Cash at bank and in hand	1,630,232	(551,273)	1,078,959
Debt due within 1 year	(2,451)	63	(2,388)
	1,627,781	(551,210)	1,076,571

The notes on pages 14 to 26 form part of these financial statements.

Page 13

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Helios Ingredients Limited ("the Company") is a limited company domiciled and incorporated in England and Wales. The registered office is Serendib House, 67A Boston Manor Road, Brentford, Middlesex, TW8 9JQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland ("FRS 102") and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Revenue

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.

2.3

Tangible fixed assets

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.

Page 14

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Tangible fixed assets (continued)

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:

L/Term Leasehold Property	-	20% straight line
Plant & machinery	-	25% straight line
Fixtures & fittings	-	25% straight line

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.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.6

Stocks

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 out basis. 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.

2.7

Debtors

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.

Page 15

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Cash and cash equivalents

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.

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

2.9

Financial instruments

The Company enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from third parties, and loans to related parties.
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 profit and loss account.
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, 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.
Derivatives including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
In respect of forward foreign exchange contracts, the movement in fair value at the balance sheet date is recognised within the statement of comprehensive income.

2.10

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 16

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is US dollars, rounded to the nearest dollar.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the hedged exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.13

Pensions

Defined contribution pension plan

The Company operates a defined contribution 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.

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 17

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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

∙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.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical judgements in applying the Company’s accounting policies:
(a) Undertaking forward exchange contracts to mitigate exchange rate gains or losses
The company enters into forward exchange rate contracts in order to mitigate any financial risk arising from movements in exchange rates.

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HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Turnover
		2024	2023
		$	$

Sales	33,578,446	24,389,190
Commissions receivable	21,099	11,572
	33,599,545	24,400,762

The turnover is attributable to the sale of goods and commission receivable.
It is the opinion of the directors, that in disclosing the geographical split of turnover, this information would be seriously prejudicial to the company's business.

Depreciation	-	13,330
Exchange differences	(848,468)	507,750
Other operating lease rentals	63,676	61,952

Fees payable to the Company's auditors for the audit of the Company's financial statements

22,408

28,373

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HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Wages and salaries	810,244	784,510
Social security costs	79,403	76,196
Cost of defined contribution scheme	15,696	14,831
	905,343	875,537

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Sales & Marketing	6	6
Administration	10	13

	16	19

8.	Directors' remuneration
		2024	2023
		$	$

Directors' emoluments	137,046	105,998
	137,046	105,998

Page 20

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	110,842	49,739
	110,842	49,739

Total current tax	110,842	49,739

Deferred tax
Deferred tax for the year	155,615	(32,449)
Total deferred tax	155,615	(32,449)


	Taxation on profit on ordinary activities	266,457	17,290

Profit on ordinary activities before tax

1,064,061

109,963

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	266,015	25,863
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	467	510
Capital allowances for year in excess of depreciation	(141)	2,977
Unrealised foreign exchange difference	(155,499)	24,667
Other timing differences leading to an increase (decrease) in taxation	155,615	(32,449)
Group relief	-	(3,216)
Marginal relief	-	(1,062)
Total tax charge for the year	266,457	17,290

Page 21

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

10.	Tangible fixed assets

	L/Term Leasehold Property	Plant & machinery	Fixtures & fittings	Total
	$	$	$	$
Cost
At 1 January 2024	93,519	23,489	29,831	146,839
At 31 December 2024	93,519	23,489	29,831	146,839
Depreciation
At 1 January 2024	93,519	23,489	29,831	146,839
At 31 December 2024	93,519	23,489	29,831	146,839
Net book value
At 31 December 2024	-	-	-	-
At 31 December 2023	-	-	-	-

11.	Stocks
		2024	2023
		$	$

Finished goods and goods for resale	5,096,382	3,867,860
	5,096,382	3,867,860

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HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.

Debtors

					2024	2023
					$	$


Trade debtors	5,234,265	4,438,884
Amounts owed by group undertakings	906,663	219,524
Amounts owed by connected companies	-	11,996
Other debtors	544,580	367,757
Prepayments and accrued income	60,476	312,015
Deferred tax asset	-	80,084
	6,745,984	5,430,260

13.	Cash and cash equivalents
		2024	2023
		$	$

Cash at bank and in hand	1,078,959	1,630,232
	1,078,959	1,630,232

14.	Creditors: Amounts falling due within one year
		2024	2023
		$	$

Trade creditors	3,922,686	3,281,332
Corporation tax	110,842	49,739
Other taxation and social security	35,380	35,710
Other creditors	42,839	348,525
Accruals and deferred income	677,256	1,055,651
	4,789,003	4,770,957

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HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Creditors: Amounts falling due after more than one year
		2024	2023
		$	$

Other creditors	1,833,962	732,170
	1,833,962	732,170

Other creditors pertain to two loans, one maturing on 31 December 2026 and the other on 31 December 2027.

16.	Financial instruments
		2024	2023
		$	$

	Financial assets
	Financial assets measured at fair value through profit or loss	1,078,959	1,630,232

Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.

17.	Deferred taxation

		2024
		$

	At beginning of year	80,084
	Charged to profit or loss	(155,615)
	At end of year	(75,531)

The deferred taxation balance is made up as follows:
	2024	2023
	$	$

Accelerated capital allowances	647	764
Unrealised forex (gain)/losses	(76,178)	79,320
	(75,531)	80,084

Page 24

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Share capital
		2024	2023
		$	$

Allotted, called up and fully paid

1,250,001 (2023 - 1,250,001) Ordinary shares of $2.00 each	2,500,002	2,500,002

19.

Reserves

Profit & loss account

Profit and loss account includes all current and prior period retained profits and losses.

20.	Pension commitments

The Company operates a defined contributions 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 and amounted to $15,696 (2023 - $14,831). Contributions totalling $2,388 (2023 - $2,451) were payable to the fund at the balance sheet date and are included in creditors.

21.	Commitments under operating leases

The Company had no commitments under non-cancellable operating leases at the balance sheet date.

22.Other financial commitments

The Company enters into forward exchange contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies. At the year end the company had 59 contracts with a value totalling $11,657,219 (2023: 96 contracts with a total value of $17,226,058). These contracts can be exercised between 1 January 2025 and 31 December 2025.

Page 25

HELIOS INGREDIENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Related party transactions
	During the year the company transacted with companies controlled by one or more directors as follows:

					2024	2023
					$	$


Purchased goods and services	233,559	242,420
Balance at the year end, in trade creditors	-	-

During the year the company transacted with other related parties as follows:
	2024	2023
	$	$


Purchases of goods and services	65,616	81,435
Balance at the year end due from related parties	(1,762)	(11,738)


					2024	2023
					$	$


	Loans from directors at the year end	1,001,792	400,000

During the year the company transacted within its current group as follows:
	2024	2023
	$	$


Purchases of goods and services	139,224	132,748
Goods sold	89,484	172,845
Balance at the year end due from related parties	906,663	219,404

24.	Ultimate parent undertaking and controlling party

At the year end, the parent company was Abcor Limited a private limited company registered in the United Kingdom. The registered office is 67A Boston Manor Road, Brentford, Middlesex, TW8 9JQ, United Kingdom.

The company is exempt from producing consoldiated accounts as it is a subsidiary of Abcor Limited. Abcor Limited's accounts are available from its registered office as detailed above.

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