REGISTERED NUMBER: 05406522

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BRITANNIA HOLDINGS (UK) LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

C K Manser

M J Manser

S K Manser

SECRETARY:

Mrs G Manser

REGISTERED OFFICE:

30-34 North Street

Hailsham

East Sussex

BN27 1DW

REGISTERED NUMBER:

05406522

AUDITORS:

Watson Associates (Audit Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

BANKERS:

Barclays Bank Plc

2 Churchill Place

Canary Wharf

London

E14 5RB

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

REVIEW OF BUSINESS

The Group has performed well during the year and the Director is pleased with the consistent performance. The Group has been committed to sustaining turnover in what continues to be a changeable and challenging market. This commitment has seen a rise in turnover of 14.58% but a slight decrease in gross margin of 3.36%.

The Director is satisfied with the Group's position at the year end and believes that given its strong financial position, it will be able to expand its operations and continue to thrive. The Group continues to invest significantly in plant and machinery a strategy it believes will ensure the Group remains competitive, adaptable and profitable in the future.

The Group continues to invest in the development of new products to meet the demand of the changing preferences of the end consumer.

The Group's EBITDA was £4,203,662.

Business Review

The company has continued with investments over the past year, including various items of plant and machinery.

There has also been additional expenditure on the new factories and units invested in recent years at the main site in Polegate.

The company has invested in it's infrastructure by the recruitment and development of staff to ensure they can meet the increased demand from customers.

The company is making good use of the 500,00 KWH solar panel system as well as the LED lighting system to ensure operations are efficient and the company has strong green energy credentials.This is particularly important given the soaring energy prices and inflation generally in the economy.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group supplies its products to other large manufacturing companies and also direct to large retail customers. In this respect the Group is exposed to trends and movements in consumer spending habits. Despite some positive indicators seen in the retail market; the resilience of the wider economic recovery and the direct affect this has on consumer spending is regarded by the Group as a principal risk.

A further risk to the Group is the global price of source raw materials and the impact this has on the price it pays for the ingredients used in its products. The emergence of the Russia-Ukraine conflict has had a significant impact on fuel costs and the prices of other products used by the company.

While an uncertain economic and political climate might delay some of the Groups planned capital expenditure projects, it is unlikely to impact the demand of their existing products materially.

SECTION 172(1) STATEMENT

Section 172 of the Companies Act 2006 requires a director of a Company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In this respect the Directors have had regard, amongst other matters, to the:

- Likely consequences of any decisions in the long-term;

- Interests of the Company's employees;

- Need to foster the Company's business relationships with suppliers, customers and others;

- Impact of the Company's operations on the community and environment;

- Desirability of the Company maintaining a reputation for high standards of business conduct;

and

- Need to act fairly as between members of the Company.

The Directors seek to ensure that their decision making process not only takes into account the Company's purpose, vision and values, together with its strategic priorities, but also reflects, as far as practical and possible, the interests of all stakeholders.

FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

The Groups principle financial instruments comprise trade debtors, bank loans and balances and trade creditors. The main purpose of these instruments is to finance the Groups operations as they arise.

Trade debtors are managed in respect of credit and cash flow risk by monitoring the age and history of outstanding invoices and payments on a continuous basis. Deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.

The Group maintains relationships with its chosen bank and regularly reviews its funding arrangements for growth and equipment acquisitions. The Groups centralised finance function oversees all key strategic financial matters and is responsible for the management of liquidity, bank loans and foreign exchange risks.

Liquidity risk is managed by maintaining an appropriate balance to cover salaries, HM Revenue and Customs, loan capital repayments and trade creditor liabilities.

KEY PERFORMANCE INDICATORS

2024

2023

2022

£

£

£

Turnover

66,030,422

57,626,100

50,646,422

Gross Profit

7,660,770

7,719,815

4,944,985

Operating Profit

3,661,643

3,308,370

1,550,261

EBITDA

4,203,662

3,647,405

1,848,321

FURTHER BUSINESS REVIEW AND RISKS

The liquidity of the Group remains healthy due to the significant cash balance which is readily accessible. The Group has a good order pipeline and continues to be in a strong position to maintain market share, contracts with key customers and market share.

STREAMLINED ENERGY AND CARBON REPORTING

2024

2023

UK energy use kWh

kWh's

kWh's

Electricity purchased - total kWh taken from electricity bills

8,116,892

7,854,895

Gas purchased - a total estimated 171,671 litres

830,925

1,764,600

Transport Fuel - a total estimated 198,358 litres

1,831,647

2,102,595

10,779,464

11,722,090

Associated Greenhouse gas emissions tC02e

tCO2e

tCO2e

Emissions from purchased electricity

1,829

1,767

Emissions from combustion of oil

204

440

Emissions from combustion of transport fuel

462

498

2,495

2,705

Intensity ratio

Sales revenue £1m

66.0

57.6

Tonnes CO2e Equivalent

2,495

2,705

Tonnes of CO2e per total £1m sales revenue

37.8

46.9

Approved conversion factors have been applied to calculate CO2 emissions from kWh usage.

ON BEHALF OF THE BOARD:

C K Manser - Director

30 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a manufacturing confectionery.

DIVIDENDS

The total distribution for the year ended 31 December 2024 will be £181,200.

DIRECTORS

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

C K Manser

M J Manser

S K Manser

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

AUDITORS

The auditors, Watson Associates (Audit Services) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C K Manser - Director

30 September 2025

Opinion

We have audited the financial statements of Britannia Holdings (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 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 the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's 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 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 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 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.

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 by the parent company, or 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 five, 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:

Audit procedures performed by the engagement team to detect irregularities, including fraud from instances of

non-compliance with laws and regulations included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with

laws and regulations and fraud;

- Reading key correspondence from regulatory bodies;

- Challenging assumptions and judgements made by management in it's significant accounting estimates that

involved making assumptions and considering future events that are inherently uncertain, the most significant area being in recognition of costs and revenues for ongoing projects.

- Consideration of recent correspondence with the companies legal advisors to ensure that it aligned with the

conclusions drawn on obligations recognised in respect of uncertain legal matters;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations

or those posted by unexpected users; and

- Testing transactions entered into that are outside of the normal course of the Company's business

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the

financial statements from our general commercial and sector experience, through discussion with the directors

and other management (as required by auditing standards), and from inspection of the group's regulatory and

legal correspondence.. We communicated identified laws and regulations throughout our team and remained

alert to any indications of non-compliance 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.

Stephen James Moore (Senior Statutory Auditor)

for and on behalf of Watson Associates (Audit Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

30 September 2025

TURNOVER

4

66,030,422

57,626,100

Cost of sales

(58,369,652

)

(49,906,285

)

GROSS PROFIT

7,660,770

7,719,815

Distribution costs

(1,302,819

)

(1,505,313

)

Administrative expenses

(2,737,064

)

(2,937,743

)

3,620,887

3,276,759

Other operating income

40,756

31,611

OPERATING PROFIT

7

3,661,643

3,308,370

Interest receivable and similar income

126,494

20,976

3,788,137

3,329,346

Interest payable and similar expenses

8

(1,096

)

-

PROFIT BEFORE TAXATION

3,787,041

3,329,346

Tax on profit

9

(877,985

)

(445,831

)

PROFIT FOR THE FINANCIAL YEAR

2,909,056

2,883,515

Profit attributable to:

Owners of the parent

2,909,056

2,883,515

PROFIT FOR THE YEAR

2,909,056

2,883,515

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,909,056

2,883,515

Total comprehensive income attributable to:

Owners of the parent

2,909,056

2,883,515

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

20,225,437

19,667,660

Investments

14

-

-

20,225,437

19,667,660

CURRENT ASSETS

Stocks

15

2,775,098

2,685,106

Debtors

16

5,809,259

3,346,984

Cash at bank and in hand

8,200,732

3,668,296

16,785,089

9,700,386

CREDITORS

Amounts falling due within one year

17

(12,151,418

)

(7,236,796

)

NET CURRENT ASSETS

4,633,671

2,463,590

TOTAL ASSETS LESS CURRENT LIABILITIES

24,859,108

22,131,250

CAPITAL AND RESERVES

Called up share capital

18

100,002

100,000

Revaluation reserve

19

9,636,073

9,636,073

Pre acquisition reserves

19

1,286,042

1,286,042

Retained earnings

19

13,836,991

11,109,135

SHAREHOLDERS' FUNDS

24,859,108

22,131,250

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

C K Manser - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

797,500

797,500

Investments

14

1,662,077

1,662,077

2,459,577

2,459,577

CURRENT ASSETS

Debtors

16

13,029

13,029

Cash at bank

3,326,763

2,252,953

3,339,792

2,265,982

CREDITORS

Amounts falling due within one year

17

(4,620,472

)

(3,628,094

)

NET CURRENT LIABILITIES

(1,280,680

)

(1,362,112

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,178,897

1,097,465

CAPITAL AND RESERVES

Called up share capital

18

100,000

100,000

Retained earnings

19

1,078,897

997,465

SHAREHOLDERS' FUNDS

1,178,897

1,097,465

Company's profit for the financial year

262,632

237,558

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

C K Manser - Director

Called up

Pre

share

Retained

Revaluation

acquisition

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

100,000

8,406,820

9,636,073

1,286,042

19,428,935

Changes in equity

Dividends

-

(181,200

)

-

-

(181,200

)

Total comprehensive income

-

2,883,515

-

-

2,883,515

Balance at 31 December 2023

100,000

11,109,135

9,636,073

1,286,042

22,131,250

Changes in equity

Issue of share capital

2

-

-

-

2

Dividends

-

(181,200

)

-

-

(181,200

)

Total comprehensive income

-

2,909,056

-

-

2,909,056

Balance at 31 December 2024

100,002

13,836,991

9,636,073

1,286,042

24,859,108

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100,000

941,107

1,041,107

Changes in equity

Dividends

-

(181,200

)

(181,200

)

Total comprehensive income

-

237,558

237,558

Balance at 31 December 2023

100,000

997,465

1,097,465

Changes in equity

Dividends

-

(181,200

)

(181,200

)

Total comprehensive income

-

262,632

262,632

Balance at 31 December 2024

100,000

1,078,897

1,178,897

Cash flows from operating activities

Cash generated from operations

1

6,250,076

3,635,138

Interest paid

(1,096

)

-

Tax paid

(510,861

)

-

Net cash from operating activities

5,738,119

3,635,138

Cash flows from investing activities

Purchase of tangible fixed assets

(1,206,249

)

(975,948

)

Sale of tangible fixed assets

55,270

16,717

Interest received

126,494

20,976

Net cash from investing activities

(1,024,485

)

(938,255

)

Cash flows from financing activities

Share issue

2

-

Equity dividends paid

(181,200

)

(181,200

)

Net cash from financing activities

(181,198

)

(181,200

)

Increase in cash and cash equivalents

4,532,436

2,515,683

Cash and cash equivalents at beginning of year

2

3,668,296

1,152,613

Cash and cash equivalents at end of year

2

8,200,732

3,668,296

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

3,787,041

3,329,346

Depreciation charges

618,060

318,060

Profit on disposal of fixed assets

(24,858

)

(2,142

)

Finance costs

1,096

-

Finance income

(126,494

)

(20,976

)

4,254,845

3,624,288

(Increase)/decrease in stocks

(89,992

)

650,000

Increase in trade and other debtors

(2,462,275

)

(93,597

)

Increase/(decrease) in trade and other creditors

4,547,498

(545,553

)

Cash generated from operations

6,250,076

3,635,138

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

8,200,732

3,668,296

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

3,668,296

1,152,613

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

3,668,296

4,532,436

8,200,732

3,668,296

4,532,436

8,200,732

Total

3,668,296

4,532,436

8,200,732

1.	STATUTORY INFORMATION

Britannia Holdings (UK) Limited is a private company, limited by shares , registered in Not specified/Other. The company's registered number and registered office address can be found on the General 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 as modified by the revaluation of certain assets.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2001, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Freehold property

-

not provided

Plant and machinery

-

20% on cost, 10% on cost and 5% on cost

Motor vehicles

-

25% on reducing balance

Non-depreciation of freehold property is not in accordance with FRS 102 Section 17. However, as current market value is in excess of cost no provision is considered necessary.

Stocks

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

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, and loans to related parties.

Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

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 profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.