REGISTERED NUMBER: 13182798 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Central Pharma Biotechnica Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

Mrs K Y Nichol

Mr A J Smit

Mr S W De Beer

REGISTERED OFFICE:

Central Pharma Caxton Road

Elm Farm Ind Estate

Bedford

MK41 0HT

REGISTERED NUMBER:

13182798 (England and Wales)

AUDITORS:

WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of manufacturing agricultural biostimulants, biofertilisers and bespoke formulations.

DIRECTORS

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

Mrs K Y Nichol

Mr A J Smit

Mr S W De Beer

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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

ON BEHALF OF THE BOARD:

Mr A J Smit - Director

30 September 2025

Opinion

We have audited the financial statements of Central Pharma Biotechnica Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, 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 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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.

Conclusions relating to going concern in forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made within the notes to the financial statements concerning the company's ability to continue as a going concern.

As at 31 December 2024 Central Pharma Biotechnica Limited has received on going financial support from the group.

At the time of signing the financial statements the directors consider that the company has sufficient facilities available to it for the foreseeable future, that is at least 12 months from the date of approval of these accounts.Whilst the business has been controlling costs they have struggled to achieve the anticipated revenue targets. Post year end the business has made investment into a new area and have obtained access to additional funds to support this growth.

These factors indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern.

The financial statements do not include the adjustments that would result if the company was not considered to continue as a going concern

Other information

The directors are responsible for the other information. The other information comprises the information in 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlines 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.

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

-The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the recruitment sector;

-we 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 and data protection, anti-bribery, employment, environmental and health and safety legislation;

-we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instance of non-compliance throughout the audit.

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 as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

-understanding the design of the company's remuneration policies.

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

-performed analytical procedures to identify 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.

Audit response to risks identified

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;

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

-reviewing correspondence with HMRC, relevant regulators and company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment of 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 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.

Philippa Duckworth BSc FCCA (Senior Statutory Auditor)

for and on behalf of WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

30 September 2025

TURNOVER

562,944

538,600

Cost of sales

(453,700

)

(326,771

)

GROSS PROFIT

109,244

211,829

Administrative expenses

(416,558

)

(483,135

)

OPERATING LOSS and

LOSS BEFORE TAXATION

(307,314

)

(271,306

)

Tax on loss

-

9,610

LOSS FOR THE FINANCIAL YEAR

(307,314

)

(261,696

)

FIXED ASSETS

Intangible assets

5

5

5

Tangible assets

6

18,581

23,313

18,586

23,318

CURRENT ASSETS

Stocks

138,606

260,554

Debtors

7

72,731

106,275

Cash at bank

48,796

104,825

260,133

471,654

CREDITORS

Amounts falling due within one year

8

(1,588,413

)

(1,497,352

)

NET CURRENT LIABILITIES

(1,328,280

)

(1,025,698

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,309,694

)

(1,002,380

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(1,309,695

)

(1,002,381

)

(1,309,694

)

(1,002,380

)

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

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:

Mr A J Smit - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

(663,378

)

(663,377

)

Prior year adjustment

-

(77,307

)

(77,307

)

As restated

1

(740,685

)

(740,684

)

Changes in equity

Total comprehensive income

-

(261,696

)

(261,696

)

Balance at 31 December 2023

1

(1,002,381

)

(1,002,380

)

Changes in equity

Total comprehensive income

-

(307,314

)

(307,314

)

Balance at 31 December 2024

1

(1,309,695

)

(1,309,694

)

1.	STATUTORY INFORMATION

Central Pharma Biotechnica Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The company is reliant on funding from a related group member, Central Pharma Contract Packing Limited. Central Pharma Contract Packing Limited has confirmed it will continue to support the company for at least 12 months from the signing of the accounts. On this basis, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the period of at least 12 months from the approval of the financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The company's key estimate affecting its accounts is the estimate of stock obsolescence.

The company provides funds to its parent company and other subsidiaries of its parent company in order to manage the group's funding and facilitate development of the entire group's services. The directors are required to make an estimation of any potential recoverability issues when considering the carrying value of the intra-group debtors.

Turnover

Turnover arises from the company's principal activity of manufacturing agricultural biostimulants, biofertilisers and bespoke formulations. Turnover is recognised at the fair value of the consideration received or receivable for the provision of the formulations which occurs when the product has been dispatched to the customer. Turnover is shown net of Value Added Tax.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

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.

Plant and machinery

-

20% on cost and 10% on cost

Stocks

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

The stock perishes over a period of time and therefore the stock provision as at the year end was £20,956 (2023: (£46,778).

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company 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.

Bad debt provisions

Provisions are estimated by the company in respect of specific debts based upon the age of the debt and knowledge of known issues.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2023 - 7 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.24

31.12.23

£

£

Depreciation - owned assets

4,732

4,732

5.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

1

4

5

NET BOOK VALUE

At 31 December 2024

1

4

5

At 31 December 2023

1

4

5

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

39,718

DEPRECIATION

At 1 January 2024

16,405

Charge for year

4,732

At 31 December 2024

21,137

NET BOOK VALUE

At 31 December 2024

18,581

At 31 December 2023

23,313

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

18,533

79,888

Amounts owed by group undertakings

40,716

-

Other debtors

13,482

26,387

72,731

106,275

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

25,243

62,280

Amounts owed to group undertakings

1,393,393

1,138,243

Taxation and social security

12,045

77,101

Other creditors

157,732

219,728

1,588,413

1,497,352

9.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is Central Pharma Contract Holdings Limited. The ultimate parent company consolidates the results of the company. There is no single ultimate controlling party.