Company Registration No. SC547789 (Scotland)
BELLA & DUKE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
BELLA & DUKE LIMITED
COMPANY INFORMATION
Directors
T E Ottley
M A Scott
M T Scully
A C Stewart
W Dobbie
G A Clarke
P C Farquhar
S Pather
R C K Horner
(Appointed 12 April 2024)
J G Sturrock
(Appointed 12 April 2024)
Secretary
Thorntons Law LLP
Company number
SC547789
Registered office
Citypoint
3rd Floor
65 Haymarket Terrace
Edinburgh
EH12 5HD
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
BELLA & DUKE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 26
BELLA & DUKE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The Directors present the Strategic Report for Bella and Duke Limited (“the Company”) for the year ended 31 March 2025.

PRINCIPAL ACTIVITIES

We champion pet health and wellbeing through the manufacture of quality nutrition products and provision of wellness products and services, distributed directly to consumers and through third party retailers.

BUSINESS REVIEW AND DEVELOPMENT

The company delivered continued profitable growth in 2025 aligned to our mission to provide quality dog and cat nutrition and wellness products and services to customers.

The main features of 2025 were:

- Revenue for the financial year ended 31 March 2025 increased to £27.7 million, representing a 6.8% uplift on the prior year. The growth rate moderated in comparison to previous years, reflecting a deliberate strategic focus on profitable customer acquisition and the retention of existing customers, in line with a year-on-year reduction in marketing investment.

- Gross margin improved to 54% in 2025 from 51.6% in 2024, driven by more efficient marketing allocation and operational improvements. Margin after marketing and discounts also increased year-on-year, contributing to an improvement in EBITDA performance.

- The company continued to reinvest profits into new product development and brand-building initiatives to support long-term growth.

- Operating profit as a percentage of turnover was 0.7%, compared to an operating loss of -1.6% in the prior year.

- Cash at year end grew from £1.22m in 2024 to £1.66m in 2025.

POST YEAR-END AND FUTURE DEVELOPMENTS

Following a purposeful emphasis on profitable growth in the first half of 2025, in the second half of FY25, the company repositioned its brand and increased investment in new marketing channels. Enhancements were also made to both the product offering and customer experience for subscribers, alongside the rollout and growth of retail distribution channels. These initiatives have led to a significant acceleration in revenue growth post year-end.

The Company's future strategy remains focussed on delivering high quality species appropriate products both direct to consumers and through select partners.

PRINCIPAL RISKS AND UNCERTAINTIES

FOOD SAFETY

We are committed to maintaining industry leading food safety manufacturing standards. Our raw materials are all sourced from approved suppliers that conform to the highest food safety and hygiene practices, and their raw materials undergo third party testing for key food safety microorganisms. Our finished batches also undergo independent third party testing to ensure they meet the highest food safety standards before being released to customers. We have full traceability batch controls to ensure that all manufactured products are fully traceable back to the farms.

We are the only pet food company to have achieved both Rawsafe accreditation, the highest standard available in our sector, and UK Pet Food certified. We were honoured to win “Manufacturer of the Year” at the UK Pet Industry Federation awards in November 2023.

BELLA & DUKE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)

HEALTH AND SAFETY

All manufacturing and fulfilment employees undergo regular and comprehensive health and safety training modules, including a thorough induction programme. We have an internal Health and Safety Committee, who meet quarterly to assess H&S performance and future initiatives, with representation from all areas of the business. We have monthly audits of all our facilities from an external third-party H&S specialist, who also provides us with a detailed annual audit.

FINANCE AND CURRENCY RISKS

Payment is taken from direct customers prior to product dispatch, so credit risk is negligible.

We operate only in GB, and our suppliers are overwhelmingly UK based, thus removing risks associated with currency fluctuations.

SYSTEMS FAILURE

The Company undertakes all its trading through its own bespoke digital platform. We mitigate this risk by maintaining robust IT controls and defences, by using well known, established third party service providers and through the implementation of redundancy and backups across multiple sites and services including all state-dependent services.

KEY PERFORMANCE INDICATORS

Financial KPIs and comparatives are listed in the Business Review and Development section above. The Company uses a wide variety of KPIs to monitor and measure performance. These are cascaded to all employees, as appropriate, and are reviewed on a daily or weekly basis as appropriate. The leadership team and Board review the main KPIs on at least a monthly basis.

On behalf of the Board, I would like to thank all our employees for their dedication and hard work during the year.

Signed on behalf of the Board

P C Farquhar
Director
21 June 2025
BELLA & DUKE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

We champion pet health and wellbeing through the manufacture of quality nutrition products and provision of wellness products and services, distributed directly to consumers.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

T E Ottley
M A Scott
M T Scully
A C Stewart
W Dobbie
G A Clarke
P C Farquhar
S Pather
R C K Horner
(Appointed 12 April 2024)
J G Sturrock
(Appointed 12 April 2024)
Matters addressed in strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments as well as the principal risks and uncertainties.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
P C Farquhar
Director
21 June 2025
BELLA & DUKE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

The directors are responsible for preparing the strategic report, 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 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 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; and

- 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.

BELLA & DUKE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BELLA & DUKE LIMITED
- 5 -
Opinion

We have audited the financial statements of Bella & Duke Limited (‘the company’) for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and notes to the financial statements, including 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 March 2025 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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- The information given in the Strategic Report and the 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.

BELLA & DUKE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BELLA & DUKE LIMITED
- 6 -
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

- T he 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 4, 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.

Auditor 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 auditor’s 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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

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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- Companies Act 2006;

- UK Tax Legislation;

- UK Generally Accepted Accounting Practice;

- VAT legislation; and

- Pet food regulations issued by the Food S tandards Agency.

BELLA & DUKE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BELLA & DUKE LIMITED
- 7 -

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

- Management override of controls

- Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

- Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

- Performing sales cut-off testing ensuring transactions were recorded in the appropriate accounting period;

- Performing a reconciliation of sales orders to the general ledger and detailed testing of transactions through to cash receipts;

- Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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 auditor’s 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.

Barry Masson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
23 June 2025
Statutory Auditor
7-11 Melville Street
Edinburgh
EH3 7PE
BELLA & DUKE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
27,706,003
25,937,508
Cost of sales
(12,749,115)
(12,549,356)
Gross profit
14,956,888
13,388,152
Distribution costs
(218,566)
(206,448)
Administrative expenses
(14,634,886)
(13,660,827)
Other operating income
103,100
74,841
Operating profit/(loss)
4
206,536
(404,282)
Interest receivable and similar income
7
6,173
5,483
Interest payable and similar expenses
8
(147,333)
(159,252)
Profit/(loss) before taxation
65,376
(558,051)
Tax on profit/(loss)
9
28,804
71,195
Loss and total comprehensive expense for the financial year
94,180
(486,856)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

BELLA & DUKE LIMITED
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
1,402,491
1,385,223
Tangible assets
11
3,396,563
3,700,236
4,799,054
5,085,459
Current assets
Stocks
12
850,898
1,023,390
Debtors
13
745,254
713,517
Cash at bank and in hand
1,683,975
1,225,937
3,280,127
2,962,844
Creditors: amounts falling due within one year
14
(5,033,366)
(4,756,577)
Net current liabilities
(1,753,239)
(1,793,733)
Total assets less current liabilities
3,045,815
3,291,726
Creditors: amounts falling due after more than one year
15
(760,974)
(1,101,065)
Provisions for liabilities
Provisions
18
247,000
247,000
(247,000)
(247,000)
Net assets
2,037,841
1,943,661
Capital and reserves
Called up share capital
23
34,810
34,810
Share premium account
24
9,366,941
9,366,941
Profit and loss reserves
24
(7,363,910)
(7,458,090)
Total equity
2,037,841
1,943,661
The financial statements were approved by the board of directors and authorised for issue on 21 June 2025 and are signed on its behalf by:
P C Farquhar
Director
Company Registration No. SC547789
BELLA & DUKE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2023
34,810
9,366,941
(6,971,234)
2,430,517
Year ended 31 March 2024:
Loss and total comprehensive expense for the year
-
-
(486,856)
(486,856)
Balance at 31 March 2024
34,810
9,366,941
(7,458,090)
1,943,661
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
94,180
94,180
Balance at 31 March 2025
34,810
9,366,941
(7,363,910)
2,037,841
BELLA & DUKE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
1,841,736
765,155
Interest paid
(147,333)
(159,252)
Income taxes refunded
71,195
45,899
Net cash inflow from operating activities
1,765,598
651,802
Investing activities
Purchase of intangible assets
(498,675)
(553,969)
Purchase of tangible fixed assets
(224,222)
(169,469)
Proceeds on disposal of tangible fixed assets
74,806
10,598
Interest received
6,173
5,483
Net cash used in investing activities
(641,918)
(707,357)
Financing activities
Repayment of borrowings
(181,941)
(166,206)
Payment of finance leases obligations
(483,701)
(330,310)
Net cash used in financing activities
(665,642)
(496,516)
Net increase/(decrease) in cash and cash equivalents
458,038
(552,071)
Cash and cash equivalents at beginning of year
1,225,937
1,778,008
Cash and cash equivalents at end of year
1,683,975
1,225,937
BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
1
Accounting policies
Company information

Bella & Duke Limited is a private company limited by shares incorporated in Scotland. The registered office is Citypoint, 3rd Floor, 65 Haymarket Terrace, Edinburgh, United Kingdom, EH12 5HD.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

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 foreseeable future. At the balance sheet date the company has net current liabilities of £1,7 true 53 k (2023: £1,794 k). However despite this the directors are satisfied there is adequate cash resources to meet their obligations as they fall due for a period of at least 12 months from the approval of the accounts.

In making this assessment, the directors have considered forecast trading and cash flows up to March 2027.

These forecasts support the ability of the company to meet its obligations as they fall due and thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover relates to the on-line sale of pet food and related products and is recognised when the significant risks and rewards of ownership have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover is stated net of VAT and other sales related taxes.

1.4
Intangible fixed assets

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Software development
20% straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
10% reducing balance or 10% straight line
Plant and equipment
20-25% reducing balance or 10-20% straight line
Fixtures and fittings
33% reducing balance
Computers
33% reducing balance or 33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the statement of comprehensive income.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Net realisable value is calculated as estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the statement of comprehensive income. Reversals of impairment losses are also recognised in the statement of comprehensive income.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors and loans, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
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.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of the grant by reference to the fair value of the equity instruments granted. Fair value assessment takes into account the likelihood of events linked to the ability to exercise options under the arrangements occurring. Where material, the fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.16
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.17
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants are recognised in accordance with the accruals model. Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the statement of comprehensive income.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Capitalisation of development costs

Software development costs are capitalised as an intangible asset. These costs primarily consist of labour and subcontractor costs. The directors are required to exercise judgement to determine if the criteria to recognise these costs as development costs under FRS 102 are met. Judgement must also be applied in calculating the amount of time members of staff spend on software development.

The estimated useful life is determined based on the expected period over which the asset will generate economic benefits.

Capitalised development costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Useful life of tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. This assessment requires the directors to exercise judgment as to the period over which the associated economic benefits are expected to arise.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
27,706,003
25,937,508
2025
2024
£
£
Other significant revenue
Interest income
6,173
5,483
Commissions received
22,217
21
Grants received
80,883
74,820

Turnover of the company is wholly attributable within the UK.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
5,431
4,612
Government grants
(80,883)
(74,820)
Fees payable to the company's auditor for the audit of the company's financial statements
29,500
21,600
Depreciation of owned tangible fixed assets
369,544
391,635
Depreciation of tangible fixed assets held under finance leases
401,210
334,184
Loss/(profit) on disposal of tangible fixed assets
33,236
(4,627)
Amortisation of intangible assets
481,407
365,193
Operating lease charges
-
247,272
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
134
134

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,171,679
4,556,644
Social security costs
543,282
468,038
Pension costs
90,408
81,887
5,805,369
5,106,569
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
701,410
401,743
Company pension contributions to defined contribution schemes
3,085
443
704,495
402,186

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 1).

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Directors' remuneration
(Continued)
- 19 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
195,849
130,000
Company pension contributions to defined contribution schemes
1,321
-
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
6,173
5,483
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on other borrowings and hire purchase contracts
147,333
159,252
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(28,804)
(71,195)

The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
65,376
(558,051)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
16,344
(139,513)
Tax effect of expenses that are not deductible in determining taxable profit
8,236
8,599
Change in unrecognised deferred tax assets
(41,248)
112,027
Adjustments in respect of prior years
(28,804)
(71,195)
Other permanent differences
606
-
0
Fixed asset differences
16,062
17,462
Other tax adjustments, reliefs and transfers
-
0
1,425
Taxation credit for the year
(28,804)
(71,195)
BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
10
Intangible fixed assets
Software development
£
Cost
At 1 April 2024
2,070,382
Additions
498,675
Disposals
(59,638)
At 31 March 2025
2,509,419
Amortisation and impairment
At 1 April 2024
685,159
Amortisation charged for the year
481,407
Disposals
(59,638)
At 31 March 2025
1,106,928
Carrying amount
At 31 March 2025
1,402,491
At 31 March 2024
1,385,223
11
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 April 2024
3,312,593
2,241,695
54,001
61,412
5,669,701
Additions
3,409
565,561
3,724
2,429
575,123
Disposals
-
0
(150,584)
(1,350)
(40,217)
(192,151)
At 31 March 2025
3,316,002
2,656,672
56,375
23,624
6,052,673
Depreciation and impairment
At 1 April 2024
776,733
1,130,361
26,282
36,089
1,969,465
Depreciation charged in the year
335,048
415,685
9,160
10,861
770,754
Eliminated in respect of disposals
-
0
(53,888)
-
0
(30,221)
(84,109)
At 31 March 2025
1,111,781
1,492,158
35,442
16,729
2,656,110
Carrying amount
At 31 March 2025
2,204,221
1,164,514
20,933
6,895
3,396,563
At 31 March 2024
2,535,860
1,111,334
27,719
25,323
3,700,236
BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Tangible fixed assets
(Continued)
- 21 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2025
2024
£
£
Plant and equipment
927,460
848,745
Fixtures and fittings
5,299
7,909
Leasehold improvements
331,992
380,060
1,264,751
1,236,714
12
Stocks
2025
2024
£
£
Raw materials and consumables
487,607
555,583
Finished goods and goods for resale
363,291
467,807
850,898
1,023,390
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
355,707
65,280
Corporation tax recoverable
28,804
71,195
Other debtors
-
0
147,043
Prepayments and accrued income
310,343
379,599
694,854
663,117
2025
2024
Amounts falling due after more than one year:
£
£
Leasehold deposits
50,400
50,400
Total debtors
745,254
713,517

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Obligations under finance leases
17
439,443
449,480
Other borrowings
16
186,458
181,941
Trade creditors
2,468,930
2,692,394
Taxation and social security
654,609
586,155
Deferred income
20
325,097
378,164
Other creditors
598,918
133,592
Accruals
359,911
334,851
5,033,366
4,756,577
15
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Obligations under finance leases
17
527,104
649,867
Other borrowings
16
46,097
232,555
Deferred income
20
187,773
218,643
760,974
1,101,065
16
Borrowings
2025
2024
£
£
Other borrowings
232,555
414,496
Payable within one year
186,458
181,941
Payable after one year
46,097
232,555

Other borrowings stated above are unsecured.

Other borrowings includes two loans from an external third party amounting to £12,151 (202 4: £34,866) and £220,404 (202 4: £379,630), due for repayment on 30 September 2025 and 30 June 2026. These loans bear interest at rates of 9.70% and 9.47% respectively.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
17
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
506,084
449,480
In two to five years
460,463
649,867
966,547
1,099,347

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Obligations under finance leases are secured over the assets they relate to.

18
Provisions for liabilities
2025
2024
£
£
Provision for dilapidation
247,000
247,000
Movements on provisions:
Provision for dilapidation
£
At 1 April 2024 and 31 March 2025
247,000
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Fixed asset timing differences
615,221
672,606
Losses and other deductions
(615,221)
(672,606)
-
-

Deferred tax is not recognised in respect of tax losses of £7.5m (2024: £7.8m) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
20
Deferred income
2025
2024
£
£
Arising from government grants
187,773
284,746
Other deferred income
325,097
312,061
512,870
596,807

Deferred income is included in the financial statements as follows:

Current liabilities
325,097
378,164
Non-current liabilities
187,773
218,643
512,870
596,807
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
90,408
81,887

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions outstanding and included within other creditors are £53,861 (2024: £19,323)

22
Share-based payment transactions

At March 202 5, the company operated an EMI Share Option scheme for the benefit of certain employees. Options granted under the scheme have a contractual life of 10 years and are only exercisable on certain exit events.

Details of options granted during the period are as follows:

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Granted at 1 April 2024
89,000
84,715
0.93
0.94
Granted in year
31,000
21,285
0.90
0.90
Forfeited in year
(15,000)
0
(17,000)
0
0.90
0.90
Granted at 31 March 2025
105,000
89,000
0.93
0.93
Exercisable at 31 March 2025
-
0
-
0
-
0
-
0

The options granted at 31 March 2025 had an exercise price ranging from £0.90 to £2.26, and a remaining contractual life of between 6.4 and 8.3 years.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
23
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
2,156,984
2,156,984
21,570
21,570
AA Ordinary shares of 1p each
544,726
544,726
5,447
5,447
B Ordinary shares of 1p each
779,321
779,321
7,793
7,793
Hurdle shares of 1p each
2
2
-
0
-
0
Z Ordinary shares of 1p each
1
1
-
0
-
0
3,481,034
3,481,034
34,810
34,810

Rights associated with share classes

The Ordinary shares, AA Ordinary shares and B Ordinary shares have attached the right to vote at any general meeting, a pro-rata right to participate in dividends and the right to participate in a winding up or return of capital.

The Hurdle shares and Z Ordinary shares have no voting rights attached, no right to participate in dividends however do have the right to participate in a winding up or return of capital.

24
Reserves
Share premium

Share premium represent s amounts received in excess of par value following the issue of share capital.

Profit and loss reserves

Profit and loss reserves represent accumulated comprehensive income or expenditure for the year and prior periods less dividends paid.

25
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
272,272
252,897
Between two and five years
1,089,088
1,089,088
In over five years
261,297
533,569
1,622,657
1,875,554
26
Related party transactions
Remuneration of key management personnel

The key management personnel and directors are determined to be the same. Due to the directors remuneration being disclosed it is not deemed necessa ry to separately disclose key management personnel remuneration.

BELLA & DUKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
26
Related party transactions
(Continued)
- 26 -
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Purchases of goods and services
2025
2024
£
£
Other related parties
7,752
302,293
27
Cash generated from operations
2025
2024
£
£
Profit/(loss) for the year after tax
94,180
(486,856)
Adjustments for:
Taxation credited
(28,804)
(71,195)
Finance costs
147,333
159,252
Investment income
(6,173)
(5,483)
Loss/(gain) on disposal of tangible fixed assets
33,236
(4,627)
Amortisation and impairment of intangible assets
481,407
365,193
Depreciation and impairment of tangible fixed assets
770,754
725,819
Movements in working capital:
Decrease/(increase) in stocks
172,492
(116,951)
Increase in debtors
(74,128)
(186,549)
Increase in creditors
251,439
386,552
Cash generated from operations
1,841,736
765,155
28
Analysis of changes in net funds/(debt)
1 April 2024
Cash flows
New finance leases
31 March 2025
£
£
£
£
Cash at bank and in hand
1,225,937
458,038
-
1,683,975
Other Borrowings
(414,496)
181,941
-
(232,555)
Obligations under finance leases
(1,099,347)
483,701
(350,901)
(966,547)
(287,906)
1,123,680
(350,901)
484,873
29
Ultimate controlling party

The directors do not consider there to be an ultimate controlling party.

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