ACCOUNTS - Final Accounts preparation

Operating profit

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

Registered number: 08181288

BIO-TIFUL DAIRY LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

BIO-TIFUL DAIRY LIMITED

COMPANY INFORMATION

Directors	R T Williams (appointed 10 April 2025)
	M S Rana (appointed 10 April 2025)
	S P Plant (appointed 10 April 2025)
	M P Jones (appointed 10 April 2025)


Company secretary	Zedra Cosec (UK) Limited


Registered number	08181288


Registered office	Tern Valley Business Park
	Shrewsbury Rd
	Market Drayton
	TF9 3SQ


Independent auditors	Ecovis Wingrave Yeats LLP
	Chartered Accountants and Statutory Auditors
	3rd Floor, Waverley House
	7-12 Noel Street
	London
	W1F 8GQ

BIO-TIFUL DAIRY LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Profit and Loss Account	9
Consolidated Balance Sheet	10
Company Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Consolidated Analysis of Net Debt	15
Notes to the Financial Statements	16 - 34

BIO-TIFUL DAIRY LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their strategic report for the year ended 31 March 2025.

Principal activity

The principal activity of the Group and Company was the marketing and sale of gut health products to the UK and European retail markets.

Business review

The directors aim to present a balanced and comprehensive review of the business during the year and its position as at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties which are faced.

We are pleased with the continued solid trading performance in a challenging market environment in the year seeing turnover grow by 44% from £32.48m to £46.78m.

In FY25 we have returned to an EBITDA profit for the year, this despite continued significant investment in marketing and people in the year. This investment has again underpinned the growth achieved in the year.

We have maintained a net asset position of £4.9m (2024 - £5.4m) whilst generating cash inflows in the year and retaining a cash position in which the directors are comfortable gives them the ability to further invest in marketing and new products in order to grow the business.

The directors are optimistic about the future, the Group continues to grow its customer base and have plans for further new products and market development.

Principal risks and uncertainties

The management of the business and execution of its strategy are subject to a number of risks. Risks are formally reviewed by the Board of Directors and appropriate processes put in place to monitor and mitigate them.

Brand reputation

Our brand reputation is built on product quality and consumer loyalty. Any major event triggered by a serious food safety or other compliance issue could have a negative effect on our reputation or brand image. The Group has policies, processes and controls in place to prevent such events.

Commercial risk

The market in which the Group operates is highly competitive and therefore there is a risk of business loss. To mitigate against this risk the Board of Directors focus on value, service and quality of product to ensure high levels of customer retention. The Group also actively invests in its brand to ensure it remains relevant to customers and customers.

Raw materials and inflation

The Group is dependent on the sustainable supply of a number of raw materials and packaging materials. Any major events triggered by changes in the macro-economic environment could result in input price volatilities or capacity constraints of suppliers which would adversely impact the financial results of the Group. The Group has policies, procedures and controls in place to mitigate against such events. We work closely with all our major suppliers to ensure continuity of suppliers of quality products.

Page 1

BIO-TIFUL DAIRY LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Liquidity risk

The Group has cash reserves and forward forecasts future requirements on a regular basis to ensure we always have sufficient funding available when required.

Credit risk

The Group's principal financial assets are stock and trade debtors. The principal credit risks arises therefore from its trade debtors, the majority of which are of the highest rating (UK grocers). In order to manage credit risk, credit limits are set and reviewed using a combination of third party references and payment history. There continues to be significant work undertaken by the CCO, COO, CFO and credit control learn to reduce the exposure and risk to the business.

Financial key performance indicators

Our internal financial KPIs are turnover and EBITDA. Both are reported in the body of these statements. The Directors are pleased to note the considerable YOY improvement in both between FY24 and FY25. The Directors intend to continue this growth in FY26.

Modern Slavery - Management Statement

The Group is committed to preventing acts of modern slavery and human trafficking from occurring within its business and supply chain and imposes the same high standards on its suppliers.

We regularly evaluate the nature and extent of exposure to the risk of modern slavery occurring in our supply chain and mitigate such risk by making compliance to modern slavery policies and legislation a contractual obligation embedded in our commercial agreement with supplier and clients alike.

We ensure all our suppliers either adhere to our anti-slavery policy or have an anti-slavery policy applied within their organisation that is at least as stringent as our own. If we find evidence of a failure to comply with either our anti-slavery policy or supplier’s own policies, we have provisions in place to allow us to terminate our relationship with the offending supplier.

This statement is made in accordance with section 54(1) of the Modern Slavery Act 2015 and constitutes the Group’s slavery and human trafficking statement for the financial year ending 31 March 2025.

This report was approved by the board on 23 December 2025 and signed on its behalf.

M P Jones

Director

Page 2

BIO-TIFUL DAIRY LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

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

Director

The Director who served during the year was:

N Bowes (resigned 10 April 2025)

N Levin (resigned 25 April 2024)

Results and dividends

The profit for the year, after taxation, amounted to £3,842,606 (2024 - £1,771,850).

A dividend of £20,000 was paid during the year (2024: £Nil). No dividends were declared or paid by the Company between the reporting date and the date these financial statements were authorised for issue.
During the year, the Company completed a buy back of it’s on shares. On 24th April 2024, 250 B shares were purchased for a total consideration of £4,000,000. The shares were then cancelled on the same day.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Matters covered in the Group Strategic Report

The Group has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Group's Strategic Report information required by the Large and Medium-sized Companies and Groups (accounts and Reports) Regulations 2008 Schedule 7 to be contained in the directors' report.

Page 3

BIO-TIFUL DAIRY LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Post balance sheet events

On 10 April 2025, TM UK Production Limited acquired Bio-tiful Dairy UK Limited. As a result, Theobald Müller became the ultimate controlling party of Bio-tiful Dairy UK Limited. Prior to the acquisition, the ultimate controlling party who served during the year was N Bowes.

Disclosure of information to auditors

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

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

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

Auditors

The auditors, Ecovis Wingrave Yeats LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 23 December 2025 and signed on its behalf.

M P Jones

Director

Page 4

BIO-TIFUL DAIRY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED

Opinion

We have audited the financial statements of Bio-tiful Dairy Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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.

Page 5

BIO-TIFUL DAIRY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 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 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.

Page 6

BIO-TIFUL DAIRY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the 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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

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

∙We considered our general commercial and sector experience and held a discussion with the Directors and other management personnel to identify laws and regulations that could reasonably be expected to have a material effect on the financial statements.

∙We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework (Financial Reporting Standard 102 and the Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the Company operates.

∙We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.In addition, there are other significant laws and regulations which may have an affect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to environmental, occupational health and safety, General Data Protection Regulation (GDPR), fraud, bribery and corruption. For these laws and regulations, the consequences of non compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Actual or suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as a key audit risk.

∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with a number of individuals, including with individuals outside of the finance function, and conducted interviews to understand where they considered there was susceptibility to fraud. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to areas of estimate and judgement in the financial statements.

Page 7

BIO-TIFUL DAIRY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BIO-TIFUL DAIRY LIMITED (CONTINUED)

∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above. In addition to the audit procedures, we communicated the identified laws and regulations to the audit team and remained alert to any indications of non-compliance throughout the audit. The specific audit procedures performed by the engagement team included:

°Review of Board minutes;

°Review of large and unusual bank transactions;

°Challenging assumptions and judgements made by management in its significant accounting estimates, and identifying and testing journal entries;

°Review of legal and professional fee expenditure.

There are inherent limitations of an audit. There is a higher risk that irregularities, including fraud, will not be

detected during the audit as these may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal controls. The primary responsibility for the prevention and detection of non-compliance

with all laws and regulations and fraud lies with both those charged with governance of the entity and

management.

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

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Sally Casson (Senior Statutory Auditor)

for and on behalf of

Ecovis Wingrave Yeats LLP

Chartered Accountants and Statutory Auditors

3rd Floor, Waverley House

7-12 Noel Street

London

W1F 8GQ

23 December 2025

Page 8

BIO-TIFUL DAIRY LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£	£


Turnover	4	46,781,168	32,477,974
Cost of sales		(26,721,999)	(19,510,864)
Gross profit		20,059,169	12,967,110
Distribution costs		(3,228,977)	(2,447,349)
Administrative expenses		(12,053,278)	(8,260,949)
Operating profit	5	4,776,914	2,258,812
Interest receivable and similar income	9	17,841	14,471
Profit before taxation		4,794,755	2,273,283
Tax on profit	10	(952,149)	(501,433)
Profit for the financial year		3,842,606	1,771,850

Profit for the year attributable to:
Owners of the parent Company		3,842,606	1,771,850

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated profit and loss account.

The notes on pages 16 to 34 form part of these financial statements.

Page 9

BIO-TIFUL DAIRY LIMITED

REGISTERED NUMBER: 08181288

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Intangible fixed assets	12		32,615		52,406
Tangible assets	13		69,049		23,288
			101,664		75,694
Current assets
Stocks	15	762,836		794,809
Debtors: amounts falling due within one year	16	9,785,075		8,729,058
Cash at bank and in hand		2,780,545		2,079,590
		13,328,456		11,603,457
Creditors: amounts falling due within one year	17	(8,163,196)		(6,239,537)
Net current assets			5,165,260		5,363,920
Total assets less current liabilities			5,266,924		5,439,614
Deferred taxation	18	(4,736)		-
Net assets			5,262,188		5,439,614

Capital and reserves
Called up share capital	19	100	157
Capital redemption reserve	20	25	-
Capital contribution reserve	20	799,975	799,975
Profit and loss account	20	4,462,088	4,639,482
Equity attributable to owners of the parent Company		5,262,188	5,439,614
		5,262,188	5,439,614

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.

M P Jones

Director

The notes on pages 16 to 34 form part of these financial statements.

Page 10

BIO-TIFUL DAIRY LIMITED

REGISTERED NUMBER: 08181288

COMPANY BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Intangible fixed assets	12		32,615		52,406
Tangible assets	13		69,049		23,288
Investments	14		85		85
			101,749		75,779
Current assets
Stocks	15	758,338		794,809
Debtors: amounts falling due within one year	16	14,361,141		11,328,708
Bank and cash balances		2,539,220		1,880,504
		17,658,699		14,004,021
Creditors: amounts falling due within one year	17	(14,043,559)		(9,723,427)
Net current assets			3,615,140		4,280,594

Deferred taxation	18	(4,736)		-
Net assets			3,712,153		4,356,373

Capital and reserves
Called up share capital	19	100	157
Capital redemption reserve	20	25	-
Capital contribution reserve	20	799,975	799,975
Profit and loss account	20	2,912,053	3,556,241
Shareholders funds		3,712,153	4,356,373

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.

M P Jones

Director

The notes on pages 16 to 34 form part of these financial statements.

Page 11

BIO-TIFUL DAIRY LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Capital redemption reserve	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 April 2023	157	-	799,975	2,867,632	3,667,764

Profit for the year	-	-	-	1,771,850	1,771,850

At 1 April 2024	157	-	799,975	4,639,482	5,439,614

Profit for the year	-	-	-	3,842,606	3,842,606
Share buy back	(25)	25	-	(4,000,000)	(4,000,000)
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(20,000)	(20,000)
Shares cancelled during the year	(32)	-	-	-	(32)
At 31 March 2025	100	25	799,975	4,462,088	5,262,188

The notes on pages 16 to 34 form part of these financial statements.

Page 12

BIO-TIFUL DAIRY LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Capital redemption reserve	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 April 2023	157	-	799,975	2,054,597	2,854,729

Profit for the year	-	-	-	1,501,644	1,501,644

At 1 April 2024	157	-	799,975	3,556,241	4,356,373

Profit for the year	-	-	-	3,375,812	3,375,812
Share buy back	(25)	25	-	(4,000,000)	(4,000,000)
Dividends: Equity capital	-	-	-	(20,000)	(20,000)
Shares cancelled during the year	(32)	-	-	-	(32)
At 31 March 2025	100	25	799,975	2,912,053	3,712,153

The notes on pages 16 to 34 form part of these financial statements.

Page 13

BIO-TIFUL DAIRY LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	3,842,606	1,771,850
Adjustments for:
Amortisation of intangible assets	19,791	19,604
Depreciation of tangible assets	16,037	6,881
Interest received	(17,841)	(14,471)
Taxation charge	893,474	299,469
Decrease/(increase) in stocks	31,973	(299,190)
(Increase) in debtors	(934,549)	(2,432,890)
Increase in creditors	1,171,788	2,044,553
Corporation tax paid	(258,335)	-
Net cash generated from operating activities	4,764,944	1,395,806

Cash flows from investing activities
Purchase of intangible fixed assets	-	(55,366)
Purchase of tangible fixed assets	(61,798)	(5,648)
Interest received	17,841	14,471
Net cash from investing activities	(43,957)	(46,543)
Cash flows from financing activities
Issue of ordinary shares	-	32
Dividends paid	(20,000)	-
Cancellation of C shares	(32)	-
Purchase of own shares	(4,000,000)	-
Net cash used in financing activities	(4,020,032)	32
Net increase in cash and cash equivalents	700,955	1,349,295
Cash and cash equivalents at beginning of year	2,079,590	730,295
Cash and cash equivalents at the end of year	2,780,545	2,079,590

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,780,545	2,079,590
	2,780,545	2,079,590

Page 14

BIO-TIFUL DAIRY LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MARCH 2025


At 31 March 2024	Cash flows	At 31 March 2025
£	£	£

Cash at bank and in hand	2,079,590	700,955	2,780,545
	2,079,590	700,955	2,780,545

The notes on pages 16 to 34 form part of these financial statements.

Page 15

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Bio-tiful Dairy Limited ('the Company') and its subsidiary undertaking ('the Group') are private companies, limited by shares. The Company is incorporated and domiciled in the United Kingdom with registered number 08181288. Bio-tiful Dairy EU Limited is incorporated and domiciled in the Republic of Ireland, as disclosed in Note 14. The address of the Company's registered office is disclosed on the Company information page.

The financial statements are prepared in Sterling (£), which is the functional currency of the Group, and rounded to the nearest pound.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.3

Going concern

The Group has made a profit in the year whilst it invested in brand awareness and new product growth, it has managed to increase its net asset position and net current asset position at the year end.
The Group continues to trade in line with expectations, since the year end and whilst there will be challenges over the coming year as a result of uncertainties in the economy, the directors consider the Group to be well placed to handle these challenges. Long term forecasts prepared by the directors show that the Group has the ability to continue to operate by using its working capital and generating positive cash flows from operations for a period of at least 12 months from the signing of these financial statements.
The directors therefore consider it appropriate for the financial statements to be prepared on a going concern basis.

2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

Customer deductions

Consistent with standard industry practice, the Company has arrangements with its customers providing volume-related rebates, marketing and promotional funding contributions and discounts. These costs are recognised as a reduction to revenue as they are considered to be an adjustment to the selling price for the Company’s products. On occasions the payment of this support is subject to the Company’s customers performing specified actions or satisfying certain performance conditions associated with the purchase of products from the Company. These include achieving agreed purchase volume targets and providing promotion marketing materials/activities. Whilst there is no standard definition, these amounts payable to customers are generally termed as ‘customer deductions’. The Company recognises these costs as a deduction from revenue based upon the terms of the relevant arrangement in place. Amounts payable relating to customer deduction arrangements are recognised within trade creditors where there is no right of offset.

Page 17

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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

Computer software - 3 years

2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	20%	straight line
Fixtures and fittings	-	33%	straight line
Computer equipment	-	33%	straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

At each balance sheet date, the Group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverbale amount fo the asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. The impairment loss is recognised as an expense immediately in the consolidated profit and loss account.

Page 18

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.9

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the consolidated profit and loss account.

2.10

Financial instruments

Financial assets and liabilities are recognised when the Group become a party to the contractual provisions of the instruments.
All financial assets and liabilities are initially measured at transaction price and subsequently measured at amortised cost. If an arrangement constitutes a financing transaction, the instrument is measured at the present value of the future payments or receipts discounted at a market rate of interest for a similar debt instrument.

2.11

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss account in the period in which they arise.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.12

Operating leases

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

Page 19

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.14

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.15

Interest income

Interest income is recognised in profit and loss account using the effective interest method.

2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

2.17

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Page 20

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.18

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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

The preparation of the financial statements in conformity with Financial Reporting Standard 102 requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of turnover and expenses during the reporting period. The directors are also required to exercise judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Page 21

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

3.Judgements in applying accounting policies (continued)

Carrying value of stock
The directors review the market value of and demand for the Group's stocks on a periodic basis to ensure the stock is recorded in the financial statements at the lower of cost and net realisable value. Any provision for impairment is recorded against the carrying value of the stocks. The directors use their knowledge of market conditions, historical experiences and estimates of future events to assess future demand for the Group's products and achievable selling prices.

Recoverability of debtors
Trade debtors are recognised to the extent that they are judged recoverable. The directors' reviews are performed to estimate the level of reserves required for irrecoverable debt. Provisions are made specifically against invoices where recoverability is uncertain.
Allowances are applied to debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. The directors specifically analyse historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgemental to evaluate the adequacy of the provision for doubtful debts. Where the expectation is different from the original estimate, such difference will impact the carrying value of debtors and the charge in the consolidated profit and loss account.
Taxation
There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group takes professional advice on its tax affairs and recognises liabilities for anticipated tax based on estimates of what taxation is likely to be due.
Useful economic lives of tangible and intangible fixed assets
Fixed assets are depreciated and amortised over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Share based payments

During the year, the company granted share options to certain employees. The fair value of these options at the grant date was measured using the Black-Scholes option pricing model, which requires significant judgement in determining key assumptions.
Management estimated the share price at the date of issue using recent transactions and valuation techniques, as the shares are not publicly traded. The expected life of the options was assessed based on contractual terms and anticipated employee exercise behaviour. The annualised volatility assumption was derived from comparable listed companies in the same sector, adjusted for the company’s circumstances. The annual rate of dividends was assumed to be 0%, reflecting the company’s historical practice of not paying dividends and current expectations. The risk-free discount rate was based on UK government bond yields with maturities aligned to the expected life of the options.
These assumptions directly affect the fair value measurement and the resulting share-based payment expense recognised in the financial statements, and changes in these estimates could materially impact the reported amounts.

Page 22

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

3.Judgements in applying accounting policies (continued)

No charge has been recorded in these financial statements in respect of the associated share based payments, as the charge is not considered to be material.

Turnover

The whole of the turnover is attributable to the Group's principal activities.

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	43,652,732	30,034,243
Rest of Europe	3,128,436	2,443,731
	46,781,168	32,477,974

Depreciation of tangible fixed assets	16,037	6,881
Amortisation of intangible fixed assets	19,791	19,604
Exchange differences	22,873	3,232
Other operating lease rentals	156,622	140,752

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements	50,000	30,000
Fees payable to the Group's auditor and its associates in respect of:
Preparation of the financial statements	4,250	3,300
All non-audit services not included above	650	500

Page 23

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025


7.	Employees

Staff costs, including Directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	4,651,771	3,593,799	4,651,771	3,593,799
Social security costs	552,015	438,279	552,015	438,279
Pension costs	119,075	94,434	119,075	94,434
	5,322,861	4,126,512	5,322,861	4,126,512

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

	2025	2024
	No.	No.

Sales	18	16
Administrative and operations	28	27

	46	43

8.	Director's remuneration

The highest paid director received remuneration of £169,053 (2024 - £150,634).
The value of national insurance contributions paid during the year were £21,974 (2024 - £19,444). There were no amounts outstanding at year end (2024 - £Nil).
During the year, a director provided consultancy services to the Group totalling £Nil (2024 - £47,524). The Group had an outstanding amount owed to the director at year end totalling £Nil (2024 - £Nil).

9.	Interest receivable
		2025	2024
		£	£

Other interest receivable

17,841

14,471

Page 24

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Corporation tax
Current tax on profits for the year	1,340,542	265,651
R&D tax credits	(251,392)	-
Adjustments in respect of previous periods	(150,372)	135,262
	938,778	400,913

Total current tax	938,778	400,913

Deferred tax
Deferred tax	13,371	100,520
Total deferred tax	13,371	100,520


	Tax on profit	952,149	501,433

Page 25

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.Taxation (continued)

Profit on ordinary activities before tax

4,794,755

2,273,283

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	1,198,689	568,321
Effects of:
Capital allowances for year in excess of depreciation	-	127
Difference between UK and overseas tax rates	57,808	(58,896)
Adjustments to tax charge in respect of prior periods - deferred tax	-	(143,607)
Adjustments to tax charge in respect of prior periods	(150,372)	135,262
Income not taxable for tax purposes	(506)	-
Expenses not deductible for tax purposes	97,922	226
R&D tax credits	(251,392)	-
Total tax charge for the year	952,149	501,433

11.	Dividends
		2025	2024
		£	£

	Dividends paid during the year	20,000	-
		20,000	-

Page 26

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	Intangible assets
	Group and Company

		Computer software
		£
	Cost
	At 1 April 2024	113,198
	At 31 March 2025	113,198
	Amortisation
	At 1 April 2024	60,792
	Charge for the year on owned assets	19,791
	At 31 March 2025	80,583
	Net book value
	At 31 March 2025	32,615
	At 31 March 2024	52,406

Page 27

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.	Tangible fixed assets
	Group and Company

	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 April 2024	1,375	27,353	9,587	38,315
Additions	-	3,183	58,615	61,798
At 31 March 2025	1,375	30,536	68,202	100,113
Depreciation
At 1 April 2024	1,375	7,792	5,860	15,027
Charge for the year on owned assets	-	5,588	10,449	16,037
At 31 March 2025	1,375	13,380	16,309	31,064
Net book value
At 31 March 2025	-	17,156	51,893	69,049
At 31 March 2024	-	19,561	3,727	23,288

Page 28

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2024	85
	At 31 March 2025	85

	Net book value
	At 31 March 2025	85
	At 31 March 2024	85

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Class of shares	Holding

Bio-tiful Dairy EU Limited

Ordinary

100%

Bio-tiful Dairy EU Limited was incorporated in, and is registered in, the Republic of Ireland. Its registered office is 3rd Floor, Ulysses House, Foley St, Dublin 1, Dublin, Ireland.

15.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Raw materials	251	415,806	251	415,806
Finished goods	762,585	379,003	758,087	379,003
	762,836	794,809	758,338	794,809

Page 29

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	9,301,313	7,827,442	8,421,287	6,968,493
Amounts owed by group undertakings	-	-	5,484,678	3,485,674
Other debtors	408,207	564,746	379,621	537,671
Prepayments	75,555	328,235	75,555	328,235
Deferred taxation	-	8,635	-	8,635
	9,785,075	8,729,058	14,361,141	11,328,708

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	4,957,916	4,128,738	4,864,940	4,085,246
Amounts owed to group undertakings	-	-	6,323,446	3,590,600
Corporation tax	1,022,681	270,810	718,820	270,810
Other taxation and social security	172,826	153,421	172,826	153,421
Other creditors	221	22,801	221	22,801
Accruals and deferred income	2,009,552	1,663,767	1,963,306	1,600,549
	8,163,196	6,239,537	14,043,559	9,723,427

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
On 25th April 2024, a bank financing facility was arranged which is secured by a fixed and floating charge over the Company's assets. This was satisfied on 26 March 2025.

Page 30

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	8,635	109,155
Profit and loss account	(13,371)	(100,520)
At end of year	(4,736)	8,635

Company

	2025	2024
	£	£

At beginning of year	8,635	109,155
Profit and loss account	(13,371)	(100,520)
At end of year	(4,736)	8,635

The deferred taxation balance is made up as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£	£	£	£

	Fixed asset timing differences	(4,736)	8,635	(4,736)	8,635
		(4,736)	8,635	(4,736)	8,635

Page 31

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 100) Class A shares of £1.00 each	100	100
NIL (2024 - 250) Class B shares of £0.10 each	-	25
NIL (2024 - 3,200) Class C shares of £0.01 each	-	32

	100	157

Class A and B shares rank pari passu.
On 25 April 2024, the company repurchased 250 B Ordinary shares of £0.10 each for a total consideration of £4,000,000. The shares were immediately cancelled.
On 7 March 2025, the Company cancelled and extinguished all 3,200 deferred Class C shares of £0.01 each, as approved by a special resolution.

20.

Reserves

Capital redemption reserve

On 25 April 2024, the company repurchased 250 B Ordinary shares of £0.10 each for a total consideration of £4,000,000. In accordance with section 733 of the Companies Act 2006, where a company purchases its own shares out of distributable profits, an amount equal to the nominal value of the shares repurchased is transferred from distributable profits to a capital redemption reserve. Accordingly, £25 has been transferred to the capital redemption reserve.

Capital contribution reserve

The capital contribution reserve represents a capital contribution arising on monies received from a shareholder with no repayment terms.

Profit and loss account

The profit and loss account includes all current and prior periods retained profit and losses, less dividends paid.

Page 32

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

21.	Share-based payments
	The Company initially granted share C class options during the year ended 31 March 2023, with additional options awarded to certain employees in the year ended 31 March 2025. The fair value of these options at their respective grant dates was determined using the Black-Scholes valuation model. No charge has been recognised in these or prior financial statements in respect of the related share-based payments, as the amounts involved are not considered material. Details of the options are as follows:
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	1	3,650	1	4,600
Granted during the year	4,400	3,950		-
Forfeited during the year	1,016	(1,300)	1	(950)
Exercised during the year		-		-
Expired during the year		-		-
Outstanding at the end of the year	2,201	6,300	1	3,650

The fair value of options granted was determined using the Black-Scholes model with the following assumptions:

					2025	2024

	Weighted average share price (£)	44
	Exercise price (£)	44
	Weighted average contractual life (years)	10
	Expected volatility	105%
	Expected dividend growth rate	0%
	Risk-free interest rate	4.37%

Page 33

BIO-TIFUL DAIRY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

22.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £119,075 (2024 - £162,115). At the year end an amount of £10,222 (2024 - £19,382) was outstanding.

23.	Commitments under operating leases
	At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Not later than 1 year	104,167	104,167	104,167	104,167
		104,167	104,167	104,167	104,167

24.

Related party transactions

The Group has taken advantage of the exemptions conferred under FRS 102 section 33.1a not to disclose transactions between wholly owned group companies, on the basis that they are fully excluded on consolidation.
The directors are considered to be the only persons who have authority and responsibility for planning, directing and controlling the activities of the Group and are considered to be key management personnel. Their remuneration is disclosed in Note 9.

25.	Post balance sheet events

On 10 April 2025, TM UK Production Limited acquired Bio-tiful Dairy UK Limited. As a result, Theobald Müller became the ultimate controlling party of Bio-tiful Dairy UK Limited.

26.	Controlling party

Bio-tiful Dairy Limited is a wholly owned subsidiary of TM UK Production, a Company registered in the United Kingdom. The Directors consider the controlling party of the Company to be Unternehmensgruppe Theo Müller S.e.c.s. a partnership whose principal place of business is 2b, rue Albert Borschette, L-1246, Luxembourg. This is the parent undertaking of the largest and smallest group which will include Bio-tiful Dairy Limited Limited for which consolidated financial statements are prepared. The ultimate controlling party is Herr Theo Müller.

Page 34