Company registration number 03040665 (England and Wales)
KALSEC EUROPE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
KALSEC EUROPE LIMITED
COMPANY INFORMATION
Directors
Mr R Wheeler
Mr S Ouffa
(Appointed 31 May 2025)
Secretary
Mr J C Meyer IV
Company number
03040665
Registered office
15 Merlin Park
Fred Dannatt Road
Mildenhall
Bury St Edmunds
IP28 7RD
Auditor
Ensors
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
KALSEC EUROPE LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 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
KALSEC EUROPE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Business review and key performance indicators

The main activity of Kalsec Europe is the manufacturing, sales, distribution and customer support for a range of high quality, innovative food and beverage ingredients. The Kalsec product portfolio includes natural taste and sensory solutions, colors, food protection and hop products. Our products are expertly crafted by combining naturally sourced materials with more than 60 years of insights and technical expertise. As a result, we are uniquely positioned as the trusted partner for food and beverage manufacturers.

The Directors consider that the company's key performance indicators are: sales by region, gross margins, operation’s efficiency, customer satisfaction level as well as quality and safety standards. Sales for the 2025 fiscal year declined by -1 4% due to macroeconomic challenges in the food industry. We continue to invest in our people and facilities in both UK and continental Europe to significantly increase our manufacturing capabilities as well as build a strategic R&D hub in the heart of the Wageningen University, Netherlands innovation centre.

As we continue to shift production for European product to the Mildenhall finishing center, we anticipate improvements to our margins as throughput improves. We have hired a new General Manager in Europe to reinvigorate our sales and marketing efforts and drive future growth.

Principal risks and uncertainties

Although our customers are mainly based in the Western European developed economies, our supply chain is a risk due to wide geopolitical uncertainties. On-going trade disputes have created uncertainty in our industry. Conflicts in Ukraine and Isreal have also complicated the global sourcing of agriculture products. Our customers will require high quality products, excellent services at competitive prices. Our success is dependent on our ability to meet these customers’ requirements. The business is navigating through these challenges by investing in our regional manufacturing facilities so that we can be more responsive to our customers’ needs as well as being cost competitive. We remain extremely focused on our research and development effort and have established a state of art R&D centre partnering with Wageningen University. Our customer centric approach coupled with technological advantage means that our value adding proposition for our customers exceed our competitors’ offerings.

On behalf of the board

Mr S Ouffa
Director
5 December 2025
KALSEC EUROPE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The main activity of Kalsec Europe continues to be the sale, distribution and customer support for a range of unique food ingredients. The Company’s products are utilised by food and beverage manufacturers in various markets. The Kalsec product portfolio includes natural colours, spice & herb flavour extracts, natural antioxidants and hop based brewing adjuncts.

Branches

The company has branches in Germany, The Netherlands, France, Italy and Spain.

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:

Mr R Wheeler
Ms W Fu
(Resigned 31 May 2025)
Mr S Ouffa
(Appointed 31 May 2025)
Financial instruments
Liquidity risk

The measures used by the directors to manage risks include the preparation of profit and loss budgets and the regular monitoring of actual performance against these budgets.

Cash flow

The company has continued not to undertake any external finance and maintained a strong net current assets position of £12.3 million.

Price risk

We are at risk from rising raw materials costs, which will squeeze our gross margins. Some of our biggest sourcing countries are facing strong environmental and political challenges. This will have a major impact on certain raw materials we procure from these countries. However, Kalsec has a very robust procurement dual sourcing policy and is vertically integrated in our supply chain. This means we can mitigate some of these risks.

Credit risk

Credit risk, as identified by the directors, arises from the group's trade debtors. In order to manage credit risk the directors set limits for customers and ensure the credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history.

Auditor

On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly Ensors Accountants LLP formally resigned as the company’s auditors with the directors duly appointing Azets Audit Services Limited, trading as Ensors to fill the vacancy arising.

The auditor, Azets Audit Services Limited, trading as Ensors will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

KALSEC EUROPE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's 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 the review of the business, future developments and principal risks.

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
Mr S Ouffa
Director
5 December 2025
KALSEC EUROPE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -

The directors are responsible for preparing the annual 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 of the profit or loss of the company for that period.

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

- select suitable accounting policies and then apply them consistently;

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

KALSEC EUROPE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF KALSEC EUROPE LIMITED
- 5 -
Opinion

We have audited the financial statements of Kalsec Europe Limited (the 'company') for the year ended 30 September 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 30 September 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 our audit:

- the information given in the strategic report and the directors' r eport 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.

KALSEC EUROPE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF KALSEC EUROPE LIMITED (CONTINUED)
- 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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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's 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including transactions with related parties, revenue recognition and management override of systems and control.

KALSEC EUROPE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF KALSEC EUROPE LIMITED (CONTINUED)
- 7 -

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- inquired of management, those charged with governance and the entity's solicitors about any non-compliance with laws and regulations.

- Reviewed board minutes for any indication of non-compliance with laws and regulations and indications of fraud.

- Tested journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions.

- Robustly challenged accounting estimates to ensure no indication of management bias.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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.

Christopher Barrett (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
5 December 2025
KALSEC EUROPE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
24,892,945
28,961,439
Cost of sales
(17,283,283)
(18,818,259)
Gross profit
7,609,662
10,143,180
Distribution costs
(1,104,400)
(1,168,407)
Administrative expenses
(4,965,759)
(5,346,328)
Other operating income
2,558
10,623
Operating profit
4
1,542,061
3,639,068
Interest receivable and similar income
7
62,426
64,151
Profit before taxation
1,604,487
3,703,219
Tax on profit
8
(473,812)
(945,756)
Profit for the financial year
1,130,675
2,757,463

The profit and loss account has been prepared on the basis that all operations are continuing operations.

KALSEC EUROPE LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
9
4,717,238
5,254,791
Investments
10
1
1
4,717,239
5,254,792
Current assets
Stocks
13
4,901,984
4,252,041
Debtors
14
4,706,341
7,099,869
Cash at bank and in hand
5,432,121
5,597,055
15,040,446
16,948,965
Creditors: amounts falling due within one year
15
(2,734,627)
(6,230,374)
Net current assets
12,305,819
10,718,591
Total assets less current liabilities
17,023,058
15,973,383
Provisions for liabilities
Provisions
16
378,381
378,381
Deferred tax liability
17
320,000
401,000
(698,381)
(779,381)
Net assets
16,324,677
15,194,002
Capital and reserves
Called up share capital
19
2
2
Profit and loss reserves
20
16,324,675
15,194,000
Total equity
16,324,677
15,194,002

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 5 December 2025 and are signed on its behalf by:
Mr S Ouffa
Director
Company registration number 03040665 (England and Wales)
KALSEC EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 October 2023
2
12,436,537
12,436,539
Year ended 30 September 2024:
Profit and total comprehensive income
-
2,757,463
2,757,463
Balance at 30 September 2024
2
15,194,000
15,194,002
Year ended 30 September 2025:
Profit and total comprehensive income
-
1,130,675
1,130,675
Balance at 30 September 2025
2
16,324,675
16,324,677
KALSEC EUROPE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
920,125
4,534,844
Income taxes paid
(993,248)
(355,788)
Net cash (outflow)/inflow from operating activities
(73,123)
4,179,056
Investing activities
Purchase of tangible fixed assets
(154,237)
(1,688,285)
Proceeds from disposal of tangible fixed assets
-
0
12,703
Interest received
62,426
64,151
Net cash used in investing activities
(91,811)
(1,611,431)
Net (decrease)/increase in cash and cash equivalents
(164,934)
2,567,625
Cash and cash equivalents at beginning of year
5,597,055
3,029,430
Cash and cash equivalents at end of year
5,432,121
5,597,055
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
1
Accounting policies
Company information

Kalsec Europe Limited is a private company limited by shares incorporated in England and Wales. The registered office is 15 Merlin Park, Fred Dannatt Road, Mildenhall, Bury St Edmunds, IP28 7RD.

1.1
Basis of preparation

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.

The company has taken advantage of the exemption under section 40 5(2) of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group on the grounds that its only subsidiary is dormant and not material for the purpose of giving a true and fair view.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods 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.

1.4
Tangible fixed assets

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

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

Freehold land and buildings
24 - 31 1/2 years straight line, land is not depreciated
Leasehold improvements
Over the lease term
Plant and machinery
7 years straight line / 20 years straight line
Fixtures, fittings & equipment
10 years straight line
Computer equipment
3 years straight line
Motor vehicles
25% reducing balance
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 13 -

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 profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. 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.

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 profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Basic financial assets

Basic financial assets, which include 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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.

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 profit or loss.

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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. 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.

KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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 profit and loss account 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.

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.

KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -

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
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 s asset are consumed.

1.16
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 profit or loss.

1.17

Research and development expenditure

Research and development expenditure is written off against profits in the year in which it is incurred.

KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 17 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Accruals

Accruals are included based on assumptions concerning the performance of the company. These assumptions will be assessed, however there are no accruals that are considered to have a significant risk of causing a material adjustment to the carrying value of liabilities.

Provision

The provision included is based on assumptions concerning the outcome of an ongoing legal claim in France. These assumptions will be assessed, however the provision included is based on the reliable estimate made by the solicitors involved with the case, Food Law Science & Partners, it is not considered to have a significant risk of causing a material adjustment to the carrying value of provision s.

Stock provision

Management applies judgement in estimating the provision for obsolete or slow-moving inventory. The provision is primarily determined based on expiry dates and expected sales patterns. Products are assessed for recoverability, and where it is unlikely that they will be utilised, a provision is made to reduce the carrying value to the estimated net realisable value.

Stock valuation

Management applies standard costing in its valuation of manufactured products. There is a degree of estimation involved in assessing the inputs and calculations to arrive at the standard costs for each product that makes up the year end stock value. These include estimates such as, average price of materials relevant to the respective item in stock at the year end, wastage at each stage of production and the proportion of relevant overheads to be absorbed.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Principal activity
24,892,945
28,961,439
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
3
Turnover and other revenue
(Continued)
- 18 -
2025
2024
£
£
Turnover analysed by geographical market
UK
4,910,512
6,229,708
EU countries
18,028,242
18,478,603
Non-EU countries
1,954,191
4,253,128
24,892,945
28,961,439
2025
2024
£
£
Other revenue
Interest income
62,426
64,151
4
Operating profit
2025
2024
Operating profit 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
(215,388)
221,419
Fees payable to the company's auditor for the audit of the company's financial statements
21,000
17,225
Depreciation of owned tangible fixed assets
691,790
375,517
(Profit)/loss on disposal of tangible fixed assets
-
3,166
Cost of stocks recognised as an expense
16,675,813
18,818,259
Operating lease charges
243,267
228,414
5
Employees

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

2025
2024
Number
Number
Sales, distribution and administrative staff
49
43

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,121,143
2,619,298
Social security costs
494,533
437,016
Pension costs
228,562
249,027
3,844,238
3,305,341
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 19 -
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
279,414
204,628
Company pension contributions to defined contribution schemes
21,174
9,499
300,588
214,127

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

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
183,361
185,639
Company pension contributions to defined contribution schemes
3,344
9,177

During the year, the directors were entitled to remuneration comprising salary and benefits in kind. In addition, under the terms of a service contract, one director is entitled to participate in a long‑term incentive arrangement equivalent to 25% of base salary, subject to performance objectives to be determined by the board.

At the reporting date, the performance objectives had not yet been defined and therefore no expense has been recognised in respect of this incentive. The company will recognise an expense in future periods once the objectives are established and the director’s entitlement can be reliably measured.

No amounts were payable or accrued at the year end in respect of this arrangement.

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
56,840
64,151
Other interest income
5,586
-
0
Total income
62,426
64,151
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
56,840
64,151
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 20 -
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
513,000
908,000
Adjustments in respect of prior periods
(31,413)
3,532
Double tax relief
(410,000)
(289,000)
Total UK current tax
71,587
622,532
Foreign current tax on profits for the current period
410,000
289,000
Adjustments in foreign tax in respect of prior periods
73,225
14,224
Total current tax
554,812
925,756
Deferred tax
Origination and reversal of timing differences
(81,000)
20,000
Total tax charge
473,812
945,756

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

2025
2024
£
£
Profit before taxation
1,604,487
3,703,219
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
401,122
925,805
Tax effect of expenses that are not deductible in determining taxable profit
3,592
2,117
Double tax relief
73,225
14,224
Under/(over) provided in prior years
(31,732)
3,532
Deferred tax adjustments in respect of prior years
27,897
-
0
Other adjustments
(292)
78
Taxation charge for the year
473,812
945,756
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
9
Tangible fixed assets
Freehold land and buildings
Leasehold improvements
Assets under construction
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 October 2024
1,722,497
452,625
-
0
2,156,225
2,438,916
339,166
90,903
7,200,332
Additions
-
0
-
0
36,653
82,799
15,260
19,525
-
0
154,237
At 30 September 2025
1,722,497
452,625
36,653
2,239,024
2,454,176
358,691
90,903
7,354,569
Depreciation and impairment
At 1 October 2024
437,034
139,465
-
0
722,407
368,305
229,233
49,097
1,945,541
Depreciation charged in the year
54,059
106,844
-
0
233,306
236,081
51,049
10,451
691,790
At 30 September 2025
491,093
246,309
-
0
955,713
604,386
280,282
59,548
2,637,331
Carrying amount
At 30 September 2025
1,231,404
206,316
36,653
1,283,311
1,849,790
78,409
31,355
4,717,238
At 30 September 2024
1,285,463
313,160
-
0
1,433,818
2,070,611
109,933
41,806
5,254,791
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
10
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
11
1
1
11
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Kalsec UK Limited
15 Merlin Park, Fred Dnnatt Road, Mildenhall, Bury St Edmunds, Suffolk, IP28 7RD
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Kalsec UK Limited
1
-
12
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
4,511,064
6,920,498
Carrying amount of financial liabilities
Measured at amortised cost
2,211,282
5,216,895
13
Stocks
2025
2024
£
£
Finished goods and goods for resale
4,901,984
4,252,041
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
4,502,664
6,885,223
Other debtors
8,400
35,275
Prepayments and accrued income
195,277
179,371
4,706,341
7,099,869
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 23 -
15
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
687,702
555,558
Amounts owed to group undertakings
868,852
4,105,029
Corporation tax
154,022
592,458
Other taxation and social security
369,323
421,021
Accruals and deferred income
654,728
556,308
2,734,627
6,230,374
16
Provisions for liabilities
2025
2024
£
£
Product claim
378,381
378,381
Movements on provisions:
Product claim
£
Additional provisions in the year
378,381

The company is currently subject to an investigation led by the French Direction Départementale de la Protection des Populations of Pas de Calais, concerning a product marketed by Kalsec in France where the company is suspected of placing a non-compliant food additive on the market. Kalsec, in conjunction with its legal representation, is defending this claim. The provision has been calculated based on management and legal expectations although the final outcome or completion date is still not known.

17
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
332,000
412,000
Retirement benefit obligations
(3,000)
(1,000)
Other
(9,000)
(10,000)
320,000
401,000
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
17
Deferred taxation
(Continued)
- 24 -
2025
Movements in the year:
£
Liability at 1 October 2024
401,000
Credit to profit or loss
(81,000)
Liability at 30 September 2025
320,000

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances, pensions and other provisions that are expected to mature within the same period.

18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
228,562
249,027

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.

19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2

The company has one class of ordinary shares which carry no right to fixed income. Each ordinary share ranks pari passu in regards to voting rights and the right to a dividend.

20
Profit and loss reserves

This reserve includes all current and prior period retained profits and losses.

KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
21
Operating lease commitments
As 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 1 year
256,169
229,992
Years 2-5
256,190
388,870
After 5 years
65,333
7,707
577,692
626,569
22
Related party transactions

During the year the company made purchases amounting to £15,101,176 (2024: £17,904,062) from the immediate parent undertaking and incurred management and other charges amounting to £351,609 (2024: £374,386). At the year end £868,852 (2024: £4,105,029) was owed to the parent company.

23
Ultimate controlling party

The parent undertaking for which group accounts are drawn up and of which the company is a member is Kalamazoo Holdings Inc., incorporated in the United States of America, and this is considered to be the ultimate parent undertaking and controlling party. The immediate parent undertaking is Kalsec Inc., also incorporated in the United States of America.

24
Cash generated from operations
2025
2024
£
£
Profit after taxation
1,130,675
2,757,463
Adjustments for:
Taxation charged
473,812
945,756
Investment income
(62,426)
(64,151)
(Gain)/loss on disposal of tangible fixed assets
-
3,166
Depreciation and impairment of tangible fixed assets
691,790
375,517
Movements in working capital:
(Increase)/decrease in stocks
(649,943)
352,913
Decrease/(increase) in debtors
2,393,528
(2,750,755)
(Decrease)/increase in creditors
(3,057,311)
2,914,935
Cash generated from operations
920,125
4,534,844
KALSEC EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 26 -
25
Analysis of changes in net funds
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
5,597,055
(164,934)
5,432,121
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