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Rain Nutrience Holding Limited
Annual Report and Consolidated Financial Statements
Year Ended 30 September 2025

Registration number: 12098550

Rain Nutrience Holding Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3 to 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Consolidated Profit and Loss Account | 10
Consolidated Balance Sheet | 11
Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13
Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16 to 33

Rain Nutrience Holding Limited

Company Information

Directors | Mr R O'Connell Mr K D Dunbar

Registered office | Unit 21 Flightway Business Park Dunkeswell Honiton EX14 4RD

Auditors | PKF Francis Clark Statutory AuditorCentenary House Peninsula Park Rydon Lane Exeter EX2 7XE

Rain Nutrience Holding Limited

Strategic Report

Year Ended 30 September 2025

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

Principal activity

The principal activity of the group is the manufacture and supply of nutraceutical products and powdered functional foods primarily but not exclusively for e-commerce brands.

Fair review of the business

Group turnover has increased by £3,571k from £14,934k in 2024 to £18,505k in 2025. The group has had significant changes in the financial year. On 30 September 2025, Rain Nutrience Ltd, a subsidiary of Rain Nutrience Holding Limited, completed the acquisition of the trade and assets from Northman Nutrition Ltd, another subsidiary of Rain Nutrience Holding Limited. There have also been changes to their customer basis, which has led to new products, formats and markets.
EBITDA has increased by £130k from £1,417k in 2024 to £1,547k in 2025. This is due to both growth in the form of new customer acquisition but also a strong focus on organic growth opportunities with an established customer base.
The first phase of development on the 3.1 acre greenfield site has commenced with completion of this phase expected in financial year 2026. Although there is capacity headroom within the current site, the new site will position the business well to deliver multiples of current growth rates in the coming years.
The directors rely on a number of financial key performance indicators ‘KPIs’ which are analysed and reviewed on a regular basis. Turnover and EBITDA are considered to be the main KPI’s for the business, these are detailed in the Statement of Profit and Loss Account on page 10.

Principal risks and uncertainties

The directors identify and mitigate risks that could cause disruption of core trading activities.
Following the uncertainty at the time caused by Brexit the directors identified this area of risk and have since continued to pay close attention to ongoing factors affecting the global supply chain. Mitigation has been achieved by allocating staff resource to manage stock holding and to diversify the supply base, allowing faster reactions to identified delays and broadening the field.
The debtor ledger is continually monitored for areas of risk both internally and with the backing of third party support.
Volatility in raw material pricing requires monitoring and investment in staffing. The group will continue to monitor this to ensure that prices are captured and reflected in the pricing of the finished product.
Overall, the group continues to identify and mitigate risk.

Approved by the Board on 23 February 2026 and signed on its behalf by:

......................................... Mr R O'Connell Director | ......................................... Mr K D Dunbar Director |

Rain Nutrience Holding Limited

Directors' Report

Year Ended 30 September 2025

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

Directors of the group

The directors who held office during the year were as follows:

Mr R O'Connell

Mr K D Dunbar

Financial instruments
The group's principal financial instruments comprise bank balances and bank loans, trade creditors, trade debtors and loans to/from group companies. The main purpose of these instruments is to provide funds for the group's operations.
The group's approach to managing risks applicable to the financial instruments concerned is shown below.
The group is exposed to price movements in the market place. Management continually monitor price movements and trends and factor these into buying decisions and the pricing of goods to reduce price risk as much as possible.
Trade debtors are regularly monitored for amounts outstanding for both time and credit limits.
The group manages liquidity risk by maintaining adequate cash balances.
Trade creditors are managed by ensuring that sufficient funds are available to meet amounts due.
The group maintains bank accounts in multiple currencies to reduce the exchange rate risk.
Future developments
The group continues to grow their customer base, products and new markets which is the main focus of increasing revenue.
Dividends
Ordinary dividends were paid amount to £18,000 (2024: £33,708).

Important non adjusting events after the financial period

Since the balance sheet date, Rain Nutrience Holding Limited completed a drawdown of £849,737 under its existing mortgage facility with National Westminster plc. The funds will be used to continue developing the 3.1 acre greenfield site.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Rain Nutrience Holding Limited

Directors' Report

Year Ended 30 September 2025

Approved by the Board on 23 February 2026 and signed on its behalf by:

......................................... Mr R O'Connell Director | ......................................... Mr K D Dunbar Director |

Rain Nutrience Holding Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Rain Nutrience Holding Limited

Independent Auditor's Report to the Members of Rain Nutrience Holding Limited

Opinion

We have audited the financial statements of Rain Nutrience Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Rain Nutrience Holding Limited

Independent Auditor's Report to the Members of Rain Nutrience Holding Limited

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter prescribed by the Companies Act 2006

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

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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.

Rain Nutrience Holding Limited

Independent Auditor's Report to the Members of Rain Nutrience Holding Limited

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.

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:

Based on our understanding of the group and the industry in which it operates, we identified the principal risks of non-compliance with laws and regulations as relating to breaches around health and safety regulations, the General Data Protection Regulations ("GDPR") and the food safety regulations. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as The Companies Act 2006, and relevant tax legislation.
We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks were related to the overstatement of profit, either through overstating revenue, understating expenditure or management bias in accounting estimates.
Based on this understanding we designed our audit procedures to identify irregularities. Our procedures involved the following:
● Enquiries to members of senior management regarding their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the financial statements. As part of these enquiries we also discussed with management whether there have been any known instances of material fraud, of which there were none;
● Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
● Review of any health and safety incidents which have been reported under The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (“RIDDOR”) during the period;
● Review of the group's procedures in relation to GDPR and enquiries to management as to the occurrence and outcome of any reportable breaches;
● Review of food safety ratings and reports, and enquiries of management in relation to any ongoing food safety reviews and communications;
● Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
● Challenging assumptions and judgements made by management in its significant accounting estimates;
● Testing, on a sample basis, the recognition of revenue and costs, in particular around the year end date; and
● Examining draft tax computations and involving the use of our specialists as required.

Rain Nutrience Holding Limited

Independent Auditor's Report to the Members of Rain Nutrience Holding Limited

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 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.

......................................
Robert Deare (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor
Centenary House
Peninsula Park
Rydon Lane
Exeter
EX2 7XE

23 February 2026

Rain Nutrience Holding Limited

Consolidated Profit and Loss Account

Year Ended 30 September 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 18,505,469 | 14,933,652
Cost of sales |  | (11,748,869) | (9,501,028)
Gross profit |  | 6,756,600 | 5,432,624
Administrative expenses |  | (5,661,700) | (4,502,365)
Operating profit | 4 | 1,094,900 | 930,259
Other interest receivable and similar income | 8 | 23,665 | 17,125
Interest payable and similar expenses | 9 | (88,286) | (39,493)
|  | (64,621) | (22,368)
Profit before tax |  | 1,030,279 | 907,891
Tax on profit | 10 | (415,175) | (230,558)
Profit for the financial year |  | 615,104 | 677,333

Rain Nutrience Holding Limited

Consolidated Balance Sheet

30 September 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 11 | 66,312 | 74,601
Tangible assets | 12 | 4,675,032 | 3,772,754
|  | 4,741,344 | 3,847,355
Current assets |  |  |
Stocks | 14 | 1,330,597 | 1,252,402
Debtors | 15 | 2,530,055 | 2,482,845
Cash at bank and in hand |  | 2,193,993 | 1,143,497
|  | 6,054,645 | 4,878,744
Creditors: Amounts falling due within one year | 17 | (3,067,865) | (1,981,453)
Net current assets |  | 2,986,780 | 2,897,291
Total assets less current liabilities |  | 7,728,124 | 6,744,646
Creditors: Amounts falling due after more than one year | 17 | (627,056) | (231,782)
Provisions for liabilities | 20 | (398,100) | (407,000)
Net assets |  | 6,702,968 | 6,105,864
Capital and reserves |  |  |
Called up share capital | 22 | 100 | 100
Share premium reserve |  | 11,000 | 11,000
Profit and loss account |  | 6,691,868 | 6,094,764
Shareholders' funds |  | 6,702,968 | 6,105,864

Approved and authorised by the Board on 23 February 2026 and signed on its behalf by:

......................................... Mr R O'Connell Director | ......................................... Mr K D Dunbar Director |

Company Registration Number: 12098550

Rain Nutrience Holding Limited

Balance Sheet

30 September 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 12 | 4,533,563 | 3,700,229
Investments | 13 | 307,364 | 307,364
|  | 4,840,927 | 4,007,593
Current assets |  |  |
Debtors | 15 | 530,897 | 466,252
Cash at bank and in hand |  | 482,914 | 60,603
|  | 1,013,811 | 526,855
Creditors: Amounts falling due within one year | 17 | (713,236) | (206,018)
Net current assets |  | 300,575 | 320,837
Total assets less current liabilities |  | 5,141,502 | 4,328,430
Creditors: Amounts falling due after more than one year | 17 | (627,056) | (111,782)
Provisions for liabilities | 20 | (398,100) | (402,000)
Net assets |  | 4,116,346 | 3,814,648
Capital and reserves |  |  |
Called up share capital | 22 | 100 | 100
Profit and loss account |  | 4,116,246 | 3,814,548
Shareholders' funds |  | 4,116,346 | 3,814,648

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £319,698 (2024 - profit of £1,034,960).

Approved and authorised by the Board on 23 February 2026 and signed on its behalf by:

......................................... Mr R O'Connell Director | ......................................... Mr K D Dunbar Director |

Company Registration Number: 12098550

Rain Nutrience Holding Limited

Consolidated Statement of Changes in Equity

Year Ended 30 September 2025

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 October 2024 | 100 | 11,000 | 6,094,764 | 6,105,864
Profit for the year | - | - | 615,104 | 615,104
Dividends | - | - | (18,000) | (18,000)
At 30 September 2025 | 100 | 11,000 | 6,691,868 | 6,702,968

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 October 2023 | 100 | 11,000 | 5,451,139 | 5,462,239
Profit for the year | - | - | 677,333 | 677,333
Dividends | - | - | (33,708) | (33,708)
At 30 September 2024 | 100 | 11,000 | 6,094,764 | 6,105,864

Rain Nutrience Holding Limited

Statement of Changes in Equity

Year Ended 30 September 2025

| Share capital £ | Profit and loss account £ | Total £
At 1 October 2024 | 100 | 3,814,548 | 3,814,648
Profit for the year | - | 319,698 | 319,698
Dividends | - | (18,000) | (18,000)
At 30 September 2025 | 100 | 4,116,246 | 4,116,346

| Share capital £ | Profit and loss account £ | Total £
At 1 October 2023 | 100 | 2,813,296 | 2,813,396
Profit for the year | - | 1,034,960 | 1,034,960
Dividends | - | (33,708) | (33,708)
At 30 September 2024 | 100 | 3,814,548 | 3,814,648

Rain Nutrience Holding Limited

Consolidated Statement of Cash Flows

Year Ended 30 September 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Profit for the year |  | 615,104 | 677,333
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 4 | 451,963 | 486,732
Loss on disposal of tangible assets |  | 21,374 | 919
Finance income | 8 | (23,665) | (17,125)
Finance costs | 9 | 88,286 | 39,493
Income tax expense | 10 | 415,175 | 230,558
|  | 1,568,237 | 1,417,910
Working capital adjustments |  |  |
Increase in stocks | 14 | (78,195) | (69,252)
Increase in trade debtors | 15 | (47,210) | (498,315)
Increase in trade creditors | 17 | 1,116,212 | 316,445
Cash generated from operations |  | 2,559,044 | 1,166,788
Income taxes paid | 10 | (460,353) | (452,484)
Net cash flow from operating activities |  | 2,098,691 | 714,304
Cash flows from investing activities |  |  |
Interest received |  | 23,665 | 17,125
Acquisitions of tangible assets |  | (1,401,867) | (581,356)
Proceeds from sale of tangible assets |  | 34,541 | 4,791
Acquisition of intangible assets | 11 | - | (82,890)
Net cash flows from investing activities |  | (1,343,661) | (642,330)
Cash flows from financing activities |  |  |
Interest paid | 9 | (88,286) | (39,493)
Proceeds from bank borrowing draw downs |  | 431,829 | -
Repayment of bank borrowing |  | (160,000) | (80,000)
Repayment of other borrowing |  | - | (50,542)
Receipts from finance lease debtors |  | 240,452 | -
Payments to finance lease creditors |  | (110,529) | (112,840)
Dividends paid |  | (18,000) | (33,708)
Net cash flows from financing activities |  | 295,466 | (316,583)
Net increase/(decrease) in cash and cash equivalents |  | 1,050,496 | (244,609)
Cash and cash equivalents at 1 October |  | 1,143,497 | 1,388,106
Cash and cash equivalents at 30 September |  | 2,193,993 | 1,143,497

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 21
Flightway Business Park
Dunkeswell
Honiton
EX14 4RD

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention, modified to include certain items at fair value.
The functional currency is considered to be pounds sterling because that is the currency of the primary economic environment in which the company and group operates in.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2025.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Going concern

The directors are satisfied that the group has adequate resources available to discharge its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements and the group therefore continues to adopt the going concern basis in preparing its financial statements.
In making their assessment, the directors have fully considered the impact of the current economic environment and its potential impact on cash flow, working capital requirements and the ability for the group to service its loan finance.

Revenue recognition

Revenue is recognised when the risks and rewards associated with the group's products are transferred to the customer, which is either on despatch or delivery, depending on the inco terms agreed with each customer.

Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Deferred tax

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Land and buildings | 20% straight line
Furniture, fittings and equipment | 33% straight line
Motor vehicles | 20% reducing balance
Plant and machinery | 10% - 33% straight line

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | 10% straight line

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
The company recognises dividend income on receipt.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
The cost of finished goods and work in progress comprises direct materials. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
The group holds the following financial instruments:
• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
The group has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the group’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

3 | Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Sale of goods | 18,505,469 | 14,933,652

The analysis of the group's Turnover for the year by market is as follows:

| 2025 £ | 2024 £
UK | 17,631,052 | 13,886,745
Europe | 853,443 | 788,037
Rest of world | 20,974 | 258,870
| 18,505,469 | 14,933,652

4 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 443,674 | 478,443
Amortisation expense | 8,289 | 8,289
Foreign exchange losses | 10,524 | 3,041
Loss on disposal of property, plant and equipment | 21,374 | 919

5 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries (including agency) | 6,893,292 | 4,977,055
Social security costs | 628,301 | 364,499
Pension costs, defined contribution scheme | 173,919 | 94,878
Other employee expense | 3,283 | 4,058
| 7,698,795 | 5,440,490

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Staff | 132 | 111
Directors | 2 | 2
| 134 | 113

6 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 554,539 | 161,617

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 295,757 | 152,907

7 | Auditor's remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 4,500 | 4,000

8 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on bank deposits | 23,665 | 17,125

9 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 135 | -
Interest on obligations under finance leases and hire purchase contracts | 24,572 | 21,359
Interest expense on other finance liabilities | 63,579 | 18,134
| 88,286 | 39,493

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

10 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 424,075 | 228,750
UK corporation tax adjustment to prior periods | - | 22,758
| 424,075 | 251,508
Deferred taxation |  |
Arising from origination and reversal of timing differences | (8,900) | (20,950)
Tax expense in the income statement | 415,175 | 230,558

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 1,030,279 | 907,891
Corporation tax at standard rate | 257,570 | 226,973
Increase in tax from adjustment for prior periods | - | 22,508
Tax increase/(decrease) from effect of capital allowances and depreciation | 6,245 | (2,221)
Effect of expense not deductible in determining taxable profit | 5,000 | 5,381
Increase from tax losses for which no deferred tax asset was recognised | 43,110 | -
Tax increase/(decrease) from other tax effects | 103,250 | (22,083)
Total tax charge | 415,175 | 230,558

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Accelerated capital allowances | 398,100
| 398,100

2024 | Liability £
Accelerated capital allowances | 407,000
| 407,000

Company

Deferred tax assets and liabilities

2025 | Liability £
Accelerated capital allowances | 398,100
| 398,100

2024 | Liability £
Accelerated capital allowances | 402,000
| 402,000

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

11 | Intangible assets

Group

| Goodwill £ | Total £
Cost or valuation
At 1 October 2024 | 82,890 | 82,890
At 30 September 2025 | 82,890 | 82,890
Amortisation
At 1 October 2024 | 8,289 | 8,289
Amortisation charge | 8,289 | 8,289
At 30 September 2025 | 16,578 | 16,578
Carrying amount
At 30 September 2025 | 66,312 | 66,312
At 30 September 2024 | 74,601 | 74,601

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

12 | Tangible assets

Group

| Leasehold land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Properties under construction £ | Plant and machinery £ | Total £
Cost or valuation
At 1 October 2024 | 1,018,199 | 105,084 | 101,858 | 1,648,249 | 2,664,088 | 5,537,478
Additions | 85,794 | 134,436 | 26,440 | 782,553 | 372,644 | 1,401,867
Disposals | (10,882) | (30,018) | (27,485) | - | (51,470) | (119,855)
At 30 September 2025 | 1,093,111 | 209,502 | 100,813 | 2,430,802 | 2,985,262 | 6,819,490
Depreciation
At 1 October 2024 | 757,718 | 49,363 | 39,591 | - | 918,052 | 1,764,724
Charge for the year | 104,119 | 47,741 | 14,055 | - | 277,759 | 443,674
Eliminated on disposal | (9,610) | (16,640) | (15,008) | - | (22,682) | (63,940)
At 30 September 2025 | 852,227 | 80,464 | 38,638 | - | 1,173,129 | 2,144,458
Carrying amount
At 30 September 2025 | 240,884 | 129,038 | 62,175 | 2,430,802 | 1,812,133 | 4,675,032
At 30 September 2024 | 260,481 | 55,721 | 62,267 | 1,648,249 | 1,746,036 | 3,772,754

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

| 2025 £ | 2024 £
Plant and machinery | 497,120 | 302,383

Company

| Leasehold land and buildings £ | Motor vehicles £ | Properties under construction £ | Plant and machinery £ | Total £
Cost or valuation
At 1 October 2024 | 1,007,317 | 101,858 | 1,648,249 | 2,649,510 | 5,406,934
Additions | 84,522 | 26,440 | 782,553 | 361,485 | 1,255,000
Disposals | - | (27,485) | - | (36,892) | (64,377)
At 30 September 2025 | 1,091,839 | 100,813 | 2,430,802 | 2,974,103 | 6,597,557
Depreciation
At 1 October 2024 | 749,062 | 39,591 | - | 918,052 | 1,706,705
Charge for the year | 103,165 | 14,055 | - | 274,339 | 391,559
Eliminated on disposal | - | (15,008) | - | (19,262) | (34,270)
At 30 September 2025 | 852,227 | 38,638 | - | 1,173,129 | 2,063,994
Carrying amount
At 30 September 2025 | 239,612 | 62,175 | 2,430,802 | 1,800,974 | 4,533,563
At 30 September 2024 | 258,255 | 62,267 | 1,648,249 | 1,731,458 | 3,700,229

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

| 2025 £ | 2024 £
Plant and machinery | 497,120 | 302,383

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

13 | Investments

Company

| Subsidiaries £
Cost or valuation
At 1 October 2024 | 307,364
At 30 September 2025 | 307,364
Carrying amount
At 30 September 2025 | 307,364
At 30 September 2024 | 307,364

Details of undertakings

At the balance sheet date the company holds investments in the following companies:
Rain Nutrience Ltd - manufacture and supply of nutraceutical products
Northman Nutrition Ltd - manufacture and supply of nutraceutical products
RainUK Property Limited - dormant
All investments are in 100% of the ordinary share capital. The registered office of each company is the same as that disclosed in note 1.

14 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Raw materials and consumables | 1,083,786 | 898,346 | - | -
Work in progress | 153,844 | 347,679 | - | -
Finished goods and goods for resale | 92,967 | 6,377 | - | -
| 1,330,597 | 1,252,402 | - | -

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

15 | Debtors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 2,065,895 | 2,013,784 | - | -
Amounts owed by group undertakings | - | - | 525,586 | 466,095
Other debtors | 11,562 | 234,079 | 5,311 | 157
Prepayments | 452,598 | 234,982 | - | -
| 2,530,055 | 2,482,845 | 530,897 | 466,252

16 | Analysis of changes in net debt

Group

| At 1 October 2024 £ | Financing cash flows £ | New finance leases £ | At 30 September 2025 £
Cash and cash equivalents |  |  |  |
Cash | 1,143,497 | 1,050,496 | - | 2,193,993
Borrowings |  |  |  |
Long term borrowings | - | (431,829) | - | (431,829)
Borrowings | (200,000) | 160,000 | - | (40,000)
Lease liabilities | (190,521) | 110,529 | (240,452) | (320,444)
| (390,521) | (161,300) | (240,452) | (792,273)
| 752,976 | 889,196 | (240,452) | 1,401,720

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

17 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 18 | 165,217 | 158,739 | 125,217 | 78,739
Trade creditors |  | 1,765,076 | 843,541 | 367,465 | 20,701
Social security and other taxes |  | 307,788 | 392,608 | 56,782 | 25,856
Other creditors |  | 122,542 | 78,425 | 25,247 | 32,343
Accruals |  | 335,896 | 217,764 | 111,014 | 36,379
Corporation tax |  | 73,722 | 110,000 | 27,511 | 12,000
Payments on account |  | 297,624 | 180,376 | - | -
|  | 3,067,865 | 1,981,453 | 713,236 | 206,018
Due after one year |  |  |  |  |
Loans and borrowings | 18 | 627,056 | 231,782 | 627,056 | 111,782

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

18 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 431,829 | 120,000 | 431,829 | -
Hire purchase contracts | 195,227 | 111,782 | 195,227 | 111,782
| 627,056 | 231,782 | 627,056 | 111,782

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 40,000 | 80,000 | - | -
Hire purchase contracts | 125,217 | 78,739 | 125,217 | 78,739
| 165,217 | 158,739 | 125,217 | 78,739

Non-current bank borrowings compromise a mortgage with National Westminster plc for £431,829. The mortgage is denominated in pounds sterling with a nominal interest rate of 1.85% per annum above the Bank of England base rate. The loan is repayable 20 years after the loan or the first part of it is drawn. Bank borrowings are secured by a fixed charge over the property held by Rain Nutrience Holding Limited and by the assets of its subsidiary, Rain Nutrience Limited.
Current bank borrowings relates to a Coronavirus Business Interruption Loan Scheme (CBILS) which was taken out on 29 September 2020. £40,000 due less than one year. The CBILS loan is secured by fixed and floating charges over the assets of the company.

19 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 125,217 | 78,739
Later than one year and not later than five years | 195,227 | 111,782
| 320,444 | 190,521

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 49,216 | 11,533
Later than one year and not later than five years | 1,915 | 5,761
| 51,131 | 17,294

The amount of non-cancellable operating lease payments recognised as an expense during the year was £13,612 (2024 - £14,993).

Company

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 125,217 | 78,739
Later than one year and not later than five years | 195,227 | 111,782
| 320,444 | 190,521

20 | Provisions for liabilities

Group

| Deferred tax £ | Total £
At 1 October 2024 | 407,000 | 407,000
Decrease in existing provisions | (8,900) | (8,900)
At 30 September 2025 | 398,100 | 398,100

Company

| Deferred tax £ | Total £
At 1 October 2024 | 402,000 | 402,000
Decrease in existing provisions | (3,900) | (3,900)
At 30 September 2025 | 398,100 | 398,100

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

21 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £173,919 (2024 - £94,878).

22 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 100 | 100 | 100 | 100

23 | Dividends

Interim dividends paid

|  | 2025 £ |  | 2024 £
Interim dividend of £180.00 (2024 - £337.08) per each Ordinary share |  | 18,000 |  | 33,708

24 | Commitments

Group

Capital commitments

The total amount contracted for but not provided in the financial statements was £1,125,547 (2024 - £Nil).

Company

Capital commitments

The total amount contracted for but not provided in the financial statements was £1,125,547 (2024 - £Nil).

25 | Non adjusting events after the financial period

Since the balance sheet date, Rain Nutrience Holding Limited completed a drawdown of £849,737 under its existing mortgage facility with National Westminster plc. The funds will be used to continue developing the 3.1 acre greenfield site.

Rain Nutrience Holding Limited

Notes to the Financial Statements

Year Ended 30 September 2025

26 | Related party transactions

Group

Expenditure with and payables to related parties

2025 | Entities with joint control or significant influence £
Purchase of goods | 307,075
Rendering of services | 129,400
Leases | 186,237
| 622,712
Amounts payable to related party | 41,600

2024 | Entities with joint control or significant influence £
Purchase of goods | 468,332
Rendering of services | 387,000
Leases | 169,919
| 1,025,251
Amounts payable to related party | 117,763