Company registration number 02868696 (England and Wales)
MERCONA (G.B.) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
MERCONA (G.B.) LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 4
Directors' report
6
Directors' responsibilities statement
5
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 25
MERCONA (G.B.) LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mrs M. Reichardt-Demirtas
Mrs S L Austin
Company number
02868696
Registered office
Borlase House
Manor Farm
Cliddesden
Basingstoke
Hampshire
RG25 2JB
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
SW1Y 4BP
MERCONA (G.B.) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors have pleasure in presenting their report and the financial statements of the company for the year ended 31st December 2025.

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

The principal activity of the company during the year remained the sale of hair care and body care products under the own label brands of multiple retailers.

During the year, the company achieved a slight increase in turnover despite variable seasonal demand, alongside a strong improvement in profitability supported by product mix and effective cost management. Inventory levels at the year end remained at an appropriate level.

Looking ahead, trading performance will continue to be influenced by external factors, including seasonal conditions and consumer demand.

The company’s strategic focus remains consistent, with continued emphasis on growth within the own label sector through expansion and customer development. In the near term, priority will be given to strengthening the company’s position in the UK market.

FAIR REVIEW OF THE BUSINESS

During the year, the operating environment stabilised following a period of volatility in raw material cost and supply chains. However, cost pressures remain, particularly in labour and logistics. Administrative expenses also increased during the year, reflecting ongoing operational development in the business; however the company maintained improved profitability.

Management continues to monitor market conditions, competitor activity and cost developments closely to ensure the business remains responsive to external pressures. Cost control remains a key focus in maintain profitability.

MERCONA (G.B.) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
PRINCIPLE RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company are set out below:

Financial Risk Management

The company's operations expose it to a range of financial risks that include credit risk, liquidity risk, exchange rate risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company.

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the directors are implemented by the company's finance department. The exchange rate risk and the liquidity risk is managed by a team from the finance department and the directors and the ultimate liability of any risk lies with the parent company.

Price Risk

The company is exposed to commodity price risk as a result of its operations. However, given the size of the company's operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The director will revisit the appropriateness of this policy should the company's operations change in size or nature. The company has no exposure to equity securities price risk as it holds no listed or other equity investments. The ultimate risk of any liability of any price risk lies with the parent company.

Credit Risk

The company has implemented policies that require appropriate credit checks on potential customers before sales are made and monitoring outstanding balances on an ongoing basis.

Liquidity Risk

The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Interest Rate Cash Flow Risk

The company has both interest bearing assets and interest bearing liabilities. Interest bearing assets include only cash balances, all of which earn interest at a floating rate. The company does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied.

Exchange Rate Risk

The company monitors carefully the development of the exchange rate of the GBP vs the euro and uses hedging contracts to limit the exchange rate risk for their import requirements.

DEVELOPMENT AND PERFORMANCE

The company will continue to monitor the wider economic environment and respond as appropriate to market conditions. The company will also monitor currency movements and assess their potential impact on operations.

Key areas of focus include expanding the customer base within the UK, developing existing product ranges and pursuing new opportunities for growth. In addition, the directors will consider opportunities to diversify into related product areas where this supports the long-term sustainability and growth of the business.

MERCONA (G.B.) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
KEY PERFORMANCE INDICATORS

The company monitors its performance against its strategic objectives by means of key performance indicators. The main KPIs used are turnover, gross profit and administrative expenses, which are monitored regularly by the directors.

KPI | 2025 vs 2024 | 2025 | 2024 | 2023 | 2022 | 2021
Turnover | 1.4% | 26,385,948 | 25,749,565 | 25,070,563 | 20,963,233 | 14,697,196
Gross Profit | 19.5% | 6,207,594 | 5,196,076 | 3,493,804 | 1,811,977 | 2,116,991
Admin Expense | 30.8% | 2,065,435 | 1,579,022 | 1,917,699 | 1,494,379 | 1,683,227

On behalf of the board

Mrs S L Austin
Director
24 March 2026
MERCONA (G.B.) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

MERCONA (G.B.) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

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

Directors

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

Mrs M. Reichardt-Demirtas
Mrs S L Austin
Results and dividends

The results for the year are set out on page 11.

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

Auditor

TC Group are deemed to be re-appointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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

On behalf of the board
Mrs S L Austin
Director
24 March 2026
MERCONA (G.B.) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MERCONA (G.B.) LIMITED
- 7 -
Opinion

We have audited the financial statements of Mercona (G.B.) Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 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.

MERCONA (G.B.) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERCONA (G.B.) LIMITED
- 8 -

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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

MERCONA (G.B.) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERCONA (G.B.) LIMITED
- 9 -

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

MERCONA (G.B.) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MERCONA (G.B.) LIMITED
- 10 -

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Philip Clark FCCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
13 April 2026
Office: London
MERCONA (G.B.) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
Turnover
3
26,385,949
25,749,565
Cost of sales
(20,178,354)
(20,553,489)
Gross profit
6,207,595
5,196,076
Distribution costs
(546,499)
(601,215)
Administrative expenses
(2,065,436)
(1,579,022)
Other operating income
186,425
217,315
Operating profit
5
3,782,085
3,233,154
Interest payable and similar expenses
6
(222,010)
(191,749)
Profit before taxation
3,560,075
3,041,405
Tax on profit
8
(889,833)
(762,218)
Profit for the financial year
2,670,242
2,279,187

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

MERCONA (G.B.) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
9
14,609
14,395
Current assets
Stocks
10
7,724,124
9,298,032
Debtors
11
1,250,152
1,534,484
Cash at bank and in hand
5,339
3,928
8,979,615
10,836,444
Creditors: amounts falling due within one year
12
(2,517,126)
(7,043,983)
Net current assets
6,462,489
3,792,461
Total assets less current liabilities
6,477,098
3,806,856
Provisions for liabilities
Deferred tax liability
15
4,296
4,296
(4,296)
(4,296)
Net assets
6,472,802
3,802,560
Capital and reserves
Called up share capital
18
500,000
500,000
Profit and loss reserves
5,972,802
3,302,560
Total equity
6,472,802
3,802,560
The financial statements were approved by the board of directors and authorised for issue on 24 March 2026 and are signed on its behalf by:
Mrs S L Austin
Director
Company registration number 02868696 (England and Wales)
MERCONA (G.B.) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
500,000
1,023,373
1,523,373
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,279,187
2,279,187
Balance at 31 December 2024
500,000
3,302,560
3,802,560
Year ended 31 December 2025:
Profit and total comprehensive income
-
2,670,242
2,670,242
Balance at 31 December 2025
500,000
5,972,802
6,472,802
MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

Mercona (G.B.) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Borlase House, Manor Farm, Cliddesden, Basingstoke, Hampshire, United Kingdom, RG25 2JB.

1.1
Accounting convention

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

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

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Reichardt Expertise Fur Kosmetik GmBH & Co KG (Holding). These consolidated financial statements are available from its registered office, Registergericht Darmstadt, Handelsregister Abteilung A (HRA), Mathildenplatz 15, 64283 Darmstadt, Deutschland.

1.2
Going concern

At the time of approving these financial statements, the directors have a reasonable expectation that the company has adequate resources, to continue in operational existence for the foreseeable future.true

At the year-end, the company owed £1.1m (2024 - £1.3m) to its immediate parent, Emil Keissling GmbH.

Emil Keissling GmbH has confirmed that it will continue to provide financial support to the company and that it will not seek payment of the amount owed by the company, should that compromise the company’s ability to trade.

On this basis, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Turnover is recognised when the goods are physically delivered to the customer.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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:

Plant and equipment
Over 5 years
Computer software
Over 3 - 5 years

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
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, 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.

1.6
Cash and cash equivalents

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

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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.

MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
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 and loans from fellow group companies 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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
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.

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.

Derecognition of financial liabilities

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

1.8
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.

1.9
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 is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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.

1.11
Retirement benefits

The company operates a defined contribution scheme for its employees. Contributions are charged to the profit and loss account in the period in respect of which they become payable.

1.12
Leases

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.

1.13
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.

1.14

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In the opinion of the directors there are no significant judgements or areas of estimation uncertainty.

MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
3
Turnover and other revenue

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

2025
2024
£
£
Turnover analysed by class of business
Sale of products
26,385,948
25,749,565
Analysis per statutory database
26,385,948
25,749,565
Statutory database analysis does not agree to the trial balance by:
1
-
2025
2024
£
£
Commissions received
186,425
217,315
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
25,188,214
24,832,471
Rest of Europe
1,197,734
917,094
26,385,948
25,749,565
Analysis per statutory database
26,385,948
25,749,565
Statutory database analysis does not agree to the trial balance by:
1
-
4
Employees

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

2025
2024
Number
Number
Administrative staff
24
21
MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
994,904
939,318
Social security costs
128,153
94,831
Pension costs
85,980
72,879
1,209,037
1,107,028
5
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(147,272)
(357,721)
Fees payable to the company's auditors for the audit of the company's financial statements
22,392
25,833
Depreciation of owned tangible fixed assets
6,426
8,750
Operating lease charges
654,494
707,992
6
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
222,010
191,749
MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
205,242
176,917
Company pension contributions to defined contribution schemes
28,307
16,340
233,549
193,257

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

The directors are considered to be the key management personnel.

Remuneration disclosed above include the following amounts paid to the highest paid director:
Remuneration for qualifying services
205,242
-
0
Company pension contributions to defined contribution schemes
28,307
-
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
889,833
762,218

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
3,560,075
3,041,405
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
890,019
760,351
Tax in respect of timing differences
(186)
1,867
Taxation charge for the year
889,833
762,218
MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
9
Tangible fixed assets
Plant and equipment
Computer software
Total
£
£
£
Cost
At 1 January 2025
118,426
144,983
263,409
Additions
6,640
-
0
6,640
At 31 December 2025
125,066
144,983
270,049
Depreciation and impairment
At 1 January 2025
104,031
144,983
249,014
Depreciation charged in the year
6,426
-
0
6,426
At 31 December 2025
110,457
144,983
255,440
Carrying amount
At 31 December 2025
14,609
-
0
14,609
At 31 December 2024
14,395
-
0
14,395
10
Stocks
2025
2024
£
£
Finished goods and goods for resale
7,724,124
9,298,032
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,088,826
1,300,521
Other debtors
93,762
174,702
Prepayments and accrued income
67,564
59,261
1,250,152
1,534,484
MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
12
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans and overdrafts
13
384,439
3,878,199
Trade creditors
31,668
31,822
Amounts owed to group undertakings
1,051,850
2,310,024
Corporation tax
469,833
420,748
Other taxation and social security
63,160
45,323
Accruals and deferred income
516,176
357,867
2,517,126
7,043,983
13
Loans and overdrafts
2025
2024
£
£
Bank overdrafts
384,439
3,878,199
Payable within one year
384,439
3,878,199

Overdraft facilities have no expiry and are repayable on demand.

14
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
85,980
72,879

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.

MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
15
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
4,296
4,296
There were no deferred tax movements in the year.
16
Related party transactions

The company has taken advantage of the exemption under section 33.1A of FRS102 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company, which are publicly available.

The parent company has issued a guarantee to Commerzbank in respect of the company’s £6 million overdraft facility.

17
Operating lease commitments
Lessee

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

2025
2024
£
£
Within one year
56,667
85,000
Between two and five years
-
0
56,667
56,667
141,667
MERCONA (G.B.) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
18
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
500,000 Ordinary shares of £1 each
500,000
500,000

Each ordinary share entitles the holder to full voting rights, full entitlement in respect of dividends and on winding up.

19
Control

The Company’s immediate parent undertaking is Emil Kiessling GmbH, a company registered in Germany. The Company’s ultimate parent undertaking is Reichardt Expertise Fur Kosmetik GmBH & Co KG (Holding), a company also registered in Germany.

Reichardt Expertise Fur Kosmetik GmBH & Co KG (Holding) prepares consolidated financial statements, which include the financial statements of Mercona (G.B.) Limited, and which are publically available from the Company Secretary, whose registered office is Registergericht Darmstadt, Handelsregister Abteilung A (HRA), Mathildenplatz 15, 64283 Darmstadt, Deutschland.

The Company’s ultimate controlling party is Martina Reichardt-Demirtas.

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