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Registration number: 02819125

Futura Foods UK Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2025

Futura Foods UK Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4 to 6
Statement of Directors' Responsibilities | 7
Independent Auditor's Report | 8 to 10
Profit and Loss Account | 11
Balance Sheet | 12
Statement of Changes in Equity | 13
Notes to the Financial Statements | 14 to 23

Futura Foods UK Limited

Company Information

Directors | M A Pedersen H Christiansen J Nielsen P R Simonsen W Wake

Company secretary | P R Simonsen

Registered office | The Priory Long Street Dursley Gloucestershire GL11 4HR

Solicitors | Burges Salmon LLP One Glass Wharf Bristol BS2 0ZX

Auditors | Hazlewoods LLP Staverton Court Staverton Cheltenham GL51 0UX

Futura Foods UK Limited

Strategic Report for the Year Ended 31 December 2025

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

Principal activity

The principal activity of the company is the purchase and sale of speciality food products.

Fair review of the business

The company operates within the dairy sector and has three distinct divisions; Retail, Food Service and Food Manufacturing.
2025 was a good year for the company as all three divisions saw significant turnover growth in spite of facing growing competitive pressure.
In addition to this, the ongoing war in Ukraine continued to affect the company’s supply chain costs as foodstuff prices for animal feed continued to be expensive. Furthermore, the geopolitical situation influenced and affected by leaders of major countries and economies created volatility in the financial markets, and resulted in currency and oil price fluctuations, which impacted the company’s cost base. Despite these volatilities, the company managed overall to mitigate this impact by managing its sales prices to its customers in the period.
The results for the year which are set out in the profit and loss account show turnover of £143,009,312 (2024 - £118,007,086) and an operating profit of £4,218,395 (2024 - £3,770,754). At 31 December 2025 the company had net assets of £10,369,805 (2024 - £9,403,617).
The Board considers the performance for the year and the financial position at the year end to be excellent.

The directors consider the main key performance indicators to be turnover growth and operating margin percentage. The reported turnover has increased from £118,007,086 in 2024 to £143,009,312 in 2025 which is an increase of 21.2%. Operating margin decreased from 3.2% in 2024 to 2.9% in 2025.

Principal risks and uncertainties

The company's operations expose it to a variety of ﬁnancial and commercial risks, the major ones being foreign exchange risk, stock obsolescence and uncertainties with important customers and suppliers as well as the global and political uncertainties. A risk management policy has been established and the directors are closely involved in running the business and are proactive in identifying and responding to relevant risks:
Foreign exchange risk
The company is exposed predominantly in Euros although the company invoices some customers in Euros to mitigate this risk. The company also manages the risk by taking forward contracts to ensure purchasing commitments are appropriately covered.
Stock obsolescence
Stock management is key to the company and it must continue to ensure it maintains a responsible and flexible supply chain and to minimise stock losses. Stock is checked at regular intervals to ensure product is within tolerance and the sales organisation is made aware of any potential issues with slow moving items.
Customers and suppliers
The company is exposed to fluctuations in market prices of dairy products, which is continually monitored. The directors' ability to assess the market risks depends largely on in-depth market knowledge and being aware of global trends and events affecting existing markets.
Global and political uncertainties
Global uncertainties, such as those caused by global pandemics, has the potential to negatively effect the level of turnover and profitability of the Company. The war in Ukraine and the Middle East have impacted the cost base of the Company's supply chain, and continuation of wars or indeed any further escalation may further adversely affect the profitability of the Company. It is also possible that leaders of major countries may take action(s) which unsettles the markets and create uncertainty which may adversely affect the profitability of the Company. The directors continuously monitor global events and take appropriate action to mitigate the impact of the Company.

Futura Foods UK Limited

Strategic Report for the Year Ended 31 December 2025

Section 172(1) statement

The Companies Act 2006 (‘the Act’) Section 172 set out the fundamental duty of directors of the company to act, in good faith, in accordance with their duties and to promote the success of the company for the benefit of the members as a whole. The following section of the Strategic Report describes how, in performing their duties in the year, the directors have had regard to the matters set out in Section 172 of the Act;
(a) the likely consequences of any decision in the long term
The directors continue to review, develop and prioritise long term business plans. The latest plan covering 2026 & 2027 was issued in 2025.

(b) the interests of the company's employees
The Board consider the employees as the greatest asset in the company and has continuously kept all employees informed on all matters affecting them as well as the company’s performance. Monthly company wide information events have taken place throughout the year. A personnel committee recommends and co-ordinates social events and awards. A HR consultancy firm provides further support to all employees and acts as a conduit for any concerns which the employees may have.

(c) the need to foster the company's business relationships with suppliers, customers and others
The Board’s ethos and policy is to develop and sustain long term partnerships with its stakeholders. The company exists to service its customer base, which is segregated into three main channels, Food Service, Food Manufacturing and Retail. The head of each sales channel and the account managers within those, work to fulfil the ethos and policy of the Board.
Likewise, the Board recognise that long term supplier relationships are a key factor in providing high quality products, and the company works together with its supplier base to constantly monitor and improve processes, if needed.

(d) the impact of the company's operations on the community and the environment
The Board recognise that the products the company procure and supply, and the operation it runs, all affect the community in which the company resides and the environment.
The fifth Corporate Social Responsibility report was issued by the company in 2025, and the report will be reviewed and updated yearly.

(e) the desirability of the company maintaining a reputation for high standards of business conduct
The directors hold high moral values in high esteem. These values are an integral part of the company, how it operates, and how all employees must act. The values are explained to all joining employees, listed on the company’s website and in personnel information and policies.

(f) the need to act fairly as between members of the company
The company has one shareholder. As a long-standing privately owned business, the relationship between the shareholder and directors is very important and is a key influence on the future success of the business. The directors provide information on Company strategy and performance, being always honest and transparent. Value is generated for the shareholder by supporting the overall Company to deliver the business plan. The shareholder can ask questions regarding the business and is provided with a copy of the Annual Report and regular financial updates after quarterly board meetings.

Approved by the Board on 1 April 2026 and signed on its behalf by:

P R Simonsen
Company secretary and director

Futura Foods UK Limited

Directors' Report for the Year Ended 31 December 2025

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

Directors of the company

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

M A Pedersen

H Christiansen

P M Humphrey (resigned 1 April 2026)

J Nielsen

P R Simonsen - Company secretary and director

W Wake

Dividends

Dividend of £2,500,000 (2024 - £2,000,000) was paid during the year.

Information included in the Strategic Report

Information on the engagement with contractors, suppliers, customers and others is included in the Strategic Report in s172(1) statement. The company’s business environment and risks, together with details of monitoring undertaken by the directors are dealt with elsewhere in the Strategic Report.

Expectations for the forthcoming year

The directors are expecting further turnover growth and an increase in profitability. However, uncertainty regarding the continued war in Ukraine, the wider geopolitical situation and their impact on supply chain cost. These factors may have an adverse impact due to possible further cost increases and thereby may affect the ﬁnancial performance of the company.

Going concern

The directors have prepared budgets and forecasts which indicate that the company will have adequate resources to continue in operational existence for the foreseeable future, being at least twelve months from the approval of these financial statements. The directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. As part of this assessment, consideration has been given to the wider group budgets and forecasts.

Streamlined energy and carbon reporting

The UK Government’s Streamlined Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019. Emissions are calculated by using the 2019 HM Government Environmental Reporting Guidelines, GHG Reporting protocol - Corporate Standard and the 2020 UK Governments’ Conversion Factors for Company Reporting. The data covers the company’s head office in Gloucestershire.

|  | 2025 |  | 2024
Energy consumption used to calculate emissions | kWh | 163,689 |  | 135,438
Scope 1 emissions | tonnes CO2e | 40.25 |  | 46.92
Scope 2 emissions | tonnes CO2e | 27.60 |  | 24.00
Scope 1 and 2 greenhouse gas emissions | tonnes CO2e | 67.85 |  | 70.92
CO2 emissions per employee | tonnes CO2e | 1.11 |  | 1.31
Scope 3 emissions | tonnes CO2e | 46.49 |  | 47.41
Total greenhouse gas emissions | tonnes CO2e | 114.33 |  | 118.33
CO2 emissions per employee (incl. Scope 3) | tonnes CO2e | 1.87 |  | 2.19

Futura Foods UK Limited

Directors' Report for the Year Ended 31 December 2025

Data is provided as tonnes of carbon dioxide equivalent (CO2e) for all operations. The company has chosen an intensity measure of emissions per employee.
We have reported on the emissions sources required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 apart from the exclusions noted. The reported sources fall within our Financial Statements and are for emissions over which we have financial control. We do not have responsibility for any emissions sources that are not included in our financial statements.
Scope 3 emissions, which are emissions which occur from sources not owned or controlled by the company, have been voluntarily disclosed for certain emissions relating to employee travel.
The company is constantly considering the environmental impact of its operations. Our company car policy reflects this. Our policy is to acquire cars which are either fully electric or plug-in hybrid. We also provide electrical wall charges in the company's car park at its head office in Gloucestershire.

Financial instruments

Objectives and policies

The company’s financial statements comprise cash and liquid resources, and various other items such as trade debtors, trade creditors that arise directly from operations. The main purpose of these financial instruments is to finance the operations of the company. The main risks arising from the company financial instruments are set out below:

Price risk, credit risk and liquidity risk

Price risk
Price risk is the risk that price changes will cause financial loss for the group. Through careful monitoring of the company’s marketplace and competitors the company’s exposure to price risk is kept to a minimum.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the company. The company's principal financial assets are bank balances, cash, trade and other debtors. The company's credit risk is primarily attributable to its trade receivables. The company's policies are aimed at minimising such losses through satisfactory credit worthiness procedures. The company runs credit checks on its customers on a regular basis. The limits are checked and monitored constantly to ensure that they are kept to terms.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing cash generation by its operations. The company constantly monitors the trading results to ensure that the company can meet its future obligations as they fall due.

Directors' liabilities

The company has indemnified, by means of directors’ and officers’ liability insurance, the directors of the company against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act. Such qualifying third party indemnity provision was in force during the year and is in force at the date of approving the Directors’ Report.

Disclosure of information to the auditors

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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Hazlewoods LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Futura Foods UK Limited

Directors' Report for the Year Ended 31 December 2025

Approved by the Board on 1 April 2026 and signed on its behalf by:

P R Simonsen
Company secretary and director

Futura Foods UK 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 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 apply them consistently;

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

• | state whether applicable United Kingdom 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 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.

Futura Foods UK Limited

Independent Auditor's Report to the Members of Futura Foods UK Limited

Opinion

We have audited the financial statements of Futura Foods UK Limited (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 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 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 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.

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.

Futura Foods UK Limited

Independent Auditor's Report to the Members of Futura Foods UK Limited

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, 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 Statement of Directors' Responsibilities set out on page 7, 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.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Futura Foods UK Limited

Independent Auditor's Report to the Members of Futura Foods UK Limited

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

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

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 this 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.

Rebecca Copping (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Staverton Court
Staverton
Cheltenham
GL51 0UX

9 April 2026

Futura Foods UK Limited

Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 143,009,312 | 118,007,086
Cost of sales |  | (132,086,095) | (108,284,574)
Gross profit |  | 10,923,217 | 9,722,512
Administrative expenses |  | (6,704,822) | (5,951,758)
Operating profit | 4 | 4,218,395 | 3,770,754
Other interest receivable and similar income | 5 | 763,088 | 498,027
Interest payable and similar charges | 6 | (359,895) | (397,259)
Profit before tax |  | 4,621,588 | 3,871,522
Taxation | 10 | (1,156,717) | (971,680)
Profit for the financial year |  | 3,464,871 | 2,899,842

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Futura Foods UK Limited

(Registration number: 02819125)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 11 | 1,043,091 | 938,114
Current assets |  |  |
Stocks | 12 | 8,834,284 | 7,178,673
Debtors | 13 | 24,471,514 | 23,047,693
Cash at bank and in hand |  | 58,812 | 74,383
|  | 33,364,610 | 30,300,749
Creditors: Amounts falling due within one year | 14 | (23,895,774) | (21,726,745)
Net current assets |  | 9,468,836 | 8,574,004
Total assets less current liabilities |  | 10,511,927 | 9,512,118
Provisions for liabilities | 16 | (143,439) | (108,501)
Net assets |  | 10,368,488 | 9,403,617
Capital and reserves |  |  |
Called up share capital | 17 | 402,220 | 402,220
Share premium reserve | 18 | 10,824 | 10,824
Profit and loss account | 18 | 9,955,444 | 8,990,573
Total equity |  | 10,368,488 | 9,403,617

Approved and authorised by the Board on 1 April 2026 and signed on its behalf by:

P R Simonsen
Company secretary and director

Futura Foods UK Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 January 2025 | 402,220 | 10,824 | 8,990,573 | 9,403,617
Profit for the year | - | - | 3,464,871 | 3,464,871
Dividends | - | - | (2,500,000) | (2,500,000)
At 31 December 2025 | 402,220 | 10,824 | 9,955,444 | 10,368,488

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 January 2024 | 402,220 | 10,824 | 8,090,731 | 8,503,775
Profit for the year | - | - | 2,899,842 | 2,899,842
Dividends | - | - | (2,000,000) | (2,000,000)
At 31 December 2024 | 402,220 | 10,824 | 8,990,573 | 9,403,617

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 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:
The Priory
Long Street
Dursley
Gloucestershire
GL11 4HR

| 2 | Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

Futura Foods UK Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available in respect of its financial statements. Exemptions have been taken in relation to the preparation of a statement of cash flows and disclosure of financial instruments.

Going concern

The directors have prepared budgets and forecasts which indicate that the company will have adequate resources to continue in operational existence for the foreseeable future, being at least twelve months from the approval of these financial statements. The directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. As part of this assessment, consideration has been given to the wider group budgets and forecasts.

Critical accounting 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 amounts 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.

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

The directors use estimates when calculating the provision for slow moving and obsolete stocks. This inherently contains an element of estimation uncertainty with assumptions based on historical information and knowledge of management. The carrying amount is £747,811 (2024 - £371,221).

The company offers sales rebates to certain customers as an incentive based on their level of sales during the year. The rebates generally follow the calendar year (Jan to Dec), however this will vary from customer to customer. Rebates are paid either annually, quarterly or monthly, with payment terms again varying from customer to customer. The carrying amount is £2,086,055 (2024 - £1,706,250).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the company's activities.

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. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current income 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 company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income 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 statement of financial position 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
Motor vehicles | 25% straight line
Office equipment and improvements | 20% - 33% straight line

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and deposits that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for goods sold in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out (FIFO) method.
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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

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.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as 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. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The whole of the turnover is attributable to the principal activity of the company being the sale of goods.
The analysis of the company's turnover for the year by market is as follows:

| 2025 £ | 2024 £
United Kingdom | 132,727,071 | 109,225,326
Rest of Europe | 10,282,241 | 8,781,760
| 143,009,312 | 118,007,086

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 4 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 351,417 | 253,890
Foreign exchange (gains)/losses | (330,215) | 184,421
Operating lease expense - property | 66,550 | 49,150

| 5 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest receivable from group companies | 738,668 | 468,036
Other finance income | 24,420 | 29,991
| 763,088 | 498,027

| 6 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowing facilities | 359,895 | 397,259

| 7 | Auditor's remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 41,900 | 39,900
Other fees to auditors |  |
Taxation compliance services | 4,410 | 4,200
All other non-audit services | 1,930 | 1,840
| 6,340 | 6,040

| 8 | Staff costs

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

| 2025 £ | 2024 £
Wages and salaries | 3,452,877 | 3,021,203
Social security costs | 399,160 | 273,288
Pension costs, defined contribution scheme | 171,181 | 157,998
| 4,023,218 | 3,452,489

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

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 2025 No. | 2024 No.
Administration and support | 38 | 36
Sales, marketing and distribution | 23 | 18
| 61 | 54

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 593,960 | 693,727
Company contributions to defined contribution pension schemes | 40,017 | 47,545
| 633,977 | 741,272

There were 4 (2024 - 4) directors who were members of the defined contribution pension scheme.

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 198,077 | 265,756
Company contributions to defined contribution pension scheme | 13,588 | 17,179

| 10 | Taxation

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

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 1,145,879 | 988,576
Deferred taxation |  |
Arising from origination and reversal of timing differences | 10,838 | (16,896)
Tax expense in the income statement | 1,156,717 | 971,680

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 | 4,621,588 | 3,871,522
Corporation tax at standard rate | 1,155,397 | 967,881
Effect of expense not deductible in determining taxable profit (tax loss) | 464 | 2,793
Fixed asset differences | 856 | 1,006
Total tax charge | 1,156,717 | 971,680

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Deferred tax

Deferred tax assets and liabilities

2025 | Liability £
Fixed asset timing differences | 69,276
Short term timing differences | (24,722)
| 44,554

2024 | Liability £
Fixed asset timing differences | 52,412
Short term timing differences | (18,696)
| 33,716

| 11 | Tangible assets

| Office equipment and improvements £ | Motor vehicles £ | Total £
Cost
At 1 January 2025 | 248,008 | 1,105,832 | 1,353,840
Additions | 85,735 | 450,148 | 535,883
Disposals | - | (181,715) | (181,715)
At 31 December 2025 | 333,743 | 1,374,265 | 1,708,008
Depreciation
At 1 January 2025 | 163,011 | 252,715 | 415,726
Charge for the year | 48,122 | 303,295 | 351,417
Eliminated on disposal | - | (102,226) | (102,226)
At 31 December 2025 | 211,133 | 453,784 | 664,917
Carrying amount
At 31 December 2025 | 122,610 | 920,481 | 1,043,091
At 31 December 2024 | 84,997 | 853,117 | 938,114

| 12 | Stocks

| 2025 £ | 2024 £
Finished goods and goods for resale | 8,834,284 | 7,178,673

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 13 | Debtors

| Note | 2025 £ | 2024 £
Trade debtors |  | 11,635,721 | 13,592,095
Amounts owed by group undertakings | 21 | 12,473,503 | 9,105,890
Other debtors |  | 6,154 | -
Prepayments |  | 197,141 | 282,445
VAT |  | 158,995 | 67,263
|  | 24,471,514 | 23,047,693
Less non-current portion |  | (1,372,600) | (3,158,375)
Total current debtors |  | 23,098,914 | 19,889,318

Non-current | 2025 £ | 2024 £
Amounts owed by group undertakings | 1,372,600 | 3,158,375
| 1,372,600 | 3,158,375

Amounts owed by group undertakings include £1,507,402 (2024 - £2,512,710) relating to the consideration receivable from Nordex Holding A/S on the disposal of the investment in Futura Foods Wales Limited on 31 December 2021 and accrues interest at the Bank of England base rate plus 1.95% per annum. An amount of £1,007,402 will be repaid to the company within the next year and the remaining £500,000 will be repaid within the next 2-5 years.
Amounts owed by group undertakings also includes payments in advance to Nordex Food A/S in relation to stock purchases. The balance outstanding as at 31 December 2025 is £9,845,984 (2024 - £5,079,627). This balance accrues daily interest at the base rate plus 1.95%. This amount is repayable on demand. The balance will be cleared down by offsetting against future stock purchases made from Nordex Food A/S.
Also included in this balance is £1,755,838 (2024 - £2,501,531) relating to a loan receivable from Nordex Holding A/S and accrues interest at the Bank of England base rate plus 1.95% per annum. An amount of £883,238 is due to be repaid to the company within the next year and the remaining £872,600 will be repaid in the next 2-5 years.
The remaining amounts owed by and due to group undertakings are repayable on demand, are unsecured and do not bear interest.
The company operates a facility whereby qualifying trade receivables are assigned to a third-party finance provider. Under the terms of the arrangement, the finance provider advances funds to the company based on an agreed percentage of the value of eligible receivables. The agreement is structured on a non-recourse basis. As a result, substantially all the risks and rewards associated with the assigned receivables have been transferred to the finance provider. At the reporting date, receivables with a gross value of £5,598,219 (2024 - £nil) had been assigned under the facility and derecognised.

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 14 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 15 | 5,315,257 | 8,570,619
Trade creditors |  | 15,178,574 | 10,497,625
Social security and other taxes |  | 102,282 | 89,240
Other creditors |  | 65,671 | 183,378
Accrued expenses |  | 3,164,265 | 2,284,823
Corporation tax liability | 10 | 69,725 | 101,060
|  | 23,895,774 | 21,726,745

| 15 | Loans and borrowings

| 2025 £ | 2024 £
Current loans and borrowings
Bank overdrafts | 5,315,257 | 8,570,619

The bank overdraft is secured by way of a charge over trade debtors and a fixed charge over all the current and future assets of the company.

| 16 | Provisions

| Deferred tax £ | Dilapidations £ | Total £
At 1 January 2025 | 33,716 | 74,785 | 108,501
Additional provisions | 10,838 | 24,100 | 34,938
At 31 December 2025 | 44,554 | 98,885 | 143,439

A provision is recognised for expected dilapidations costs to be incurred to reinstate the leased building to its original state at the end of the lease period and is based on management's best estimate.

| 17 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 402,220 | 402,220 | 402,220 | 402,220

The Ordinary shares each carry one voting right, a right to dividends declared at the discretion of the directors and a return of capital winding up.

Futura Foods UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 18 | Reserves

Share premium account
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Retained earnings
Retained earnings represent cumulative profits or losses net of dividends paid and other adjustments.

| 19 | Commitments under operating leases

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 81,100 | 49,700
Later than one year and not later than five years | 81,100 | 99,400
| 162,200 | 149,100

The amount of non-cancellable operating lease payments recognised as an expense during the year was £66,550 (2024 - £49,150).

| 20 | Dividends

| 2025 £ | 2024 £
Dividends paid | 2,500,000 | 2,000,000

| 21 | Related party transactions

The company has taken advantage of the exemptions available under FRS 102 from disclosing transactions with other wholly owned members of the group. The balances due from and to group companies been disclosed in notes 13 and 14 to these financial statements.
The directors are considered to be the key management personnel of the business and therefore the company has applied the exemption available under FRS 102 not to disclose key management personnel compensation.

| 22 | Parent and ultimate parent undertaking

The immediate parent undertaking of the company is Nordex Holding A/S which heads the smallest group in which the financial statements of the company are consolidated. Dronninglund Invest ApS is the largest group in which the financial statements of the company are consolidated. The consolidated financial statements of both Nordex Holding A/S and Dronninglund Invest ApS are available on request from the parent's registered office at Nordre Ringgade 2, DK-9330 Droninglund, Denmark.
The ultimate owner of the company is the Pedersen family.