Company registration number 03526628 (England and Wales)
DR SCHAR UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
DR SCHAR UK LIMITED
COMPANY INFORMATION
Director
Mr D G Lockett
Secretary
Ms G McCall
Company number
03526628
Registered office
401 Faraday Street
Birchwood Park
Warrington
WA3 6GA
Auditor
MHA
Richard House
9 Winckley Square
Preston
PR1 3HP
DR SCHAR UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 5
Director's responsibilities statement
6
Independent auditor's report
7 - 9
Statement of income and retained earnings
10
Balance sheet
11
Statement of cash flows
12
Notes to the financial statements
13 - 27
DR SCHAR UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Principal activities

The company continues to manufacture, import, and sell products which cater for consumers with special nutritional needs, specifically gluten free products.

It is estimated that 1% of the population has coeliac disease and a further 6% have a sensitivity to gluten which could be treated by avoiding gluten containing products, so it is believed there is plenty of scope for the business to develop further in the Retail and Food Service channels.

Review of the business

2025 has built on a strong exit from 2024, and capitalised on the opportunities secured for new business.

The results for the year exceeded expectations with Turnover, Gross Margins, and overall profit exceeding the target for 2025. Performance from products sourced from Europe were the driver of this.

Principal risks and uncertainties

Business risks and uncertainties facing the company are regularly reviewed, appropriate action taken. The following issues are the principal risks and uncertainties faced by the company.

Foreign currency risk

The company is exposed to foreign currency risks due to trading carried out within Europe. These risks are managed with support from Group Treasury.

Credit risk

The company is exposed to the usual credit risk and cashflow risk associated with sales being made on credit and manages this through strong credit control procedures.

Liquidity risk

The liquidity risk of the company is considered to be low because the company has a healthy balance sheet position at the year end and strong cashflow generated from operations, which will continue to support company operations and future investment. In 2025, the company entered into a cash pooling agreement with the parent company, which further mitigates short term cash flow issues, and also enables better management of foreign exchange risk. We entered into the cash pooling arrangement in October 2025. This has reduced our cash balance shown at the end of 2025, replacing this with intercompany debtor and creditor balances.

As at December 2026, we will be fully integrated into the Group cash pooling agreement. We therefore anticipate a £nil cash balance at the end of 2026, with a net intercompany debtor balance.

Market risk

The company sells products into the Healthcare, Food Service and Retail (UK & Ireland) markets. Each market has specific risks associated with it. To mitigate these risks, the company works closely with major retailers and sets strategies to ensure that the company’s branded products work alongside retailer own label offerings. It also maintains a good balance between the sectors.

Quality risk

The company sources its products from large industrial gluten-free manufacturing sites owned by the Group where focus on quality control is the highest priority.

The UK based manufacturing site also adheres to those standards, and consistently receives a high BRC rating.

Logistics risk

As the company utilises the services of several specialist 3rd Party Warehouse and Logistic Providers it is not directly exposed to the risks in the UK Logistics Market.

DR SCHAR UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Development and performance

Plans for 2026 target continued growth for the business as a whole. The change in profile of sales however is anticipated to adversely impact margin %. There is continued focus on profitable growth, ensuring that profitability is maintained on current business and new business is critically appraised on its contribution to this.

Key performance indicators
Other information and explanations

Employees

The company adopts employment practices which ensure equal opportunities for all, irrespective of gender, race, religion, age, sexual orientation or disability. It invests heavily in the learning and development of all its’ people to ensure that the company have the right people in the right place with the right skills. It also has an active employee listening strategy, designed to foster engagement with employees and continually improving its’ workplace climate & culture.

Future Developments

The Food Service business is a key area of focus for the business, and resource has been increased in this area to ensure the growth we have seen over the past years continues.

Sales of manufactured products from the Glasgow site continues to be an area of focus for growth. This further improves the profitability of the company as the utilisation of site increases. We continue to build on the Schar branded products being produced there.

DR SCHAR UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Section 172 statement

Compliance with duty

Companies Act 2006, Section 172

Duty to promote the success of the company

A director of a company must act in the way he considers, in good faith, would be most likely to promote the

success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to —

a. the likely consequences of any decision in the long term,

b. the interests of the company's employees,

c. the need to foster the company's business relationships with suppliers, customers and others,

d. the impact of the company's operations on the community and the environment,

e. the desirability of the company maintaining a reputation for high standards of business conduct, and

f. the need to act fairly as between members of the company

The director considers he has acted in good faith to promote the success of the company on behalf of all stakeholders during the year ending 31 December 2025.

The director monitors and reviews strategic objectives against long terms plans. Reviews with Senior Leaders are held monthly, assessing financial performance, operational performance, and people.

Strong purchase ledger processes are in place to ensure adherence to customer credit terms, fostering a strong collaborative relationship with suppliers.

Debtor management ensures aged debt is minimised. Any perceived risk is provided for.

The importance of regular engagement with employees is recognised, and regular updates on company performance, and other matters affecting them are held. Various working groups, consisting of a cross section of the workforce are also in place to ensure employees have a voice.

Shareholders are kept informed of company performance and outlook through a formal Group Planning and forecasting process. More regular, monthly reviews are held with the Group CFO.

On behalf of the board

Mr D G Lockett
Director
27 February 2026
DR SCHAR UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £2,000,000. The director does not recommend payment of a further dividend.

Director

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

Mr D G Lockett
Energy and carbon report

We have calculated our Greenhouse Gas (GHG) emissions in accordance with the UK Government Environmental Reporting Guidelines: Streamlined Energy and Carbon Reporting (SECR) Guidance and the GHG Protocol Corporate Accounting and Reporting Standard.

We have reported on all material energy use and carbon emissions (Scope 1 and Scope 2) for which we hold operational control.

Electricity emissions are calculated using a location-based method.

The reporting boundary includes all UK assets where the company has operational control.

Energy usage for our office located at Warrington has been excluded from this report. This is a leased site where electricity, heating, and cooling are provided by the landlord as a bundled service charge, and independent sub-metering data is not available to the tenant.

The reporting period is 1 January to 31 December, in-line with the financial reporting period for the company.

Comparative figures for prior years are not provided, as 2025 is the first year of reporting.

2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
1,841,798
-
- Electricity purchased
595,348
-
2,437,146
-
DR SCHAR UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
373.33
-
- Refrigerant
118.29
-
491.62
-
Scope 2 - indirect emissions
- Electricity purchased
105.38
-
Scope 3 - other indirect emissions
- Fuel for Hire Vehicles
1.04
-
Total gross emissions
598.04
-
Intensity ratio
Tonnes per £m revenue
85
Quantification and reporting methodology

We have used the 2025 UK Government GHG Conversion Factors for Company Reporting to convert energy consumption (kWh) into carbon emissions (tCO2e).

Intensity measurement

The intensity ratio has been calculated using revenue from sales of product manufactured at the Glasgow site. This forms part of the overall company sales figure reported in our Financial Statements, the remainder being from products purchased from our sister companies in Europe and other third-party manufacturers. As the manufacturing site at Glasgow is the main source of emissions, using the sales revenue from just those products manufactured at that site provides a comparable metric for the intensity ratio.

Measures taken to improve energy efficiency

We have a continued program of review for all motors on site to assess efficiency, and ensure they are not overrated for the task performed. We have also purchased a new air compressor, replacing original kit with more energy efficient equipment.

All lighting on site has been replaced to use LED lamps, and lighting monitors/sensors have been installed where appropriate to turn off lights when not required.

Statement of disclosure to auditor

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

On behalf of the board
Mr D G Lockett
Director
27 February 2026
DR SCHAR UK LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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. He is 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.

DR SCHAR UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF DR SCHAR UK LIMITED
- 7 -
Opinion

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

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 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 ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

DR SCHAR UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF DR SCHAR UK LIMITED (CONTINUED)
- 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 director's 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 director's report have been prepared in accordance with applicable legal requirements.

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 director's r eport.

Matters on which we are required to report by exception

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

- Enquiries with management, including directors, about any known or suspected instances of non-compliance with laws and regulations and fraud;

- Challenging assumptions and judgments made by management in their significant accounting estimates, in particular in relation to stock provisions;

- Auditing the risk of fraud in revenue by testing a sample of revenue transactions to goods despatch and other records, to ensure the revenue is not materially overstated in the financial statements;

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness; and

- Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries.

DR SCHAR UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF DR SCHAR UK LIMITED (CONTINUED)
- 9 -

Owing to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Use of our report

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.

Paul Locker BSc(Hons) FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Preston, United Kingdom
27 February 2026
2026-05-12
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
DR SCHAR UK LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£'000
£'000
Turnover
3
48,653
45,112
Cost of sales
(29,338)
(27,496)
Gross profit
19,315
17,616
Distribution costs
(4,756)
(4,273)
Administrative expenses
(11,704)
(11,931)
Other operating income
67
91
Operating profit
4
2,922
1,503
Interest receivable and similar income
8
50
25
Interest payable and similar expenses
9
(16)
(46)
Profit before taxation
2,956
1,482
Tax on profit
10
(998)
78
Profit for the financial year
1,958
1,560
Retained earnings brought forward
10,254
8,694
Dividends
11
(2,000)
-
0
Retained earnings carried forward
10,212
10,254

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

DR SCHAR UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
12
1,779
2,492
Tangible assets
13
1,535
1,787
3,314
4,279
Current assets
Stocks
14
2,691
2,052
Debtors
15
16,377
8,661
Cash at bank and in hand
1,096
3,335
20,164
14,048
Creditors: amounts falling due within one year
16
(13,140)
(7,947)
Net current assets
7,024
6,101
Net assets
10,338
10,380
Capital and reserves
Called up share capital
19
2
2
Share premium account
20
124
124
Profit and loss reserves
10,212
10,254
Total equity
10,338
10,380
The financial statements were approved and signed by the director and authorised for issue on 27 February 2026
Mr D G Lockett
Director
Company registration number 03526628 (England and Wales)
DR SCHAR UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
25
1,558
2,084
Interest paid
(16)
(46)
Income taxes paid
(1,405)
(162)
Net cash inflow from operating activities
137
1,876
Investing activities
Purchase of tangible fixed assets
(426)
(95)
Proceeds from disposal of tangible fixed assets
-
0
(1)
Interest received
50
25
Net cash used in investing activities
(376)
(71)
Financing activities
Dividends paid
(2,000)
-
0
Net cash used in financing activities
(2,000)
-
Net (decrease)/increase in cash and cash equivalents
(2,239)
1,805
Cash and cash equivalents at beginning of year
3,335
1,530
Cash and cash equivalents at end of year
1,096
3,335
DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Dr Schar UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 401 Faraday Street, Birchwood Park, Warrington, WA3 6GA.

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 £'000.

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

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Management have produced budgets for the company in conjunction with the group cash-pooling arrangement, showing the ability to pay creditors where they fall due, thus the director has continued to adopt the going concern basis in preparing the financial statements.

1.3
Turnover

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

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets - goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised at a rate of 14.3% straight line.

During the year, the Directors have adopted Group accounting policies for amortisation. The ongoing impact of this is an increase of £134,000 to our charge which will be repeated in coming years, and a one off charge of £267,000 in 2025. This has increased the amortisation charge this year a nd reduced the asset value by £631,000.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Intangible fixed assets other than goodwill

Brands

Intangible fixed assets purchased separately from the business are capitalised at their cost at acquisition. The intangible assets relate to acquired brands and are being amortised to nil by equal annual instalments over their useful economic lives which is considered to be seven years. The brands are now fully amortised.

Trademarks

Trademarks are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful lives of 4 years. The trade marks are now fully amortised.

1.7
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:

Leasehold improvements
10% - 11.1% straight line
Plant and machinery
12.5% - 14% straight line
Fixtures and equipment
12% - 20% straight line

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.

During the year, the Directors have adopted Grou p accounting policies for depreciation. The ongoing impact of this is an increase of £57,000 to our charge which will be repeated in coming years, and a one off charge of £172,000 in 2025. This has increased the depreciation charge and reduced the net book value of assets by £229,000.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.10
Cash and cash equivalents

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

1.11
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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 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.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
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 loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Other financial liabilities

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

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

Derecognition of financial liabilities

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

1.12
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.

1.13
Hedge accounting

The company designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as either fair value hedges or cash flow hedges. At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

1.17
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.

1.18
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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

There were no significant areas of judgement.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful lifetime of goodwill

The recoverable amount of goodwill is based on value in use which requires estimates in respect of the allocation of goodwill to cash generating units, the future cash flows and an appropriate WACC discount rate. The key inputs to the value in use calculations are the discount rate and future earnings growth. The directors have made estimates when considering the useful economic life of the hived up subsidiary.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
3
Turnover and other revenue
2025
2024
£'000
£'000
Turnover analysed by class of business
Sales, marketing and distribution of gluten free and low protein dietary products
48,653
45,112
2025
2024
£'000
£'000
Turnover analysed by geographical market
United Kingdom
45,644
42,734
Rest of the European Union
3,009
2,378
48,653
45,112
2025
2024
£'000
£'000
Other revenue
Interest income
50
25
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange losses/(gains)
195
(266)
Research and development costs
758
691
Depreciation of owned tangible fixed assets
678
435
(Profit)/loss on disposal of tangible fixed assets
-
6
Amortisation of intangible assets
713
312
Operating lease charges
274
398
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
35
31
DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
6
Employees

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

2025
2024
Number
Number
Management and administration
55
52
Manufacturing
38
35
Total
93
87

Their aggregate remuneration comprised:

2025
2024
£'000
£'000
Wages and salaries
3,965
3,669
Social security costs
445
400
Pension costs
149
146
4,559
4,215
7
Director's remuneration
2025
2024
£'000
£'000
Remuneration for qualifying services
182
272
Company pension contributions to defined contribution schemes
16
17
198
289

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

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£'000
£'000
Remuneration for qualifying services
n/a
109
Company pension contributions to defined contribution schemes
n/a
10

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
8
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Interest on bank deposits
28
25
Interest receivable from group companies
22
-
0
Total income
50
25
2025
2024
Investment income includes the following:
£'000
£'000
Interest on financial assets not measured at fair value through profit or loss
50
25
9
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
4
38
Other finance costs:
Other interest
12
8
16
46
10
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
950
524
Adjustments in respect of prior periods
-
0
(54)
Total current tax
950
470
Deferred tax
Origination and reversal of timing differences
(30)
(112)
Adjustment in respect of prior periods
78
-
0
Other adjustments
-
0
(436)
Total deferred tax
48
(548)
Total tax charge/(credit)
998
(78)
DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 22 -

The actual charge/(credit) 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
£'000
£'000
Profit before taxation
2,956
1,482
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
739
371
Tax effect of expenses that are not deductible in determining taxable profit
1
14
Tax effect of income not taxable in determining taxable profit
(2)
-
0
Unutilised tax losses carried forward
-
0
(436)
Depreciation on assets not qualifying for tax allowances
4
27
Amortisation on assets not qualifying for tax allowances
178
-
0
Under/(over) provided in prior years
-
0
(54)
Deferred tax adjustments in respect of prior years
78
-
0
Taxation charge/(credit) for the year
998
(78)
11
Dividends
2025
2024
£'000
£'000
Final paid
2,000
-
0
DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
12
Intangible fixed assets
Goodwill and brands
Trade marks
Total
£'000
£'000
£'000
Cost
At 1 January 2025 and 31 December 2025
20,688
5
20,693
Amortisation and impairment
At 1 January 2025
18,196
5
18,201
Amortisation charged for the year
713
-
0
713
At 31 December 2025
18,909
5
18,914
Carrying amount
At 31 December 2025
1,779
-
0
1,779
At 31 December 2024
2,492
-
0
2,492
13
Tangible fixed assets
Leasehold improvements
Plant and machinery
Fixtures and equipment
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2025
908
1,503
300
2,711
Additions
-
0
404
22
426
Disposals
-
0
-
0
(10)
(10)
At 31 December 2025
908
1,907
312
3,127
Depreciation and impairment
At 1 January 2025
216
490
218
924
Depreciation charged in the year
272
367
39
678
Eliminated in respect of disposals
-
0
-
0
(10)
(10)
At 31 December 2025
488
857
247
1,592
Carrying amount
At 31 December 2025
420
1,050
65
1,535
At 31 December 2024
692
1,013
82
1,787
DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
14
Stocks
2025
2024
£'000
£'000
Raw materials and consumables
390
346
Finished goods and goods for resale
2,301
1,706
2,691
2,052
15
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Trade debtors
8,757
7,670
Corporation tax recoverable
95
-
0
Amounts owed by group undertakings
6,172
10
Other debtors
259
232
Prepayments and accrued income
543
151
15,826
8,063
Deferred tax asset (note 17)
115
162
15,941
8,225
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Deferred tax asset (note 17)
436
436
Total debtors
16,377
8,661
16
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Trade creditors
2,717
2,065
Amounts owed to group undertakings
8,260
3,755
Corporation tax
-
0
359
Other taxation and social security
107
89
Other creditors
1
-
0
Accruals and deferred income
2,055
1,679
13,140
7,947
DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£'000
£'000
Accelerated capital allowances
52
100
Tax losses
436
436
Other short term timing differences
63
62
551
598
2025
Movements in the year:
£'000
Asset at 1 January 2025
(598)
Charge to profit or loss
47
Asset at 31 December 2025
(551)
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
149
146

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2
20
Share premium account

Repr ese nt s the diff e r e n ce b e tw e en th e p a r va lue o f the s h a r es i ss u ed a nd the s u bsc ri p ti o n pri ce of the s h a r es.

DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
21
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
£'000
£'000
Within one year
257
224
Between two and five years
744
572
In over five years
481
-
0
1,482
796
22
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
£'000
£'000
Acquisition of tangible fixed assets
184
-
23
Related party transactions

The company has taken advantage of the exemption permitted under Section 33 'Related Party Disclosures' paragraph 33.1A from disclosing transactions with other 100% owned group companies.

24
Ultimate controlling party

The immediate parent and ultimate parent company is Dr Schär SPA, registered in Italy.

The ultimate controlling party is Mr U Ladurner due to his majority shareholding in Dr Schär SPA.

The following are t he parents of the largest and smallest groups in which this company's results are consolidated:

Largest group
Dr. Schär SPA
Smallest group
Dr. Schär SPA
DR SCHAR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
25
Cash generated from operations
2025
2024
£'000
£'000
Profit for the year after tax
1,958
1,560
Adjustments for:
Taxation charged/(credited)
998
(78)
Finance costs
16
46
Investment income
(50)
(25)
(Gain)/loss on disposal of tangible fixed assets
-
7
Amortisation and impairment of intangible assets
713
312
Depreciation and impairment of tangible fixed assets
678
435
Movements in working capital:
(Increase)/decrease in stocks
(639)
418
(Increase)/decrease in debtors
(7,668)
94
Increase/(decrease) in creditors
5,552
(685)
Cash generated from operations
1,558
2,084
26
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£'000
£'000
£'000
Cash at bank and in hand
3,335
(2,239)
1,096
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