Company Registration No. 12016450 (England and Wales)
MANNA PRO UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 3 JANUARY 2026
MANNA PRO UK LIMITED
COMPANY INFORMATION
Directors
B Purcell
T Tickner
(Appointed 5 October 2025)
Company number
12016450
Registered office
Unit 1a The Old Dairy
Elton
Peterborough
Cambridgeshire
PE8 6SQ
Auditor
TC Audit Limited
Suite 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 3TA
MANNA PRO UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 23
MANNA PRO UK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 3 JANUARY 2026
- 1 -

The directors present the strategic report for the period ended 3 January 2026.

Fair review of the business

In fiscal period 202 5, the Company reali s ed a decrease in gross sales of 50.7% compared to 202 4 primarily driven by a business decision to transfer a certain customer base to a different legal entity in order to better serve our customers and to align with the overall business strategy. The Company continued to exit lower-margin business to focus on growing with higher profitable customers, providing stronger gross margin upside. Year over year, profits were lower primarily due to the intentional business shift, but there were other contributing factors. The Company continued its efforts to implement targeted pricing increases which included passing through tariff-impacted products as well as implementing cost reduction strategies as part of lowering overall operating expenses. Cost of goods sold was lower due to the customer base/revenue business strategy shift. Another significant factor included a decrease in purchases from China as part of the business model change.

Principal risks and uncertainties

Operational risk

The principal risks and uncertainties at this time involve servicing customers in the Middle East due to the ongoing war in Iran. There is continued risk in being able to ship to customers in the Middle East combined with additional freight costs impacting the region’s supply chain. Increased inflation, cost of living and freight costs are also expected to continue into fiscal year 2026.

The Company continues to face regulatory barriers and risk when shipping goods from the US which are needed to secure our continued growth and strategic plans. The key risks include shipping animal origin products outside of the US, full traceability of all ingredients and using third party manufacturing that has not be accredited for sales outside of the US.

Credit risk

The Company offers customers credit terms that are managed and closely monitored by the finance team.

Currency risk

The US dollar averaged 1.3189 against the pound sterling in 2025 compared to 1.2797 in 2024.

Liquidity Risk In collaboration with its parent company in the US, the Company continually seeks to ensure that is has sufficient liquidity available to meet foreseeable needs.

Development and performance

Our strategy is to continue to grow the business through the following key initiatives over the next few years:

- Increase expansion with Amazon EU countries

- Increase product portfolio with our China distributor

- Expand into new channels through grocery opportunities and hygiene products

- Expand the product ranges with regulatory alignment across our O x bow, Fruitables, and Zupreem product brands.

Key performance indicators

- T urnover decreased 50.7% from 202 4 to 202 5 primarily due to a strategic business decision to shift a portion of the customer base to a related company in order to better serve the European customer base.

- Gross Profit as a % of Turnover is 43.4% which is an improvement from 36.4% in prior year due to the biggest customers placing more orders and internal efficiency drive to reduce costs.

Other information and explanations

Promoting the success of the company

International growth and expansion continues to be a key priority of business and we will continue to ensure that the appropriate levels of investment are made to achieve this growth.

MANNA PRO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
- 2 -

On behalf of the board

B Purcell
Director
28 April 2026
MANNA PRO UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 3 JANUARY 2026
- 3 -

The directors present their annual report and financial statements for the period ended 3 January 2026.

Principal activities

The principal activity of the company continued to be that of the sale of manufactured pet products.

Results and dividends

The results for the period are set out on page 8.

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

Directors

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

B Purcell
G Pearson
(Resigned 26 January 2026)
T Tickner
(Appointed 5 October 2025)
Auditor

In accordance with the company's articles, a resolution proposing that TC Audit Limited be reappointed as auditor of the company will be put at a General Meeting.

TC Audit Limited has signified its willingness to continue in office as auditor.

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
B Purcell
Director
28 April 2026
MANNA PRO UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 3 JANUARY 2026
- 4 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Generally Accepted Accounting Practice and applicable law), including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

- select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MANNA PRO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MANNA PRO UK LIMITED
- 5 -
Opinion

We have audited the financial statements of Manna Pro UK Limited (the 'company') for the period ended 3 January 2026 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 3 January 2026 and of its profit for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

MANNA PRO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MANNA PRO UK LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

Irregularities including fraud

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue & profit, the carrying value of stock and the carrying value of intangible fixed assets.

Audit procedures performed included: review of the financial statements disclosures to underlying supporting documentation, enquiries of management, reasonableness checks, and testing of journals and evaluating whether there was evidence of bias by the d irectors that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 or intentional misrepresentations, or through collusion.

MANNA PRO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MANNA PRO UK LIMITED (CONTINUED)
- 7 -

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.

James Price FCA (Senior Statutory Auditor)
For and on behalf of TC Audit Limited
Suite 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 3TA
28 May 2026
MANNA PRO UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 3 JANUARY 2026
- 8 -
Period
Period
ended
ended
3 January
28 December
2026
2024
Notes
£
£
Turnover
3
8,652,029
15,755,337
Cost of sales
(4,897,003)
(10,014,394)
Gross profit
3,755,026
5,740,943
Distribution costs
(272,087)
(461,399)
Administrative expenses
(2,958,584)
(3,266,672)
Operating profit
4
524,355
2,012,872
Interest payable and similar expenses
7
(15,791)
-
0
Profit before taxation
508,564
2,012,872
Tax on profit
8
(253,520)
(625,819)
Profit for the financial period
255,044
1,387,053

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

MANNA PRO UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 3 JANUARY 2026
- 9 -
Period
Period
ended
ended
3 January
28 December
2026
2024
£
£
Profit for the period
255,044
1,387,053
Other comprehensive income
-
-
Total comprehensive income for the period
255,044
1,387,053
MANNA PRO UK LIMITED
BALANCE SHEET
AS AT
3 JANUARY 2026
03 January 2026
- 10 -
3 January 2026
28 December 2024
Notes
£
£
£
£
Fixed assets
Goodwill
9
1,705,273
2,204,378
Other intangible assets
9
307,500
397,500
Total intangible assets
2,012,773
2,601,878
Tangible assets
10
3,841
10,423
2,016,614
2,612,301
Current assets
Stocks
11
2,249,438
1,963,323
Debtors
12
21,345,704
19,331,509
Cash at bank and in hand
414,789
899,985
24,009,931
22,194,817
Creditors: amounts falling due within one year
13
(10,616,828)
(9,629,945)
Net current assets
13,393,103
12,564,872
Total assets less current liabilities
15,409,717
15,177,173
Provisions for liabilities
Deferred tax liability
14
76,875
99,375
(76,875)
(99,375)
Net assets
15,332,842
15,077,798
Capital and reserves
Called up share capital
15
11,161,947
11,161,947
Profit and loss reserves
4,170,895
3,915,851
Total equity
15,332,842
15,077,798

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

The financial statements were approved by the board of directors and authorised for issue on 28 April 2026 and are signed on its behalf by:
B Purcell
Director
Company registration number 12016450 (England and Wales)
MANNA PRO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 3 JANUARY 2026
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
11,161,947
2,528,798
13,690,745
Period ended 28 December 2024:
Profit and total comprehensive income
-
1,387,053
1,387,053
Balance at 28 December 2024
11,161,947
3,915,851
15,077,798
Period ended 3 January 2026:
Profit and total comprehensive income
-
255,044
255,044
Balance at 3 January 2026
11,161,947
4,170,895
15,332,842
MANNA PRO UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 3 JANUARY 2026
- 12 -
2026
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
18
191,314
334,874
Interest paid
(15,791)
-
0
Income taxes paid
(658,609)
(342,663)
Net cash outflow from operating activities
(483,086)
(7,789)
Investing activities
Purchase of tangible fixed assets
(2,110)
(3,609)
Net cash used in investing activities
(2,110)
(3,609)
Net decrease in cash and cash equivalents
(485,196)
(11,398)
Cash and cash equivalents at beginning of period
899,985
911,383
Cash and cash equivalents at end of period
414,789
899,985
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 3 JANUARY 2026
- 13 -
1
Accounting policies
Company information

Manna Pro UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1a The Old Dairy, Elton, Peterborough, Cambs, PE8 6SQ.

1.1
Accounting convention

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

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

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

1.3
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, volume rebates and returns.

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
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
1
Accounting policies
(Continued)
- 14 -

Amortisation 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:

Trade names
10 years
1.6
Tangible fixed assets

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

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

Fixtures and fittings
33% straight line
Computers
33% straight line
Software
50% 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.

1.7
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.

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

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
1
Accounting policies
(Continued)
- 15 -

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

1.9
Cash and cash equivalents

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

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.11
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.

1.12
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.

MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
1
Accounting policies
(Continued)
- 17 -
1.13
Employee benefits

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

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

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

1.14
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.

1.15
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 directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Specific key judgments include:

The carrying value and useful life of trade names and goodwill. The directors have assessed the ongoing value of aspects such as the continuation of product lines, relationships with customers and brand recognition and estimate that goodwill and trade names have a useful economic life remaining of approximately 4 of the original 10 years. The directors consequently do not consider that the carrying values of these intangibles assets are impaired.

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.

3
Turnover
2026
2024
£
£
Turnover analysed by class of business
Sale of pet products
8,652,029
15,755,337
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
3
Turnover
(Continued)
- 18 -
2026
2024
£
£
Turnover analysed by geographical market
U.K
5,410,372
5,294,707
Europe
542,523
599,147
Rest of the world
2,699,134
9,861,483
8,652,029
15,755,337
4
Operating profit
2026
2024
Operating profit for the period is stated after charging:
£
£
Exchange losses
34,444
56,764
Depreciation of tangible fixed assets
8,692
13,401
Amortisation of intangible assets
589,105
589,103
Operating lease charges
452,502
493,315
5
Auditor's remuneration
2026
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
20,000
20,500
For other services
All other non-audit services
6,132
2,600
6
Employees

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

2026
2024
Number
Number
Sales and product development
7
5
Operations and admin
4
5
Finance
1
1
Total
12
11
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
6
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2026
2024
£
£
Wages and salaries
826,505
1,359,534
Social security costs
9,325
12,279
835,830
1,371,813
7
Interest payable and similar expenses
2026
2024
£
£
Other finance costs:
Other interest
15,791
-
0
8
Taxation
2026
2024
£
£
Current tax
UK corporation tax on profits for the current period
276,020
634,139
Adjustments in respect of prior periods
-
0
14,180
Total current tax
276,020
648,319
Deferred tax
Origination and reversal of timing differences
(22,500)
(22,500)
Total tax charge
253,520
625,819
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
8
Taxation
(Continued)
- 20 -

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

2026
2024
£
£
Profit before taxation
508,564
2,012,872
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
127,141
503,218
Tax effect of expenses that are not deductible in determining taxable profit
131,639
147,276
Adjustments in respect of prior years
-
0
14,180
Capital allowances versus depreciation
(1,512)
2,397
Deferred tax movement
(22,500)
(22,500)
Provisions movement
18,752
(18,752)
Taxation charge for the period
253,520
625,819
9
Intangible fixed assets
Goodwill
Trade names
Total
£
£
£
Cost
At 29 December 2024 and 3 January 2026
4,991,046
900,000
5,891,046
Amortisation and impairment
At 29 December 2024
2,786,668
502,500
3,289,168
Amortisation charged for the period
499,105
90,000
589,105
At 3 January 2026
3,285,773
592,500
3,878,273
Carrying amount
At 3 January 2026
1,705,273
307,500
2,012,773
At 28 December 2024
2,204,378
397,500
2,601,878
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
- 21 -
10
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 29 December 2024
16,391
37,758
54,149
Additions
-
0
2,110
2,110
At 3 January 2026
16,391
39,868
56,259
Depreciation and impairment
At 29 December 2024
13,203
30,523
43,726
Depreciation charged in the period
3,187
5,505
8,692
At 3 January 2026
16,390
36,028
52,418
Carrying amount
At 3 January 2026
1
3,840
3,841
At 28 December 2024
3,188
7,235
10,423
11
Stocks
2026
2024
£
£
Finished goods and goods for resale
2,249,438
1,963,323
12
Debtors
2026
2024
Amounts falling due within one year:
£
£
Trade debtors
2,559,250
2,851,171
Corporation tax recoverable
14,195
-
0
Amounts owed by group undertakings
18,662,334
16,415,798
Prepayments and accrued income
109,925
64,540
21,345,704
19,331,509
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
- 22 -
13
Creditors: amounts falling due within one year
2026
2024
£
£
Trade creditors
970,349
308,958
Amounts owed to group undertakings
8,886,023
8,164,452
Corporation tax
-
0
368,394
Other taxation and social security
99,668
18,203
Other creditors
1,250
300
Accruals and deferred income
659,538
769,638
10,616,828
9,629,945
14
Deferred taxation

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

Liabilities
Liabilities
2026
2024
Balances:
£
£
Fair value on business combination
76,875
99,375
2026
Movements in the period:
£
Liability at 29 December 2024
99,375
Credit to profit or loss
(22,500)
Liability at 3 January 2026
76,875

The deferred tax liability set out above is expected to reverse within 5 years and relates to the uplift in fair value of intangibles on business combination.

15
Share capital
2026
2024
2026
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
11,161,947
11,161,947
11,161,947
11,161,947
MANNA PRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 3 JANUARY 2026
- 23 -
16
Related party transactions
Transactions with related parties

During the period, the Company purchased goods and services from its parent company with a value of £262,457 (202 4: £3,366,824). The company also purchased goods and services from fellow subsidiary companies with a value of £787,854 (202 4: £344,903). During the period, the Company sold goods and services with a net value of £442,760 (202 4: £2,365,202) to a fellow subsidiary.

Within amounts owed to group undertakings at the period end is £17,897,954 due from the Company's parent (202 4: £15,609,249) and £764,380 (202 4: £806,549) due from fellow subsidiaries. An amount of £8,886,023 (202 4: £8,1 64,452) was due to fellow subsidiaries at the period end.

17
Ultimate controlling party

As at 3 January 2026 the immediate parent undertaking was Manna Pro Products, LLC and the ultimate parent undertaking, Carlyle Partners VII Evolution Holdings, L.P. Both entities are incorporated in the USA.

As at 3 January 2026 and 28 December 2024, there was no single ultimate controlling party.

18
Cash generated from operations
2026
2024
£
£
Profit after taxation
255,044
1,387,053
Adjustments for:
Taxation charged
253,520
625,819
Finance costs
15,791
-
0
Amortisation and impairment of intangible assets
589,105
589,103
Depreciation and impairment of tangible fixed assets
8,692
13,401
Movements in working capital:
(Increase)/decrease in stocks
(286,115)
144,817
Increase in debtors
(2,000,000)
(4,801,404)
Increase in creditors
1,355,277
2,376,085
Cash generated from operations
191,314
334,874
19
Analysis of changes in net funds
29 December 2024
Cash flows
3 January 2026
£
£
£
Cash at bank and in hand
423,547
(8,758)
414,789
2026-01-03 2024-12-29 false false false CCH Software CCH Accounts Production 2026.100 B Purcell G Pearson T Tickner 12016450 2024-12-29 2026-01-03 12016450 bus:Director1 2024-12-29 2026-01-03 12016450 bus:Director3 2024-12-29 2026-01-03 12016450 bus:Director2 2024-12-29 2026-01-03 12016450 bus:RegisteredOffice 2024-12-29 2026-01-03 12016450 2026-01-03 12016450 2024-01-01 2024-12-28 12016450 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-28 12016450 core:RetainedEarningsAccumulatedLosses 2024-12-29 2026-01-03 12016450 core:Goodwill 2026-01-03 12016450 core:Goodwill 2024-12-28 12016450 core:IntangibleAssetsOtherThanGoodwill 2026-01-03 12016450 core:IntangibleAssetsOtherThanGoodwill 2024-12-28 12016450 2024-12-28 12016450 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2026-01-03 12016450 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-28 12016450 core:FurnitureFittings 2026-01-03 12016450 core:ComputerEquipment 2026-01-03 12016450 core:FurnitureFittings 2024-12-28 12016450 core:ComputerEquipment 2024-12-28 12016450 core:WithinOneYear 2026-01-03 12016450 core:WithinOneYear 2024-12-28 12016450 core:CurrentFinancialInstruments core:WithinOneYear 2026-01-03 12016450 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-28 12016450 core:ShareCapital 2026-01-03 12016450 core:ShareCapital 2024-12-28 12016450 core:RetainedEarningsAccumulatedLosses 2026-01-03 12016450 core:RetainedEarningsAccumulatedLosses 2024-12-28 12016450 core:ShareCapital 2023-12-31 12016450 core:RetainedEarningsAccumulatedLosses 2023-12-31 12016450 core:ShareCapitalOrdinaryShareClass1 2026-01-03 12016450 core:ShareCapitalOrdinaryShareClass1 2024-12-28 12016450 2024-12-28 12016450 2023-12-31 12016450 core:Goodwill 2024-12-29 2026-01-03 12016450 core:IntangibleAssetsOtherThanGoodwill 2024-12-29 2026-01-03 12016450 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-29 2026-01-03 12016450 core:FurnitureFittings 2024-12-29 2026-01-03 12016450 core:ComputerEquipment 2024-12-29 2026-01-03 12016450 core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment 2024-12-29 2026-01-03 12016450 1 2024-12-29 2026-01-03 12016450 1 2024-01-01 2024-12-28 12016450 core:UKTax 2024-12-29 2026-01-03 12016450 core:UKTax 2024-01-01 2024-12-28 12016450 2 2024-12-29 2026-01-03 12016450 2 2024-01-01 2024-12-28 12016450 3 2024-12-29 2026-01-03 12016450 3 2024-01-01 2024-12-28 12016450 core:Goodwill 2024-12-28 12016450 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-28 12016450 core:FurnitureFittings 2024-12-28 12016450 core:ComputerEquipment 2024-12-28 12016450 core:CurrentFinancialInstruments 2026-01-03 12016450 core:CurrentFinancialInstruments 2024-12-28 12016450 bus:OrdinaryShareClass1 2024-12-29 2026-01-03 12016450 bus:OrdinaryShareClass1 2026-01-03 12016450 bus:OrdinaryShareClass1 2024-12-28 12016450 bus:PrivateLimitedCompanyLtd 2024-12-29 2026-01-03 12016450 bus:FRS102 2024-12-29 2026-01-03 12016450 bus:Audited 2024-12-29 2026-01-03 12016450 bus:FullAccounts 2024-12-29 2026-01-03 xbrli:pure xbrli:shares iso4217:GBP