The Directors present the strategic report for the year ended 31 December 2025.
The principal activities of the Group in the year under review were the manufacture and supply of tofu, tempeh & seitan products. These are marketed under The Tofoo Co and Clear Spot brands and are sold to major retailers & foodservice operations in the UK, Ireland and France.
Turnover for the year showed further positive growth at £26.6m compared to the seven month period in 2024 at £13.7m. Volumes were ahead of 2024 at 5.45m Kgs (+13%). The overall Chilled Meat Free market remained static with value +0.1% MAT and volume MAT flat (1). Penetration in the category also stabilised in 2025 and by year end stood at 24.2% although the underlying noise around Ultra Processed Foods continued to be a factor. The tofu category though, with its focus on natural ingredients, continued its growth with annual penetration up by 1.4%. This trend continued to be led by The Tofoo Co brand, as the brand showed a further 8% value growth and 8.1% volume growth MAT (2). The brand is now at £32.6m retail sales value and was by £12m the 2nd biggest brand in Meat Free. The Tofoo Co share of Meat Free by the year end had reached 10.9%.
Gross profit largely followed turnover growth and was up to £10.6m compared to the seven month period in 2024 of £5.7m. Soya bean costs were largely stable during the period, although the business did have the challenge of the rising minimum wage which increased by 6.7% on the back of the 9.8% increase in 2024, this meant processing costs rose per Kg overall.
During 2025 we carried on with investment in capital at Rye Close, we invested a further £1.46m, the 2025 investment centred on bringing Tempeh production in house which was not without challenges but was concluded during the year. We also saw the ramp up of daily volumes on tofu production towards their target of 23 tonnes per day. We continued to invest more money in overhead in 2025 as we further upweighted our marketing activity and invested in more personnel to help build the business. Marketing spend was up by 52% as we continued investment in billboards, sampling and social activity, getting more consumers to try Tofoo. This helped increase Brand penetration and promoted sales growth.
The overall result for the year therefore (especially given the overall market performance) reflects a very positive topline growth performance and with the further investment in overhead to support the growth, delivered EBITDA in-line with expectations. 2026 has continued the positive position of 2025 with Tofoo Co achieving its strongest ever share of Meat Free at 12.1% (3).
1 Nielsen Scantrack data MAT 52 w/e 27th Dec 25
2 Nielsen Scantrack data MAT 52 w/e 27th Dec 25
3 Nielsen Scantrack data 4 w/e 21st Feb 26
The Group faces a number of risks and uncertainties and the directors believe the key business risks are centred on: relative supply price uncertainties and potential for supply disruptions in agricultural commodity markets; an ongoing competitive local labour market where we need to ensure that sufficient staff are available to be able to produce the volume to meet demand; in 2026 we still see the ongoing need to develop both the capacity but also the efficiency at site to meet ongoing demand.
Risk: Cost pressures on energy, packaging and ingredients.
Impact: Lower gross margins if not addressed.
Mitigation: Greater investment at Malton to develop site efficiency, we have made steps forward on this in 2025 and remain focussed on developing tofu yield (thus needing less soya beans per tonne of tofu produced) and labour cost per Kg. We continue to look for new sources of organic soya beans so we can broaden our supply base and have moved to pre contracting to assist us with longer term price stability. We have a more stable energy supply base since energising the substation adding more steam generation capacity in 2024 and 2025. We have contracted forward on elements of our energy mix, but we do of course retain the option on selected cost price increases where necessary.
Risk: Ensure ongoing capacity headroom at Malton site.
Impact: Slower growth if capacity is not available.
Mitigation: In April 2025 we brought on stream a 3rd cooking line that provided up to 75% more milk creating capacity for the Group. We are in the middle of working with a local partner to build a new 65,000 square foot factory in Malton with treble the current capacity to ensure we have a robust base to expand from beyond 2028. This is currently at the planning permission stage.
Risk: Ongoing impact of labour pool shortages post Brexit.
Impact: A level of social & economic uncertainty and impacts on workforce availability.
Mitigation: We continue to review pay and conditions to stay competitive in the local area, staff turnover declined further in 2025, and we benefitted from increasing investment in training to ensure we develop our staff and grow our own Managers (including our first Engineering apprentice in 2025). The productivity bonus for hourly paid colleagues helped to further incentivise key behaviours in the operation. The Group continues to invest in enhancing operational efficiency, with the expectation that future business growth will require only limited expansion of the workforce.
Risk: Exchange rate impact on soya bean prices.
Impact: Impacts on soya bean cost most notably which is traded in US Dollars and therefore can impact price paid and margin.
Mitigation: Continue the strategy towards longer term contracts and use hedging facilities to manage downside exchange rate risk. We have bought $ denominated crop but have adequate hedging in place to cover downsides to our budgeted plan.
Risk: Lower consumer demand for products like Meat Free and Tofu.
Impact: A lower sales line would ultimately impact gross margin and profitability.
Mitigation: Meat Free as a category continues to be relatively flat but growth has continued on tofu and the trend towards more natural products continues. We are increasing our marketing spend in 2026 to further sample our products with consumers but also spend on mainstream media to build brand awareness and gain additional consumers. We continue launching new products to gain further trial and win new consumers as well as broadening our protein mix which now includes both Tempeh and Seitan (both of which are produced inhouse).
2025 saw continued development of the business supported by a larger marketing investment, deeper distribution (including expansion into France), more space for Tofoo Co in key customers and growth in foodservice. We also relaunched our frozen range using a 3rd party co-manufacturer and this is proving to be popular with consumers, and we will see further customers list these products in the coming months.
The change in ownership in 2024 to Comitis Capital has given us the stable backing needed to promote new growth opportunities, especially given their knowledge of European markets where Tofoo Co is looking to expand. In 2025 we explored a number of routes to expand the business, and this resulted in the acquisition of Topas GmbH in Germany who market their Organic Seitan Sausages and Slices under the Wheaty brand. This will allow Tofoo Co to have a strategic manufacturing presence in the German market and we will launch the Tofoo Co brand there this year as well as bring some of their products into the UK to build the natural portfolio we sell.
Given that, the Directors remain confident about current performance and the prospects for future growth. At a top line level, the Group performed well in 2025 relative to the market and Tofoo Co finished the year with 50% of the tofu market in the UK and was one of only a handful of Meat Free brands to show growth in 2025 (4). The brand has started 2026 well and is delivering consistent value and volume growth, which means Tofoo Co has strengthened its share of Meat Free to 12.1% (5) . There remain further opportunities for growth of the Group in retail (with new distribution gains in existing customers as well as new product development), in foodservice markets (which is growing quickly but remains a small percentage of our total business) and internationally where the brand launched in 4 major French Supermarket chains and will shortly launch in Germany.
The Directors believe that given strength of trading in 2025 and again in the first quarter of 2026 there will be increased demand for tofu, tempeh and seitan products in the coming years following increased awareness of both more natural, healthier and environmentally friendly diets and products.
2025 continued to deliver good gross margin percentages and with that acceptable levels of EBITDA, again this has continued into 2026.
The Group continues to recognise the need to invest further in people and its operation at Malton to take advantage of the growing market opportunity. Ongoing positive cash generation is ensuring its finances remain robust.
4 Nielsen Scantrack data 52 w/e 27th Dec 25
5 Nielsen Scantrack data 12 w/e 21st February 26
Financial instruments
The Group has exposure to price, liquidity and cash flow risk that arises from some trading in the worldwide marketplace (notably soya beans which are $ denominated). The Group takes fixed priced positions and uses some foreign currency forward contracts to mitigate any currency risk. There is no mark to market exposure.
The Directors consider the following to be the key performance indicators:
2025 2024 (7 months)
Turnover (£m) 26.6 13.7
Gross Profit % 39.9% 41.4%
EBITDA (£m) 2.1 1.3
The Directors have considered the impact of the current economic environment on the financial projections and cash flows, together with the wider going concern status of the Group.
In particular, the Directors have considered how the current situation will affect demand for products, supply of raw materials, operational capacity and the funding levels needed to meet day to day requirements.
The Group volumes have remained in line with expectations since the end of the last accounting period. Whilst the Retail Meat Free market has stabilised in the past 12 months, the tofu market has seen good growth and The Tofoo Co brand continues to perform well and is growing its penetration. We also continue to see increased demand for Meat Free from the foodservice sector with distribution and opportunities growing in that area, Tofoo Co is gaining further listings with both major wholesalers and end users in this area. We have also started to expand internationally with France the first market to be followed by Germany. The acquisition of Topas GmbH strengthens our business in Europe and will lead to further opportunities.
Tofoo Co continues to be the brand leader in retail tofu sales in the UK with 50% share (source: Nielsen Scantrack 52 w/e 21st Feb 26) and the brand is listed in most of the major mainstream UK retailers. The Group has the financial support of its investors who have agreed to fund any shortfalls in cashflow.
The Group continues to invest in capital assets at Malton to support its business and is able to do this from both cash and available facilities from its banking partners. The bank remains very supportive of the Group and continue to make available low-cost financing options, these are reviewed in October each year.
The Group has approved plans to construct a new manufacturing facility to increase production capacity and support future growth. Construction is expected to commence during the going concern period and be completed over the following two years. The project will be funded through a combination of third-party borrowings and support from Comitis Capital, which has provided a letter of support confirming its commitment to fund the Group’s requirements.
Regarding the going concern assessment, the directors have considered the availability of bank funding, ongoing income generation from trading activities and the support of its investors. They remain confident they have the facilities to meet future needs.
The Group continues to take precautions to protect the welfare of its employees where possible. The Group has the benefit of a high percentage of full-time colleagues and relies less on agency staff although it continues to work closely with local employment agencies to make sure it has the flexible staff needed to meet its output needs. The Group has long term contracts in place for its key raw materials, direct supply on soya beans has given us greater visibility of supply and we continue to expand the partners we trade with. In 2026 we will see the impact of a further significant increase in the National Living Wage and as such we continue to invest in efficiency to decrease the impact.
Whilst recognising that there continues to be some uncertainty in the wider economy, the Directors have carefully assessed the expected impact on the Group across the key areas outlined above. Based on these considerations, the ongoing trading performance of the Group since the start of the new financial year and having regard to the financial and working capital needs (that have been included in assessment of downsides), the Directors have concluded it’s appropriate to prepare the financial statements on a going concern basis.
The directors consider that the following groups are the Groups key stakeholders:
Workforce
Customers (both direct and consumers)
Investors
Suppliers
The Directors seek to understand the respective interest of such stakeholder groups so they can be properly considered in their decisions.
Workforce
The Group continues to promote six values in the way it works and operates, its colleagues are fundamental to the success of the business. The application of its values and the dedication and hard work of all its employees is fundamental to the Groups success. We recognise the benefits of a well-trained and hard-working team. This is achieved through regular updates, bulletins and meetings with teams and via feedback from Senior Management to the Directors.
Customers
We listen to our customers and their wants and needs, from consumers to major retailers we are in regular dialogue and commit to quickly follow up to make sure we provide the right products to meet the needs of the market.
Investors
We have a new single investor who bought a significant majority shareholding in the Group in June 2024. We are focussed on managing their investment responsibly and sustainably so we can generate value for them. The directors are in regular contact with the investor in the form of monthly Board Meetings and keep them informed both financially and operationally on a monthly basis.
Suppliers
We rely on suppliers for a range of goods and services, from the capital equipment we invest in to support growth, through to packaging and raw materials. The directors remain in regular dialogue with the supply base to ensure that the business gets both good value for money as well as high quality products and services to ensure we can delight our customers with our Brands.
Beyond the acquisition of Topas GmbH mentioned above, there were no further key decisions made in the year impacting upon stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025. The comparative period represents a shorter period of account to reflect the period from acquisition of the trading companies to the prior year end of 31 December 2024.
The loss for the year, after taxation, amounted to £5,132,703 (2024 - £1,129,289 for the 7 month period), as set out on page 14.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
BDO LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
In accordance with section 414C(11), certain matters required to be detailed in the Directors' Report are detailed in the Strategic Report where the Directors consider them to be of strategic importance to the Group.
Events after the reporting period
On 27 February 2026, the Group acquired the entire share capital of Topas GmbH, a German-based manufacturer of organic plant-based products. The consideration payable for the acquisition was £4,750,000, with the headline consideration payable in Euros. The Group also settled net debt of the acquiree of £1,181,000.
On the same date, the Company issued 7,213,208 Preference B shares for aggregate nominal value of £6,335,155, as part of the financing for the acquisition. The Preference B shares are denominated in Euros but otherwise carry substantially equivalent terms to the Preference A shares already in existence.
This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium companies regime.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Natural Bidco Ltd (“the Parent Company”) and its subsidiaries (“the Group”) for the year ended 31 December 2025 which comprise of the following:
Group | Parent Company |
Group statement of comprehensive income |
|
Group statement of financial position | Company statement of financial position |
Group statement of changes in equity | Company statement of changes in equity |
Group statement of cash flows |
|
Notes to the financial statements | |
A summary of significant accounting policies. | |
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Other matter
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 Group or Parent 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and the Parent Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
Our understanding of the Group and the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations;
we considered the significant laws and regulations to be Financial Reporting Standard 102, the Companies Act 2006 and UK tax legislation.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to include Food Safety Act 1990, Food Hygiene regulations, Soil Association Certification, Vegan Society certification, anti-bribery, money laundering and tax evasion legislation, environmental legislation, employment legislation, health and safety legislation and data protection legislation.
Our procedures in respect of the above included:
Enquires of management whether there were any litigations and claims;
Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Group’s policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition, in particular inappropriate journals to revenue, and management override of controls, again focusing on inappropriate journal entry combinations and segregation of duties over the purchase cycle.
Our procedures in respect of the above included:
Reviewing journal entry combinations within revenue to identify outliers that met defined risk criteria and agree to supporting documentation;
Testing other journal entries throughout the year which met defined risk criteria, including journals to cash, by agreeing to supporting documentation;
Testing a sample of other journal entries throughout the year which did not meet the defined risk criteria, by agreeing to supporting documentation, to ensure our risk criteria have been defined correctly;
Reviewing system logs for evidence of management override and corroborating changes made to standing data; and
Assessing significant estimates made by management for bias, including those relating to useful lives of tangible fixed assets, valuation of goodwill and acquired intangibles and the valuation of preference shares.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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 parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,099,819 (2024 - £133,842 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Natural Bidco Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4 Rye Close, York Road Business Park, Malton, YO17 6YD.
The group consists of Natural Bidco Ltd and all of its subsidiaries.
The group changed its reporting date in 2024 to match that of its subsidiaries. As a result, the comparative figures are for a 7 month period so are not directly comparable to the current annual figures.
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 amounts 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.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has restated its reported financial statements for the prior period. Details of this are provided in note 31.
The consolidated group financial statements consist of the financial statements of the parent company Natural Bidco Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The Directors have considered the impact of the current economic environment on the financial projections and cash flows, together with the wider going concern status of the Group.
In particular, the Directors have considered how the current situation will affect demand for products, supply of raw materials, operational capacity and the funding levels needed to meet day to day requirements.
The Group volumes have remained in line with expectations since the end of the last accounting period. Whilst the Retail Meat Free market has stabilised in the past 12 months, the tofu market has seen good growth and The Tofoo Co brand continues to perform well and is growing its penetration. We also continue to see increased demand for Meat Free from the foodservice sector with distribution and opportunities growing in that area, Tofoo Co is gaining further listings with both major wholesalers and end users in this area. We have also started to expand internationally with France the first market to be followed by Germany. The acquisition of Topas GmbH strengthens our business in Europe and will lead to further opportunities.
Tofoo Co continues to be the brand leader in retail tofu sales in the UK with 50% share (source: Nielsen Scantrack 52 w/e 21st Feb 26) and the brand is listed in most of the major mainstream UK retailers. The Group has the financial support of its investors who have agreed to fund any shortfalls in cashflow.
The Group continues to invest in capital assets at Malton to support its business and is able to do this from both cash and available facilities from its banking partners. The bank remains very supportive of the Group and continue to make available low-cost financing options, these are reviewed in October each year.
Regarding the going concern assessment, the directors have considered the availability of bank funding, ongoing income generation from trading activities and the support of its investors. They remain confident they have the facilities to meet future needs.
The Group continues to take precautions to protect the welfare of its employees where possible. The Group has the benefit of a high percentage of full-time colleagues and relies less on agency staff although it continues to work closely with local employment agencies to make sure it has the flexible staff needed to meet its output needs. The Group has long term contracts in place for its key raw materials, direct supply on soya beans has given us greater visibility of supply and we continue to expand the partners we trade with. In 2026 we will see the impact of a further significant increase in the National Living Wage and as such we continue to invest in efficiency to decrease the impact.
Whilst recognising that there continues to be some uncertainty in the wider economy, the Directors have carefully assessed the expected impact on the Group across the key areas outlined above. Based on these considerations, the ongoing trading performance of the Group since the start of the new financial year and having regard to the financial and working capital needs (that have been included in assessment of downsides), the Directors have concluded it’s appropriate to prepare the financial statements on a going concern basis.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probably that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The point of sale is usually considered to be upon delivery to the customer.
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.
Acquired intangible assets arising on business combinations are amortised over longer periods, being trademarks (15 years straight line), customer relationships (14 years straight line), software (10 years), and brands (3.5 years).
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its 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 payments 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. Amounts 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.
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 subsequently 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 through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 income statement, 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 if, and only if, there is 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.
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.
In preparing the financial statements, the directors have considered whether there are any indicators of impairment of the company's investment and the group's goodwill or intangible assets. Factors considered include the past and expected future performance of the subsidiaries.
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors considered include innovation, product life cycles and maintenance programmes.
Grants received comprises of government grant income. The grant is unconditional, with no performance or repayment conditions attached.
Exceptional costs in 2024 relate to the sale of the business to Comitis Capital GmbH where the group has borne costs on behalf of the seller.
In 2025 the Group was in discussions to acquire Topas GmbH, which commenced in 2025 and completed in February 2026. Exceptional items in the year relate to one-off professional fees associated with this acquisition.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
The number of directors who are entitled to receive shares under long term incentive schemes during the year was 1 (2024 - 0).
Two directors receive remuneration via a parent company, which charges consultancy fees to the company as disclosed in note 29. In the opinion of the directors it is not possible to reliably quantify the element of this charge which relates solely to the remunerative element.
Details of dividends on preference shares are provided in note 20. Other interest represents unwinding of a discount on deferred consideration, with the terms disclosed in note 19.
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The main corporation tax rate was 25% for the full year. Deferred tax balances are measured at the rate at which they are expected to unwind, being 25% (2024 - 25%).
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
Included within the above are assets which remain under construction at the year end, with such assets being held in both the leasehold improvements and in plant & machinery. The total book value of these assets is £820,350 (2024 - £799,075). The assets will not be depreciated until brought into use.
Details of the company's subsidiaries at 31 December 2025 are as follows:
The impairment loss recognised in the Consolidated Statement of Comprehensive Income for the year in respect of bad and doubtful trade debtors was £1,616 (2024 - £Nil)
Obligations under finance leases are secured against the assets to which the contract relates.
Within other creditors is deferred consideration arising on the acquisition of R & R Tofu Limited of £nil (2024 - £974,156). Details of this are provided in note 19.
Amounts owed by the Group to group undertakings represents trading balances owed to the primary investment owner.
Dividends payable relate to interest accrued as of 31 December 2025 on redeemable preference shares. See note 20.
Obligations under finance leases are secured against the assets to which the contract relates.
Details of other borrowings are provided in note 20.
Other creditors represents deferred consideration arising on the acquisition of R&R Tofu Limited in 2024, which was due for repayment in 2025 and 2026. This deferred consideration did not carry any interest and was discounted to present value at the point of the acquisition using an estimated borrowing rate at that time of 6.4%. In February 2025 the Company issued preference and equity shares in consideration of this deferred consideration, which reflected an early settlement of the liability and resulted in the discount being fully unwound at that point.
Preference shares were issued during the year as part of the share restructuring detailed in note 25. This resulted in preference shares being issued for an initial principal of £33,092,150, with amounts being transferred from equity to create this principal.
Dividends on the Preference shares are payable at a rate of 10% per annum, which is accrued and which (unless paid) compounds onto the principle of the preference shares on an annual basis. The shares are redeemable at the option of the Company.
As the Company has the right to defer settlement for more than 12 months from the balance sheet date, it has presented the preference shares and accrued dividends thereon as non-current. The amounts accrued at the year end are shown in note 19.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund
Contributions of £4,493 (2024: £4,263) were owed to the fund at the year end.
The Group is party to share-based payments in respect of equity instruments issued, as detailed below.
During 2025, 935 ordinary shares were issued as equity instruments, with these shares being linked to employment by the Group. Of these shares, 900 were issued to employees and 35 were issued to a consultant. The weighted average fair value of those instruments at the measurement date was £228.23 per share, with a total fair value of £335,377 determined. No instruments were issued in 2024.
The shares form a specified class of shares which take a pro-rata share of equity returns beyond a certain hurdle. The scheme has been valued using a modified Black-Scholes model with the following inputs:
Expected time to exit: 3.9 years
Risk-free rate: 4.46%
Volatility: 35.0%
Expected dividend yield: 0%
The fair value of the Group was determined by a combination of a discounted cashflow model, and the consideration paid for the acquisition of the trade and assets in 2024. The exit hurdle is determined based on the expected net debt within the Group on an exit, which is treated as a market condition for this purpose.
On 11 February 2025, 1,348 Ordinary A shares were redesignated as Redeemable Preference shares.
The share capital of the remaining 150 Ordinary A shares were consolidated into 1 share, and then subdivided into 7,900 shares of this class.
The share capital of 1,348 'Redeemable Preference' shares were consolidated into 1 share, and then subdivided into 71,804 shares of this class.
On 13 February 2025, 510 Ordinary A, 500 Ordinary B and 4,130 Redeemable Preference shares were issued. The consideration paid for these was the elimination of deferred consideration of £2,000,000 which was payable to former shareholders of the company until taken in shares instead.
On 10 March 2025, 395 Ordinary B shares were issued.
On 17 April 2025, 40 Ordinary B shares were issued.
Ordinary A shares carry full rights to voting, capital and dividends. Ordinary B shares represent a class of management incentive shares and carry entitlement to capital in the event of an exit or liquidation, but require the ongoing employment of the holders within the group (barring certain good leaver conditions). Preference shares carry rights to a 10% non-compounding cumulative dividend, and carry preferential rights to the return of capital on an exit or liquidation.
Called up share capital
Called up share capital represents the nominal value of the shares issued.
Share premium account
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Profit and loss account
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Other reserves
Other reserves represents the reduction in shareholders equity due to redeemable preference shares recognised as debt, as detailed in note 20.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 27 February 2026, the Group acquired the entire share capital of Topas GmbH, a German-based manufacturer of organic plant-based products. The consideration payable for the acquisition was £4,750,000, with the headline consideration payable in Euros. The Group also settled net debt of the acquiree of £1,181,000.
On the same date, the Company issued 7,213,208 Preference B shares for aggregate nominal value of £6,335,155, as part of the financing for the acquisition. The Preference B shares are denominated in Euros but otherwise carry substantially equivalent terms to the Preference A shares already in existence.
The remuneration of key management personnel is as follows.
During the year the group entered into the following transactions with related parties:
The above fees were determined based on agreed contractual terms.
The Company has taken advantage of section 33.1A of FRS 102 which permits it to not disclose details of transactions with wholly owned group companies. Details of balances outstanding at the year end are provided in notes 17 and 18.
The following amounts were outstanding at the reporting end date:
Amounts owed to related parties represent amounts payable to holders of Redeemable Preference Shares, including accrued interest payable as dividends. See notes 20 and 19. In addition there are trading balances owed to controlling shareholders of £65,829 (2024 - £63,197), as shown in note 18.
The Company has restated its comparative financial information to reflect one component of deferred consideration associated with the acquisition of R&R Tofu Limited, which was omitted from the financial statements for the period ended 31 December 2024 (which were prepared only for the Company, and not for the Group).
The effect is to increase the cost of investment by £1,823,877, and increase the inception value of deferred consideration by the same amount, reflecting the present value of contractual terms for the deferred consideration with a headline value of £2,000,000. Interest has been charged during the comparative period totalling £66,183 to recognise the unwinding of the discount.
During the year the Group entered into the following non-cash transactions:
1. Unwinding of the discount on deferred consideration, and subsequent conversion of this into both preference shares (classified as a liability) of £1,800,000, and ordinary shares of £200,000.
2. Accrual of preference share dividend, which is expected to be rolled up as part of the principle subsequent to the year end.
In the period period the Group issued share capital where this was partially paid up through the exchange of pre-existing debt from a shareholder. The non-cash exchange of liabilities for shares totalled £25,199,997.