Company registration number 04918799 (England and Wales)
NATOORA LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NATOORA LTD
COMPANY INFORMATION
Directors
F Fubini
J Arpesani
T J Ballard
Secretary
T J Ballard
Company number
04918799
Registered office
Unit 6
Discovery Business Park
St James Road
London
United Kingdom
SE16 4RA
Auditor
Azets Audit Services
2nd Floor
Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
Bankers
HSBC Plc
283 Mare Street
Hackney
London
E8 1PJ
NATOORA LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 25
NATOORA LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the Company in the year under review continued to be the wholesale and retail sale and distribution of fresh food products.

Review of the business

In 2025 the UK business continued to achieve growth despite economic headwinds in the hospitality industry.

Our core business (B2B) grew by 3% over the prior year, reflecting the resilience of our customer base.

Overall, the business grew sales by 2% over the prior year while maintaining broadly stable gross profit margins.

Operating profit in the year was £563k, £182k lower than the prior year. The reduction primarily reflects a significant increase in employer social security costs following the April 2025 NIC rate changes, a one-off asset disposal loss of £91k, and an adverse swing in foreign exchange of £272k compared to a gain in the prior year, partially offset by continued revenue growth.

The company's key financial performance indicators during the year were as follows:
2025
2024
Turnover (£)
43,423,259
42,553,761
Gross profit margin (%)
29
29
Operating profit (£)
562,657
744,185
Cash in hand (£)
43,151
114,675
Net assets (£)
8,743,835
8,330,378
Financial instruments, principal risks and uncertainties

Pricing risk

Pricing risk is the risk that the movement in the price of key material will adversely affect the profitability of the business. Given the short inventory cycle and the fact the business is able to largely transfer price increases, the impact of pricing fluctuations is limited.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation. The Company is mainly exposed to credit risk from credit sales and manages this risk by endeavouring only to deal with customers which are demonstrably credit worthy and through the continuous monitoring of financial exposure by customers. The amounts presented in the Statement of Financial Position are net of allowance for doubtful debtors.

Liquidity risk

Liquidity risk arises from the Company's management of working capital. It is the risk that the Company will encounter difficulty meeting its financial obligations as they fall due. The Company actively manages its cash generation and maintains sufficient cash holdings to cover its immediate obligations.

Foreign exchange risk

Foreign exchange risk is the risk that movements in exchange rates affect the profitability of the business. As a significant proportion of the Company's purchases are transacted in foreign currencies it is therefore also exposed to translational currency risk. To the extent that directors believe the level of specific foreign currency transaction is higher than acceptable, foreign currency forward contracts are taken out.

Laws and regulations

The Company is obliged to meet the requirements set out in the BRC Global Standard for Food Safety and has maintained its AA grade once again in the reporting year.

NATOORA LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Future developments

There are no significant future developments to mention. The management continues to focus on delivering the long term plan and continue to grow the franchise across the regions that it currently operates.

Research and development

The Company continues to invest in research and development of an online ordering solution that enables restaurants and customers to interact digitally and manage the order process directly with Natoora via software deployable on a mobile application. This allows for customers to place orders in real time on the suppliers’ internal ERP system.

Going concern

The directors consider that the Company has sufficient financial resources in place at the reporting date such that it is reasonable to continue to adopt the going concern basis in preparing the financial statements for the year. Further details regarding going concern are included in note 1.2.

Section 172

Our plan is aimed at achieving our mission: To bring seasonal, sustainable and flavourful produce to our customers around the world and revert the damage caused by the industrialization of our food system.

To achieve that we start by nurturing our relationships with producers, who grow flavourful produce in season and on soil. We go beyond giving suppliers financial security. We also support them with various initiatives during difficult times and different seasons.

Our clients commitment to buying our sustainable and seasonal produce is fundamental for all us to revolutionise the food system. We provided our customers with high level of service and flexibility, plus education regarding the products we sell. During this last year we delivered best in industry payment terms and supported our farme r s, to ensure they weathered the difficult inflationary environment.

Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The healthy, safety and well-being of our employees is one of our primary considerations in the way we do business. This is covered in our Strategic Report.

Our plan took into account the impact of the Company's operations on the community and environment and our wider societal responsibilities.

As the board of directors, our intention is to run a successful business that promotes the values of sustainability, seasonality and flavour. We operate the business in a responsible manner, operating within the high standards of control, ethics and conduct.

The board has representation from all our shareholders, and hence the board participates in the thought process of our strategy, plans and performance. We maintained the board updated on a monthly basis with regards to the Company performance. We discuss strategic matters with the board during our quarterly meeting.

On behalf of the board

F Fubini
Director
30 June 2026
NATOORA LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

The results for the year 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 year and up to the date of signature of the financial statements were as follows:

F Fubini
J Arpesani
T J Ballard
P N Uson
(Resigned 30 June 2025)
Disabled persons

The Company's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for development exist for each disabled person. Arrangements are made wherever possible for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Employee involvement

It is the Company's policy that the selection of employees for recruitment, training, development and promotion should be determined solely on skills, abilities and other requirements that are relevant to the job, regardless of their sex, race, religion or disability.

The Company recognises the value of its employees and places importance on communications with employees which take place at many levels throughout the organisation on both a formal and informal basis. Examples of communication channels are:

- CEO quarterly Townhall meeting with all employees, sharing with employee key strategic issues as well as performance

- Monthly forums with the senior management team, acting as feedback loop between teams and the Executive committee and the directors

- Special company gathering and meetings to discuss issues and solutions to the challenges the business has faced e.g. Inflation crisis, Brexit

The personal development of employees is closely monitored and we have recruited a Head of People that is solely focused on delivering the appropriate training programmes to assist employees to achieve their own objectives as well as those of the Company.

Auditor

The auditor, Azets Audit Services, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

The company has not reported its own energy and carbon information as permitted by the Companies (Directors’ Report) and Energy and Carbon Report Regulations 2018. The company is a subsidiary undertaking and its energy and carbon information is included in the group directors’ report of Natoora Group Limited.

Statement of directors' responsibilities

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

NATOORA LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
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.

Matters covered in the Strategic report

Where necessary, disclosures relating to future developments, risk management and results and dividends have been made in the Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act 2006.

On behalf of the board
F Fubini
Director
30 June 2026
NATOORA LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NATOORA LTD
- 5 -
Opinion

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

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

NATOORA LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NATOORA LTD (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.

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.

NATOORA LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NATOORA LTD (CONTINUED)
- 7 -

Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Rebecca Boys (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
2nd Floor
Regis House
45 King William Street
London
EC4R 9AN
16 July 2026
NATOORA LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
43,423,259
42,553,761
Cost of sales
(30,676,427)
(30,126,972)
Gross profit
12,746,832
12,426,789
Distribution costs
(1,699,075)
(1,777,255)
Administrative expenses
(10,485,100)
(9,905,349)
Operating profit
4
562,657
744,185
Interest payable and similar expenses
8
(92,117)
(110,211)
Profit before taxation
470,540
633,974
Tax on profit
9
(57,083)
(150,374)
Profit for the financial year
413,457
483,600

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 25 form part of these financial statements.

NATOORA LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
117,745
178,480
Tangible assets
11
1,132,907
1,354,688
1,250,652
1,533,168
Current assets
Stocks
12
1,032,904
896,645
Debtors
13
14,597,066
13,791,056
Cash at bank and in hand
43,151
114,675
15,673,121
14,802,376
Creditors: amounts falling due within one year
14
(7,290,788)
(7,068,789)
Net current assets
8,382,333
7,733,587
Total assets less current liabilities
9,632,985
9,266,755
Provisions for liabilities
Provisions
15
620,008
620,008
Deferred tax liability
16
269,142
316,369
(889,150)
(936,377)
Net assets
8,743,835
8,330,378
Capital and reserves
Called up share capital
19
114,742
114,742
Share premium account
20
1,110,962
1,110,962
Profit and loss reserves
21
7,518,131
7,104,674
Total equity
8,743,835
8,330,378

The notes on pages 11 to 25 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 30 June 2026 and are signed on its behalf by:
F Fubini
Director
Company registration number 04918799 (England and Wales)
NATOORA LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
114,742
1,110,962
6,276,920
7,502,624
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
483,600
483,600
Credit to equity for equity settled share-based payments
18
-
-
344,154
344,154
Balance at 31 December 2024
114,742
1,110,962
7,104,674
8,330,378
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
413,457
413,457
Balance at 31 December 2025
114,742
1,110,962
7,518,131
8,743,835

The notes on pages 11 to 25 form part of these financial statements.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Natoora Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 6, Discovery Business Park, St James Road, London, United Kingdom, SE16 4RA.

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.

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

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

- 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 financial statements of the company are consolidated in the financial statements of Natoora Group Limited. These consolidated financial statements are available from Companies House.

1.2
Going concern

The directors prepare a 1-year budget from the date of approval of the audit report and performed stress tests of revenue and expenditure which they believe to be prudent and realistic based upon their assessment of the economic outlook which allows them to steer the direction of the company. The company's operations are cash generative and, based upon the forward projections, they believe that it is appropriate to apply the going concern assumption.true

Given the company's diversification and technology investments, the business is continuing to grow and generate revenues and profits from wholesale distribution, sales to restaurants and sales direct to customers.

It is the directors' view that it is appropriate to apply the going concern basis of accounting because the company has in place the necessary budgetary control framework, action plans, diversified revenue streams, significant cash reserves and available funding to support the ability of the company to continue as a going concern.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.3
Turnover

Turnover is recognised from the sale of food produce on delivery of the product to the customer. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisified:

- The company has transferred the significant risks and rewards of ownership to the buyer;

- The company 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 probable that the company 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.

1.4
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.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Software development
4 years

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at historical cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight line method.

Depreciation is provided on the following bases:

Leasehold land and buildings
7%
Plant and machinery
10%
Fixtures and fittings
10%
Office equipment
10-20%
Motor vehicles
13%
Assets under construction
0%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or there is an indication of a significant change since the last reporting date.

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.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.6
Impairment of fixed assets

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

1.7
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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.

1.8
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.

1.9
Financial instruments

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

Financial instruments are recognised in the company's statement of financial position 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.

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.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, 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.

1.10
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 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 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 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 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.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
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.

1.13
Retirement benefits

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

1.14
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of the grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position so that, ultimately, the cumulative amount recognised over the vesting period is based on the number options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

1.15
Leases
As lessee

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.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.17

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific crieria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years and are determined with reference to managements' best estimate of their useful economic lives, based on industry knowledge. The amortised expense is recognised within 'administrative expenses' in profit or loss.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.18

Finance costs

Finance costs are charged to profit and loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Classification and carrying value of intercompany receivables

Based upon forecasts prepared, the company expects that its repayable on demand intercompany receivables will be repaid in the foreseeable future, although no specific date is set. As a result the directors believe its appropriate to maintain intercompany receivables as current assets. The carrying value of intercompany receivables was £10,364,743 (2024: £9,627,223) at the year end.

Recoverability of current assets

The directors assess trade receivables for recoverability and write off in full any balance with companies which are in administration, resulting in a total bad debt charge of £68,555 (2024: writeback £12,709) during the year. The directors also review the remaining balances for recoverability based on past trading patterns and with references to post year end receipts. A provision of £311,903 (2024: £242,148) has been made for any amounts where there is considered sufficient doubt over recoverability.

3
Turnover

The whole of the turnover is attributable from the sale of goods.

All turnover arose within the United Kingdom.

4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
272,435
(532,634)
Depreciation of owned tangible fixed assets
313,370
502,397
Loss/(profit) on disposal of tangible fixed assets
90,841
(13,800)
Amortisation of intangible assets
60,735
48,786
Share-based payments
-
344,154
Operating lease charges
1,386,008
1,427,645
NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
33,000
31,500

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of the parent company.

6
Employees

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

2025
2024
Number
Number
Sales & distribution
248
257
Administation & support
49
59
Total
297
316

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
11,857,529
11,784,550
Social security costs
1,221,273
829,032
Pension costs
171,356
425,045
13,250,158
13,038,627
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
922,517
1,019,464
Company pension contributions to defined contribution schemes
7,925
6,164
930,442
1,025,628

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Directors' remuneration
(Continued)
- 19 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
399,180
411,538
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
92,117
110,211
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
114,236
193,099
Adjustments in respect of prior periods
(9,926)
2,004
Total current tax
104,310
195,103
Deferred tax
Origination and reversal of timing differences
(47,227)
(44,729)
Total tax charge
57,083
150,374

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

2025
2024
£
£
Profit before taxation
470,540
633,974
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
117,635
158,494
Tax effect of expenses that are not deductible in determining taxable profit
655
94,421
Adjustments in respect of prior years
(9,926)
2,004
Group relief
(77,553)
(152,362)
Remeasurement of deferred tax for changes in tax rates
(47,227)
(44,729)
Fixed asset differences
73,499
92,546
Taxation charge for the year
57,083
150,374
NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Intangible fixed assets
Software development
£
Cost
At 1 January 2025 and 31 December 2025
534,324
Amortisation and impairment
At 1 January 2025
355,844
Amortisation charged for the year
60,735
At 31 December 2025
416,579
Carrying amount
At 31 December 2025
117,745
At 31 December 2024
178,480
NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
11
Tangible fixed assets
Leasehold land and buildings
Assets under construction
Plant and machinery
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2025
1,916,709
-
0
1,694,340
394,417
563,283
31,184
4,599,933
Additions
38,220
9,000
64,961
8,973
47,774
13,502
182,430
Disposals
(218,256)
-
0
-
0
(21,095)
-
0
-
0
(239,351)
At 31 December 2025
1,736,673
9,000
1,759,301
382,295
611,057
44,686
4,543,012
Depreciation and impairment
At 1 January 2025
1,509,893
-
0
936,363
307,631
469,848
21,510
3,245,245
Depreciation charged in the year
95,497
-
0
139,788
22,620
51,299
4,166
313,370
Eliminated in respect of disposals
(134,286)
-
0
-
0
(14,224)
-
0
-
0
(148,510)
At 31 December 2025
1,471,104
-
0
1,076,151
316,027
521,147
25,676
3,410,105
Carrying amount
At 31 December 2025
265,569
9,000
683,150
66,268
89,910
19,010
1,132,907
At 31 December 2024
406,816
-
0
757,977
86,786
93,435
9,674
1,354,688
NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Stocks
2025
2024
£
£
Finished goods and goods for resale
1,032,904
896,645
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
3,407,569
3,398,977
Amounts owed by group undertakings
10,364,743
9,627,223
Other debtors
485,927
565,769
Prepayments and accrued income
338,827
199,087
14,597,066
13,791,056
14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Obligations under finance leases
47,715
-
0
Other borrowings
901,371
894,147
Trade creditors
2,717,906
2,911,668
Amounts owed to group undertakings
1,221,769
964,689
Corporation tax
60,800
268,140
Other taxation and social security
295,494
250,233
Other creditors
244,022
220,766
Accruals and deferred income
1,801,711
1,559,146
7,290,788
7,068,789

Security for the debt factoring account is held over specific trade debtors and by way of debenture. The debenture holds a fixed and floating charge over all the assets of the company, including a negative pledge dated 27 June 2024.

15
Provisions for liabilities
2025
2024
£
£
Dilapidations
620,008
620,008
Movements on provisions:
Dilapidations
£
At 1 January 2025 and 31 December 2025
620,008
NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Provisions for liabilities
(Continued)
- 23 -

The dilapidations provision has been recognised for repair works upon expiry of the various property leases held by the company. There is uncertainty around the final total cost of these works on the eventual expiry of the leases.

16
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Fixed asset timing differences
269,142
316,369
2025
Movements in the year:
£
Liability at 1 January 2025
316,369
Credit to profit or loss
(47,227)
Liability at 31 December 2025
269,142

Fixed asset timing differences are expected to be reversed in line with each corresponding fixed asset class and the classes depreciation rate, as noted in the accounting policies.

Tax losses and other deductions will continue to be utilised as future profits arise from the company's ordinary course of business.

Short term timing differences are expected to reverse over the next 12 months.

17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
171,356
425,045

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

Contributions totalling £40,227 (2024: £38,193) were payable to the fund at the statement of financial position date.

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
18
Share-based payment transactions
Liabilities and expenses

In 2019, a number of employees were offered the opportunity to purchase growth shares in Natoora Group Limited. The fair value of these equity settled shares was calculated at issue date on the basis of discounted expected values, with a range of scenarios modelled and valued according to their respective probabilities. The cost of the group share-based payment expense is allocated in full to Natoora Limited as all share options held by the employees of this company resulting in a charge to the profit and loss of £nil (2024: £344,154). The growth shares previously granted under the Company's growth share plan vested during the year as the exercise period has concluded.

19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 10p each
1,147,419
1,147,419
114,742
114,742

The ordinary shares confer on each holder the right to vote on proposed resolutions.

20
Share premium account

The share premium account is used to record the aggregate amount of value of premiums paid when the company's shares are issued at amount in excess of nominal value.

21
Profit and loss reserves

The profit and loss accounts includes all current and prior period retained profits and losses available for distribution. Included in retained earnings is £1,190,529 (2024: £1,190,529) from the disposal of Natoora (US) Inc. to Natoora Group Limited. This balance is considered to be non-distributable until the consideration, by way of intercompany loans, is settled in cash.

22
Operating lease commitments
As lessee

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

2025
2024
£
£
Within 1 year
818,509
929,285
Years 2-5
518,852
749,545
After 5 years
11,667
36,000
1,349,028
1,714,830

NATOORA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
23
Other financial commitments

The company enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. The company is committed to purchase €896,343 (2024: €nil) in exchange for a fixed sterling amount.

The company has provided a cross guarantee to a fellow group entity in respect of a bank loan of $55,885 (2024: $55,885) and AUD $104,500 (2024: AUD $104,500).

24
Related party transactions

The company has taken advantage of the exemption in FRS 102 Section 33.11A to not disclose transactions with wholly owned group entities.

During the year, the company made sales of £40,213 (2024: £34,511) and purchases of £3,069 (2024: £3,314) to a company related by significant influence. At the balance sheet date, the company had trade debtors totalling £26,160 (2024: £25,198) due from this entity and the company had trade creditors totalling £288 (2024: £7,647) which were owed to the entity.

During the year, the company paid rent and related expenses to a director of £nil (2024: £82).

25
Ultimate controlling party

The immediate parent undertaking is Natoora Group Limited, a company registered in England and Wales.

The ultimate parent undertaking is Kaltroco, a company registered in Jersey.

The largest and smallest group of undertakings for which group accounts for the year ending 31 December 2025 have been drawn up, is that headed by Natoora Group Limited. The registered office address of Natoora Group Limited is Unit 6, Discovery Business Park, St James' Road, London, SE16 4RA. Copies of the group accounts are available from Companies House.

The ultimate controlling party is Corinne Ingeborg Beatrice Koltes Sulzer, by virtue of their shareholding in the ultimate parent company undertaking.

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