Company registration number 03615408 (England and Wales)
FLAVOURS AND ESSENCES UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
FLAVOURS AND ESSENCES UK LIMITED
COMPANY INFORMATION
Directors
Guy Gill
Alon Granot
Keren Khazon
Israel Leshem
Company number
03615408
Registered office
Flavours House
Mercer Way
Shadsworth Business Park
Blackburn
Lancashire
BB1 2QD
Auditor
Bishops Audit Limited
1 Croft Court
Plumpton Close
Whitehills Business Park
Blackpool
Lancashire
FY4 5PR
FLAVOURS AND ESSENCES UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Income statement
9 - 10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 30
FLAVOURS AND ESSENCES UK LIMITED
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 continued to be that of the manufacture and distribution of food flavourings and other flavoured products.

Review of the business

The results for the company show a loss before taxation for the period of £36 9,000 (2024: profit of £2,527,000). The net assets of the company at the period end are £2,657,000 (2024: £2,904,000).

Future outlook

The company is structured and positioned in such a manner that will enable it to meet the demands of its markets and business environment and, consequently, the directors are optimistic about the future prospects of the company.

Principal risks and uncertainties
FLAVOURS AND ESSENCES UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Financial risk management

The company is subject to a number of financial risks, which are principally as follows:

Interest rate risk - the directors do not consider that the company is particularly exposed to fluctuations in interest rates as we have no borrowings.

Foreign exchange risk - the company has a relatively low volume of normal sales and purchasing activity denominated in foreign currencies. The risk inherent in these transactions is considered relatively low as the time between inception and crystallisation is typically comparatively short.

Credit risk - the company is exposed to credit risk from its customers and banking institutions. This risk is managed through application of the company's credit control policies. Cash balances are only deposited with those institutions that can demonstrate an appropriate level of creditworthiness.

Liquidity risk - the company is exposed to liquidity risk. The company's cash flow forecasting procedures are designed to ensure that the company will retain sufficient liquidity in order to discharge its obligations as they fall due.

Key performance indicators

The business manages its operations using key performance indicators. Revenue growth and resource management are overriding indicators of business success with the principal key performance indicators used in monitoring the business performance against key criteria as follows:

2025 2024

Sales growth (36.0%) (24.0%)

On 31 December 2024, the company completed the disposal of its vaping portfolio, which represented a major line of business. This disposal is part of the company's strategic decision to focus on its core operations in food flavourings. The results of this business have been classified as a discontinued operation and are presented separately in the income statement for all periods presented.

Although the vaping portfolio was sold on 31 December 2024, Flavours and Essences UK Limited continued to fulfil orders in the first half of the year on behalf of New Generation Flavours Limited

2025 2024

Customer Days 28 29

2025 2024

Supplier Days 42 73

Decrease due to reduced overdue invoices and increased on-time payment rates.

2025 2024

Stock Turnover Days 59 140

Decrease in inventory being held in order to align the inventory levels with the reduced operations due to the discontinuance of vape products.

FLAVOURS AND ESSENCES UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

On behalf of the board

Guy Gill
Director
29 June 2026
FLAVOURS AND ESSENCES UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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

Results and dividends

The results for the year are set out on pages 9 to 10.

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

No preference 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:

Guy Gill
Alon Granot
Keren Khazon
Israel Leshem
Supplier payment policy

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The company's current policy concerning the payment of trade creditors is to:

- settle the terms of payment with suppliers when agreeing the terms of each transaction;

- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

- pay in accordance with the company's contractual and other legal obligations.

Trade creditors of the company at the year end were equivalent to 42 day's purchases, based on the average daily amount invoiced by suppliers during the year.

Future developments

The future developments of the Company are discussed in the strategic report on page 2.

Financial risk management

Details of the principal risks and uncertainties and financial risk management are disclosed within the strategic report on page 3.

Statement of disclosure to auditor

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

On behalf of the board
Guy Gill
Director
29 June 2026
FLAVOURS AND ESSENCES UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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

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

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

FLAVOURS AND ESSENCES UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF FLAVOURS AND ESSENCES UK LIMITED
- 6 -
Opinion

We have audited the financial statements of Flavours and Essences UK Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, 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 101 Reduced Disclosure Framework (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 loss 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.

FLAVOURS AND ESSENCES UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF FLAVOURS AND ESSENCES UK LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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

- Enquiry of management and those charged with governance around actual and potential litigation and claims.

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

- Performing analytical procedures to identify any unusual or unexplained relationships that may indicate risks of material misstatement due to fraud.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

FLAVOURS AND ESSENCES UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF FLAVOURS AND ESSENCES UK LIMITED (CONTINUED)
- 8 -
David Evans BA FCA (Senior Statutory Auditor)
For and on behalf of Bishops Audit Limited, Statutory Auditor
Chartered Accountants
1 Croft Court
Plumpton Close
Whitehills Business Park
Blackpool
Lancashire
FY4 5PR
20 July 2026
FLAVOURS AND ESSENCES UK LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Continuing
Discontinued
31 December
operations
operations
2025
Notes
£'000
£'000
Revenue
3
5,696
1,615
7,311
Cost of sales
(3,188)
(834)
(4,022)
Gross profit
2,508
781
3,289
Distribution costs
(210)
-
0
(210)
Administrative expenses
(2,355)
(149)
(2,504)
Profit/(loss) on disposal of operations
4
(305)
(632)
(937)
Operating (loss)/profit
5
(362)
-
(362)
Interest payable and similar charges
9
(7)
-
0
(7)
Loss before taxation
(369)
-
(369)
Tax on loss
10
122
-
122
(Loss)/profit and total comprehensive income for the financial year
(247)
-
(247)
FLAVOURS AND ESSENCES UK LIMITED
INCOME STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Continuing
Discontinued
31 December
operations
operations
2024
Notes
£'000
£'000
Revenue
3
5,271
6,151
11,422
Cost of sales
(2,861)
(3,687)
(6,548)
Gross profit
2,410
2,464
4,874
Distribution costs
(115)
(160)
(275)
Administrative expenses
(1,241)
(954)
(2,195)
Operating (loss)/profit
5
1,054
1,350
2,404
Interest receivable and similar income
8
123
-
0
123
Profit before taxation
1,177
1,350
2,527
Tax on profit
10
(270)
(310)
(580)
(Loss)/profit and total comprehensive income for the financial year
907
1,040
1,947
FLAVOURS AND ESSENCES UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Non-current assets
Intangible assets
13
187
352
Property, plant and equipment
14
219
99
Right-of-use assets
14
206
174
Deferred tax asset
20
46
56
658
681
Current assets
Inventories
15
460
1,813
Trade and other receivables
16
2,302
2,114
Cash and cash equivalents
335
623
3,097
4,550
Current liabilities
17
(1,018)
(2,228)
Net current assets
2,079
2,322
Total assets less current liabilities
2,737
3,003
Non-current liabilities
17
(80)
(99)
Net assets
2,657
2,904
Equity
Called up share capital
22
-
0
-
0
Retained earnings
2,657
2,904
Total equity
2,657
2,904
The financial statements were approved by the board of directors and authorised for issue on 29 June 2026 and are signed on its behalf by:
Guy Gill
Director
Company registration number 03615408 (England and Wales)
FLAVOURS AND ESSENCES UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Retained earnings
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2024
-
7,305
7,305
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,947
1,947
Transactions with owners:
Dividends
12
-
(6,348)
(6,348)
Balance at 31 December 2024
-
0
2,904
2,904
Year ended 31 December 2025:
Loss and total comprehensive income
-
(247)
(247)
Balance at 31 December 2025
-
0
2,657
2,657
FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Flavours and Essences UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Flavours House, Mercer Way, Shadsworth Business Park, Blackburn, Lancashire, BB1 2QD. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 £'000.

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

FRS 101 sets out a reduced disclosure framework for a "qualifying entity" as defined in the standard which

addresses the financial reporting requirements and disclosure exemptions in the individual financial statements of qualifying entities that otherwise apply the recognition, measurement and disclosure requirements of IFRS.

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial

statements, in accordance with FRS 101:

• - The following paragraphs of IAS 1, 'Presentation of Financial Statements':

• 10 (d) (a statement of cash flows for the period)

•10 (f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or when it reclassifies in its financial statements)

• 16 (a statement of compliance with all IFRS)

• 134 - 136 (capital management disclosure)

- IAS 7, 'Statement of cash flows'

- The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions entered into between two or more members of a group

- Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective)

- Paragraphs 45(b) and 46 to 52 of IFRS 2 “Share-based Payments”

Where required, equivalent disclosures are given in the group accounts of Turpaz Industries Ltd. The group accounts of Turpaz Industries Ltd are available to the public and can be obtained as set out in note 23.

1.2
Going concern

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

1.3
Revenue

Turnover comprises the sales value (excluding value added tax) of goods supplied in the normal course of business. Turnover is recognised at a point in time when goods are despatched and control is transferred to the customer. This revenue is recognised in the accounting period when control of the product has been transferred, at an amount that reflects the consideration to which the entity expects to be entitled in exchange for fulfilling its performance obligations to customers.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.4
Intangible assets other than goodwill

'Software' costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met:

• it is technically feasible to complete the software product so that it will be available for use;

• management intends to complete the software product and use or sell it;

• there is an ability to use or sell the software product;

• it can be demonstrated how the software product will generate probable future economic benefits;

• adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and

• the expenditure attributable to the software product during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred.

Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Computer software development costs recognised as assets are amortised over their estimated useful lives, which does not exceed three years.

Intellectual property is amortised so as to write off the cost of the intangible asset over 5 years.

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold land & buildings
Shorter of the life of the lease or the life of the specific asset
Leasehold improvements
Shorter of the life of the lease or the life of the specific asset
Fixtures and fittings
10 years
Plant and equipment
10 years
Computers
3 years
Motor vehicles
3 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.

1.6
Impairment of tangible and intangible assets

At each reporting 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.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

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.

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

1.7
Inventories

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

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

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

1.8
Cash and cash equivalents

Cash and cash equivalents 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 assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

1.13
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.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.

1.14
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 inventories or non-current 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.

1.15
Retirement benefits

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

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.16
Leases

The Company leases various properties, vehicles and fork-lift trucks. Leases are negotiated on an individual basis and contain a wide range of different terms and conditions, including early termination rights. The lease agreements do not impose any covenants other than the security interest in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. The main lease features are summarised below:

• The Production facilities incorporate 2 buildings rented for a period of 10 years. The contract contains an early termination clause. Lease payments are fixed.

• Two separate offices are leased in the same building off-site. These run for 3 years and contain an annual early termination clause. Lease payments are fixed. The lease payments for one of these offices were satisfied in full in the year and the lease will not be extended.

• Fork-lift trucks are rented for a fixed period of 1 year, payments are fixed and were fully repaid in the year.

• A new design building has been rented offsite for a period of 5 years. The contract contains an early termination clause. Lease payments are fixed.

• Two vehicles have been rented in the year for 3 and 4 years respectively. Lease payments are fixed.

It is reasonably certain that the early termination clauses for the buildings will not be exercised as the Company could not operate without the buildings.

There are a number of restrictions in the building leases of what the tenant cannot do. However, these are all standard terms contained in a normal building lease.

Contracts may contain both lease and non-lease components. The company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the company is a lessee and for which it has major leases, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the fixed payments (including in-substance fixed payments), less any lease incentives receivable.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily

determined, which is generally the case for leases in the company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

• The amount of the initial measurement of the lease liability;

• Any lease payments made at or before the commencement date less any lease incentives received;

• Any initial direct costs; and

• Restoration costs.

Right-of-use assets are generally depreciated over the shorter of the assets useful life and the lease term on a straight-line basis. If the company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life. While the company revalued its land and buildings that are presented within property, plant and equipment, it has chosen not to do so for the right-of-use buildings held by the company.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. Information about critical accounting estimates and judgements in the application of lease accounting is disclosed below.

1.17
Foreign exchange

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

2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

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

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Critical accounting estimates and judgements
(Continued)
- 21 -

Impairment of inventory

The company is subject to changing consumer demands and trends. As a result it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. See note 12 for the net carrying amount of the inventory and associated provision.

Impairment of trade receivables

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profit of receivables and historical experience. See note 14 for the net carrying amount of the receivables and any associated impairment provision.

Lease accounting

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the company:

• Where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since the third-party financing was received;

• Uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the company, which does not have recent third-party financing; and

• Makes adjustments specific to the lease, e.g. term, currency and security.

The company had previously used incremental borrowing rates specific to each lease and the rates range between 3.3% and 3.9%. Following the take-over by Turpaz Industries Limited, the policy is to apply a borrowing rate of 6%, therefore the ROU cost and associated lease liabilities have been adjusted accordingly.

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options are only included in the lease term if the lease is reasonably certain to be extended. For property leases the following factors are normally the most relevant:

• If there are significant penalties to terminate, the company is typically certain to extend.

• If any leasehold improvements are expected to have a significant remaining value, the company is typically reasonably certain to extend.

• Otherwise, the company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

Most extension options in property and vehicle leases have not been included in the lease liability because the company could replace the assets without significant cost or business disruption.

3
Revenue
2025
2024
£'000
£'000
Revenue analysed by class of business
Sale of goods
7,311
11,422

The turnover and profit before tax are all attributable to the principle activities of the company and originate within the UK.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
4
Exceptional items
2025
2024
£'000
£'000
Expenditure
Exceptional costs - disposal of business
937
-

Exceptional costs relate to a charge from an associated company to cover the EBIT from products that Flavours and Essences UK Limited manufactured and sold on their behalf in the first half of the year. There were also some legal fees incurred in the year in relation to the transfer of the vaping business.

5
Operating (loss)/profit
2025
2024
Operating (loss)/profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange losses
20
96
Research and development costs
18
3
Depreciation of property, plant and equipment
140
128
Amortisation of intangible assets (included within administrative expenses)
166
146
Cost of inventories recognised as an expense
2,853
4,990
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
18
18
7
Employees

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

2025
2024
Number
Number
45
49

Their aggregate remuneration comprised:

2025
2024
£'000
£'000
Wages and salaries
2,027
1,867
Social security costs
243
272
Pension costs
179
180
2,449
2,319
FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
8
Investment income
2025
2024
£'000
£'000
Interest income
Interest on bank deposits
-
0
123
9
Finance costs
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
7
-
10
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
-
692
Adjustments in respect of prior periods
(132)
-
Total UK current tax
(132)
692
Deferred tax
Origination and reversal of temporary differences
10
(4)
Adjustment in respect of prior periods
-
0
(108)
10
(112)
Total tax charge/(credit)
(122)
580

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

2025
2024
£'000
£'000
(Loss)/profit before taxation
(369)
2,527
Expected tax (credit)/charge based on a corporation tax rate of 25.00% (2024: 25.00%)
(92)
632
Effect of expenses not deductible in determining taxable profit
1
41
Change in unrecognised deferred tax assets
(21)
-
0
Under/(over) provided in prior years
(10)
(93)
Taxation (credit)/charge for the year
(122)
580
FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
11
Discontinued operations

Disposal of Vaping Portfolio

On 31 December 2024, the Company completed the disposal of its vaping portfolio, which represented a major line of business. This disposal is part of the Company’s strategic decision to focus on its core operations in food flavourings. The results of this business have been classified as a discontinued operation and are presented separately in the statement of profit or loss for all periods presented.

Details of the sale:

- Purchaser: New Generation Flavors Ltd

- Date of disposal: 31 December 2024

- Proceeds received £1

- Net assets disposed of: £Nil

- Transaction costs: £Nil

- Gain on disposal before tax: £Nil

Although the vaping portfolio was sold on 31 December 2024, Flavours and Essences UK Limited continued to fulfil orders in the first half of the year on behalf of New Generation Flavors Ltd.

The results of the discontinued business, which have been included in the income statement, were as follows:
2025
2024
£'000
£'000
Revenue
1,615
6,151
Operating expenses
(983)
(4,801)
Exceptional items
(632)
-
(Loss)/profit before taxation
-
1,350
Income tax expense
-
(310)
Net (loss)/profit attributable to discontinuation
-
0
1,040
12
Dividends
2025
2024
2025
2024
Amounts recognised as distributions:
per share
per share
Total
Total
£'000
£'000
£'000
£'000
Ordinary shares
Interim dividend paid
-
51.00
-
6,348
13
Intangible fixed assets
Software
Intellectual Property
Total
£'000
£'000
£'000
Cost
At 31 December 2024
260
707
967
At 31 December 2025
260
707
967
FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Intangible fixed assets
Software
Intellectual Property
Total
£'000
£'000
£'000
(Continued)
- 25 -
Amortisation and impairment
At 31 December 2024
190
425
615
Charge for the year
24
141
165
At 31 December 2025
214
566
780
Carrying amount
At 31 December 2025
46
141
187
At 31 December 2024
70
282
352
FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
14
Property, plant and equipment
Leasehold land & buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2025
512
410
461
81
142
56
1,662
Additions
63
137
17
3
-
0
65
285
Disposals
(19)
-
-
0
-
0
-
0
(22)
(41)
At 31 December 2025
556
547
478
84
142
99
1,906
Accumulated depreciation and impairment
At 1 January 2025
344
359
423
68
142
46
1,383
Charge for the year
76
25
12
3
-
0
24
140
Eliminated on disposal
(19)
-
0
-
0
-
0
-
0
(22)
(41)
At 31 December 2025
401
384
435
71
142
48
1,481
Carrying amount analysed between owned assets and right-of-use assets
At 31 December 2025
Owned assets
-
163
43
13
-
-
219
Right-of-use assets
155
-
-
-
-
51
206
155
163
43
13
-
0
51
425
At 31 December 2024
Owned assets
-
51
38
10
-
-
99
Right-of-use assets
168
-
-
-
-
6
174
168
51
38
10
-
0
6
273
FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -

Property, plant and equipment includes right-of-use assets, as follows:

Right-of-use assets
2025
2024
£'000
£'000
Net values at the year end
Property
154
168
Motor vehicles
51
6
205
174
Total additions in the year
128
22
Depreciation charge for the year
Property
76
57
Motor vehicles
21
26
97
83

The interest charge on lease liabilities was £7,316 (202 4: £6,000).

15
Inventories
2025
2024
£'000
£'000
Raw materials
352
1,569
Work in progress
35
26
Finished goods
73
218
460
1,813

Inventories are stated after provisions for impairment of £2 12,798 (202 4: £295,171)

16
Trade and other receivables
2025
2024
£'000
£'000
Trade receivables
551
923
Corporation tax recoverable
229
97
Amounts owed by fellow group undertakings
1,408
995
Prepayments and accrued income
114
99
2,302
2,114

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

Amounts owed by group undertakings are unsecured, have no fixed date of repayment and are repayable on demand.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
17
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
£'000
£'000
£'000
£'000
Trade and other payables
18
647
2,122
-
0
-
0
Taxation and social security
242
30
-
-
Lease liabilities
19
129
76
80
99
1,018
2,228
80
99
18
Trade and other payables
2025
2024
£'000
£'000
Trade payables
319
1,310
Amounts owed to fellow group undertakings
147
-
Accruals and deferred income
181
792
Other payables
-
20
647
2,122
19
Lease liabilities
2025
2024
Net amounts due
£'000
£'000
Within one year
129
76
After more than one year
80
99
209
175
2025
2024
Maturity analysis of future lease payments
£'000
£'000
Within one year
129
76
In two to five years
80
99
Total undiscounted liabilities
209
175

The leases are secured by the assets to which they relate.

FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
20
Deferred taxation
Assets
2025
2024
£'000
£'000
Deferred tax balances
46
56
Deferred tax assets are expected to be recovered after more than one year.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

ACAs
£'000
Liability at 1 January 2024
(52)
Deferred tax movements in prior year
Credit/(charge) to profit or loss
108
Asset at 1 January 2025
56
Deferred tax movements in current year
Credit/(charge) to profit or loss
(10)
Asset at 31 December 2025
46

Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
179
180

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.

22
Share capital
2025
2024
2025
2024
Ordinary shares of £1 each
120
120
-
-
D Share of £1 each
1
1
-
-
E Share of £1 each
1
1
-
-
F Share of £1 each
1
1
-
-
G Share of £1 each
1
1
-
-
FLAVOURS AND ESSENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
23
Ultimate parent company and controlling party

The company is a wholly owned subsidiary of Turpaz UK Limited, a company incorporated in the UK.

The ultimate parent company and controlling party is Turpaz Industries Ltd. Turpaz Industries Ltd is the parent of the smallest and largest group to consolidate these financial statements. Copies of the group financial statements can be obtained from the company secretary at:

Turpaz Industries Ltd

Halahav 2 Holon,5885708,

Israel

24
Related party transactions

During the year, sales were made on behalf of an associated company totalling £1,615,000 and costs were incurred totalling £983,000. The associated company charged Flavours and Essences UK Limited an amount of £632,000 to cover the EBIT generated. No balances were outstanding at the year end.

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