Company registration number 12309391 (England and Wales)
WINTERBROOK INGREDIENTS LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
WINTERBROOK INGREDIENTS LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
WINTERBROOK INGREDIENTS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
31 December 2025
31 January 2025
Notes
£
£
£
£
Fixed assets
Investments
3
1,038,500
314,800
Current assets
Stocks
-
1,000
Debtors
5
127,300
18,003
Cash at bank and in hand
1,537,733
8,987
1,665,033
27,990
Creditors: amounts falling due within one year
6
(620,950)
(45,131)
Net current assets/(liabilities)
1,044,083
(17,141)
Net assets
2,082,583
297,659
Capital and reserves
Called up share capital
7
219
100
Share premium account
8
1,615,042
-
0
Profit and loss reserves
9
467,322
297,559
Total equity
2,082,583
297,659

The notes on pages 2 to 7 form part of these financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 25 August 2026 and are signed on its behalf by:
O Woodgate
Director
Company registration number 12309391 (England and Wales)
WINTERBROOK INGREDIENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Winterbrook Ingredients Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Key Building, Eastlands Industrial Estate, Leiston, Suffolk, United Kingdom, IP16 4LL.

1.1
Reporting period

During the period, the company's accounting reference date was shortened from 31 January 2026 to 31 December 2025 in order to align with its group undertakings.

Accordingly, the current period presented is that of 11 months, compared with the previous period being a full year. As such, the comparative amounts presented in the financial statements, including the related notes, are not entirely comparable.

1.2
Basis of preparation

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

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

1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

WINTERBROOK INGREDIENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.5
Stocks

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

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

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.

1.6
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.

1.7
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.

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 and bank loans 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.

WINTERBROOK INGREDIENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.8
Equity instruments

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

1.9
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.

2
Employees

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

31 December 2025
31 January 2025
Number
Number
Total
0
0
3
Fixed asset investments
31 December 2025
31 January 2025
£
£
Shares in group undertakings and participating interests
1,038,500
314,800
WINTERBROOK INGREDIENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
3
Fixed asset investments
(Continued)
- 5 -
Movements in fixed asset investments
Shares in subsidiaries and associates
£
Cost or valuation
At 1 February 2025
314,800
Additions
723,700
At 31 December 2025
1,038,500
Carrying amount
At 31 December 2025
1,038,500
At 31 January 2025
314,800
4
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Howarth Winterbrook Limited
The Key Building, Eastlands Industrial Estate, Leiston, Suffolk, United Kingdom, IP16 4LL
Ordinary
100.00
Winterbrook Trading BV
Barbara Strozzilaan 101, 1083 HN Amsterdam, Netherlands
Ordinary
100.00
5
Debtors
31 December 2025
31 January 2025
Amounts falling due within one year:
£
£
Other debtors
127,300
18,003
6
Creditors: amounts falling due within one year
31 December 2025
31 January 2025
£
£
Bank loans
-
0
41,575
Trade creditors
-
0
222
Other creditors
620,950
3,334
620,950
45,131

Other creditors include amounts of £600,000 (31 January 2025: £nil) owed to a related party, which are unsecured, interest free and repayable on demand.

WINTERBROOK INGREDIENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 6 -
7
Called up share capital
31 December 2025
31 January 2025
31 December 2025
31 January 2025
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
A Ordinary shares of 0.1p each (31 January 2025: £1 each)
153,067
80
153
80
B Ordinary shares of 0.1p each (31 January 2025: £1 each)
65,600
20
66
20
218,667
100
219
100

During the period, the following changes in share capital took place:

- 80 A ordinary shares of £1 each and 20 B ordinary shares of £1 each were allotted, increasing the issued share capital to 160 A ordinary shares and 40 B ordinary shares.

- 160 A ordinary shares of £1 each were subdivided into 160,000 A ordinary shares of 0.1p each and the 40 B ordinary shares of £1 each were subdivided into 40,000 B ordinary shares of 0.1p each.

- 52,480 A ordinary shares of 0.1p each were re-designated as B ordinary shares and 26,880 B ordinary shares of 0.1p each were re-designated as A ordinary shares.

- 18,667 A Ordinary share s of 0.1p each was allotted at a premium of £1,615,042.

8
Share premium account

Share premium account includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

9
Profit and loss reserves

Profit and loss reserves includes all cumulative retained profit an losses.

10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

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 period then ended;

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

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

Other matters
In the previous account period, the directors have taken advantage of the small companies exceptions provided by section 477 of the Companies Act 2006. As such, the previous period financial statements were not subject to audit.
WINTERBROOK INGREDIENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
10
Audit report information
(Continued)
- 7 -
Senior Statutory Auditor:
Daniel Reid FCA
Statutory Auditor:
FLB Audit LLP
Date of audit report:
25 August 2026
11
Related party transactions
Transactions with related parties

During the period, the Company received £297,613 from a company who became a wholly owned subsidiary of the Company in the period.

The following amounts were outstanding at the reporting end date:

31 December 2025
31 January 2025
Amounts due from related parties
£
£
Key management personnel
127,200
-

Amounts owed due from related parties are unsecured, interest free and repayable on demand.

Other information

The c ompany has taken advantage of the exemption from the requirement to disclose transactions with wholly owned group companies.

12
Parent company

The immediate parent company is LinkOne International Holdings Limited, whose registered office is The Key Building, Eastlands Industrial Estate, Leiston, Suffolk, United Kingdom, IP16 4LL.

The ultimate parent company is LinkOne Holdings Inc., whose registered office is 601 13th Street, Monett, 65708, US.

The smallest and largest group in which the results of the company are consolidated is the LinkOne Holdings Inc.

There is no individual or entity that is considered to be the ultimate controlling party.

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