Company registration number 15889463 (England and Wales)
TURPAZ UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
TURPAZ UK LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
TURPAZ UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
Notes
£'000
£'000
Non-current assets
Investments
3
24,360
Current assets
Cash and cash equivalents
17
Current liabilities
6
(18,158)
Net current liabilities
(18,141)
Total assets less current liabilities
6,219
Non-current liabilities
6
(8,500)
Net liabilities
(2,281)
Equity
Called up share capital
8
Retained earnings
(2,281)
Total equity
(2,281)
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.
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:
Guy Gill
Director
Company registration number 15889463 (England and Wales)
TURPAZ UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -
Share capital
Retained earnings
Total
£'000
£'000
£'000
Balance at 9 August 2024
-
-
-
Period ended 31 December 2025:
Loss and total comprehensive income
-
(2,281)
(2,281)
Balance at 31 December 2025
(2,281)
(2,281)
TURPAZ UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information
Turpaz 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
Reporting period
The company was incorporated on 9 August 2024 and is making up these first accounts to 31 December 2025. In future years the company will make up its accounts for the year to 31 December.
1.2
Basis of preparation
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.
The company is exempt from preparing group accounts under CA2006 s.401 as the company and its subsidiary undertaking is included in the accounts of the ultimate parent company.
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
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.
1.5
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.
TURPAZ UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
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 and FVOCI 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.
1.6
Financial liabilities
The company recognises 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'.
TURPAZ UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Other financial liabilities
Other financial liabilities, including borrowings, trade 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.
1.7
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.
1.8
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.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2025
Number
4
3
Investments
Current
Non-current
2025
2025
£'000
£'000
Investments in subsidiaries
-
20,000
Investments in associates
-
4,360
24,360
Fair value of financial assets carried at amortised cost
Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
TURPAZ UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
3
Investments
(Continued)
- 6 -
Movements in non-current investments
Shares in subsidiaries and associates
£'000
Cost or valuation
At 9 August 2024
-
Additions
24,360
At 31 December 2025
24,360
Carrying amount
At 31 December 2025
24,360
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
Flavours & Essences (UK) Limited
Flavours House, Mercer Way, Shadsworth Business Park, Blackburn, BB1 2QD. United Kingdom
Ordinary
100.00
5
Associates
Details of the company's associates at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
New Generation Flavors Ltd
Irwell Point, Rechar Way, Swinton, Manchester M27 8BW United Kingdom
Ordinary A - voting
24.99
New Generation Flavors Ltd
As above
Ordinary B - non-voting
24.99
The investments in associates are all stated at cost.
6
Liabilities
Current
Non-current
2025
2025
Notes
£'000
£'000
Borrowings
7
18,158
8,500
TURPAZ UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 7 -
7
Borrowings
Current
Non-current
2025
2025
£'000
£'000
Borrowings held at amortised cost:
Bank loans
4,324
8,500
Loans from fellow group undertakings
13,834
-
The bank loan is unsecured.
The group loans are unsecured and repayable on demand.
8
Share capital
2025
Ordinary shares of £1 each
1
The company has one class of ordinary share which carry no right to fixed income.
9
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 loss 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.
Senior Statutory Auditor:
David Evans BA FCA
Statutory Auditor:
Bishops Audit Limited
Date of audit report:
25 August 2026