REGISTERED NUMBER: 10664256 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026

FOR

NUTREE LIFE LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

P Mroczak

A Hodgkinson

REGISTERED OFFICE:

Unit 8 Dakota Business Park

Dakota Way

Burscough

Ormskirk

Lancashire

L40 8AF

REGISTERED NUMBER:

10664256 (England and Wales)

AUDITORS:

Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

The directors present their strategic report for the year ended 31 March 2026.

Financial results

The Company continued to expand its customer base and strengthen relationships with existing clients during the year, supported by its ability to deliver innovative products and value-added services. This has contributed to a profitable performance in the current year and further enhanced the Company's market position. Continued investment in product development, operational capabilities and customer relationships has positioned the business well to capitalise on growth opportunities in the coming year.

Key highlights

The principal activity of the company is to manufacture premium quality free from, plant based / vegan products, to meet consumer demand for healthier snacking options and appealing to consumers who may suffer from certain food intolerances.

During the year ending 31 March 2026, the company invested in NPD to support the creation of new products and product types for new and existing customers. Moreover, significant investment in NPD was conducted throughout the year to support the continuing growth of Bar1 Brands.

Still operating as a group structure under the parent, Nutree Holdings Ltd, which owns the manufacturing site, enabling solar power to be installed and secure its manufacturing capabilities.

Principle risks and uncertainties

The effect of the ongoing Global Conflict has increased our lead times and raw material costs.

The increase in the cost of living has been a challenge.

However, the mitigating factors are the investments we made in product development, our machinery, sustainability and staff upskilling/training.

Future developments

Whilst the Company continues to support its customers through the development and manufacture of innovative products tailored to their specific requirements, significant progress has been made in the growth of the Company's own branded product portfolio under the Yubi and Jade & Joy trademarks.

During the year, the Company continued to invest in these brands, strengthening their market position and expanding their presence across both retail and e-commerce channels. The brands have continued to gain momentum with major high street retailers and online platforms, supported by ongoing investment in marketing, new product development and product innovation.

The Company remains committed to enhancing its branded offering through the introduction of new products and categories, ensuring it continues to meet evolving consumer demand. Growth in international markets has also continued, with increasing sales overseas providing further opportunities for expansion. The directors believe that the combination of continued brand investment, product innovation and international growth will support the long-term development of the business.

In the next twelve months, the company is expecting to significantly grow in sales and diversify its brands portfolio and product offering.

In the longer term, the company plans to triple its turnover in 3 years.

ON BEHALF OF THE BOARD:

P Mroczak - Director

18 September 2026

The directors present their report with the financial statements of the company for the year ended 31 March 2026.

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of 792 per share.

The total distribution of dividends for the year ended 31 March 2026 will be £ 79,200 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report.

P Mroczak

A Hodgkinson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Wallwork Nelson & Johnson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P Mroczak - Director

18 September 2026

Opinion

We have audited the financial statements of Nutree Life Ltd (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2026 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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 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.

Auditors' 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 a Report of the Auditors 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.

-

Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and

regulations.

-

Reviewing minutes of meetings of those charged with governance.

-

Reviewing financial statement disclosures and testing to support documentation to assess compliance with

applicable laws and regulations.

-

Auditing the risk of management override of controls and evaluating the business rationale of significant transactions outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Paul Woodburn (Senior Statutory Auditor)

for and on behalf of Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

18 September 2026

TURNOVER

4,592,840

4,502,554

Cost of sales

3,333,582

3,453,715

GROSS PROFIT

1,259,258

1,048,839

Administrative expenses

595,276

778,301

663,982

270,538

Other operating income

65,004

211,666

OPERATING PROFIT

4

728,986

482,204

Interest receivable and similar income

1,555

13

730,541

482,217

Interest payable and similar expenses

5

666,113

416,065

PROFIT BEFORE TAXATION

64,428

66,152

Tax on profit

6

(97,885

)

(269,584

)

PROFIT FOR THE FINANCIAL YEAR

162,313

335,736

PROFIT FOR THE YEAR

162,313

335,736

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

162,313

335,736

FIXED ASSETS

Intangible assets

8

2,422,606

1,556,639

Tangible assets

9

2,465,178

2,794,329

4,887,784

4,350,968

CURRENT ASSETS

Stocks

10

924,986

695,107

Debtors

11

2,450,823

3,831,028

Cash at bank

71,022

263,994

3,446,831

4,790,129

CREDITORS

Amounts falling due within one year

12

4,694,413

4,562,221

NET CURRENT (LIABILITIES)/ASSETS

(1,247,582

)

227,908

TOTAL ASSETS LESS CURRENT LIABILITIES

3,640,202

4,578,876

CREDITORS

Amounts falling due after more than one year

13

(1,252,066

)

(2,289,905

)

PROVISIONS FOR LIABILITIES

17

(411,670

)

(395,618

)

NET ASSETS

1,976,466

1,893,353

CAPITAL AND RESERVES

Called up share capital

18

100

100

Retained earnings

19

1,976,366

1,893,253

SHAREHOLDERS' FUNDS

1,976,466

1,893,353

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2026 and were signed on its behalf by:

P Mroczak - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2024

100

1,636,717

1,636,817

Changes in equity

Dividends

-

(79,200

)

(79,200

)

Total comprehensive income

-

335,736

335,736

Balance at 31 March 2025

100

1,893,253

1,893,353

Changes in equity

Dividends

-

(79,200

)

(79,200

)

Total comprehensive income

-

162,313

162,313

Balance at 31 March 2026

100

1,976,366

1,976,466

1.	STATUTORY INFORMATION

Nutree Life Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of Nutree Holdings Limited as at 31 March 2025 and these financial statements may be obtained from Unit 8 Dakota Business Park, Dakota Way, Burscough, United Kingdom, L40 8AF.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery etc - between 10 - 25% on reducing balance

Long leasehold - between 4 - 10% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Development expenditure relating to creating healthy, delicious & 100% all-natural plant-based vegan protein nutrition products is to be written off in the profit and loss account in the year in which it is incurred.

Development expenditure which has been capitalised in previous years, will continue to be amortised, on a systematic basis, over the period in which the product is to be produced.

Deferred development expenditure is to be reviewed at the end of each accounting period. Where circumstances which have justified the deferral no longer apply the expenditure is to be written off immediately. Deferral of development expenditure is applied to all projects meeting the criteria set out in FRS 102 Section 18.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31/3/26

31/3/25

£

£

Wages and salaries

1,188,101

1,131,667

Social security costs

52,536

50,030

Other pension costs

6,549

7,581

1,247,186

1,189,278

The average number of employees during the year was as follows:

31/3/26

31/3/25

Directors

2

2

Other staff

52

55

54

57

31/3/26

31/3/25

£

£

Directors' remuneration

19,752

42,542

Directors' excess retirement benefits

218

543

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

4.	OPERATING PROFIT

The operating profit is stated after charging:

31/3/26

31/3/25

£

£

Hire of plant and machinery

4,585

8,051

Other operating leases

175,000

96,000

Depreciation - owned assets

115,064

134,351

Depreciation - assets on hire purchase contracts

214,087

229,720

Loss on disposal of fixed assets

-

135,200

Development costs amortisation

124,772

129,780

Auditors' remuneration

17,500

20,000

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/3/26

31/3/25

£

£

Bank loan interest

265,734

235,820

Other interest

161,847

79,985

Hire purchase

238,532

100,260

666,113

416,065

6.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

31/3/26

31/3/25

£

£

Current tax:

UK corporation tax

(113,937

)

(182,493

)

Deferred tax

16,052

(87,091

)

Tax on profit

(97,885

)

(269,584

)

UK corporation tax was charged at 25%) in 2025.

7.

DIVIDENDS

31/3/26

31/3/25

£

£

Ordinary shares of £1 each

Final

79,200

79,200

8.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 April 2025

2,149,101

Additions

990,739

At 31 March 2026

3,139,840

AMORTISATION

At 1 April 2025

592,462

Amortisation for year

124,772

At 31 March 2026

717,234

NET BOOK VALUE

At 31 March 2026

2,422,606

At 31 March 2025

1,556,639

9.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

leasehold

machinery

fittings

£

£

£

COST

At 1 April 2025

and 31 March 2026

552,194

2,831,459

286,123

DEPRECIATION

At 1 April 2025

83,904

833,244

188,375

Charge for year

45,218

200,080

25,001

At 31 March 2026

129,122

1,033,324

213,376

NET BOOK VALUE

At 31 March 2026

423,072

1,798,135

72,747

At 31 March 2025

468,290

1,998,215

97,748

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 April 2025

and 31 March 2026

287,175

71,715

4,028,666

DEPRECIATION

At 1 April 2025

86,358

42,456

1,234,337

Charge for year

51,373

7,479

329,151

At 31 March 2026

137,731

49,935

1,563,488

NET BOOK VALUE

At 31 March 2026

149,444

21,780

2,465,178

At 31 March 2025

200,817

29,259

2,794,329

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

Motor

machinery

vehicles

Totals

£

£

£

COST

At 1 April 2025

and 31 March 2026

2,280,587

287,175

2,567,762

DEPRECIATION

At 1 April 2025

653,446

86,358

739,804

Charge for year

162,714

51,373

214,087

At 31 March 2026

816,160

137,731

953,891

NET BOOK VALUE

At 31 March 2026

1,464,427

149,444

1,613,871

At 31 March 2025

1,627,141

200,817

1,827,958

10.

STOCKS

31/3/26

31/3/25

£

£

Stocks

924,986

695,107

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/3/26

31/3/25

£

£

Trade debtors

274,548

1,176,027

Amounts owed by group undertakings

1,738,124

2,351,480

Other debtors

296,430

182,493

Prepayments

141,721

121,028

2,450,823

3,831,028

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/3/26

31/3/25

£

£

Bank loans and overdrafts (see note 14)

508,799

445,645

Hire purchase contracts (see note 15)

684,655

976,249

Trade creditors

928,201

2,121,526

Social security and other taxes

301,350

68,710

VAT

418,718

68,485

Other creditors

977,043

608,992

Directors' current accounts

406,093

233,481

Deferred income

420,978

-

Accrued expenses

48,576

39,133

4,694,413

4,562,221

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31/3/26

31/3/25

£

£

Bank loans (see note 14)

323,036

412,104

Hire purchase contracts (see note 15)

929,030

1,877,801

1,252,066

2,289,905

14.

LOANS

An analysis of the maturity of loans is given below:

31/3/26

31/3/25

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

74,804

-

Bank loans

433,995

445,645

508,799

445,645

Amounts falling due between one and two years:

Bank loans - 1-2 years

150,999

228,759