| REGISTERED NUMBER: |
| SARIA Limited |
| Strategic Report, Report of the Directors and |
| Audited Financial Statements for the Year Ended 31 December 2025 |
| REGISTERED NUMBER: |
| SARIA Limited |
| Strategic Report, Report of the Directors and |
| Audited Financial Statements for the Year Ended 31 December 2025 |
| SARIA Limited (Registered number: 00547564) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 8 |
| Report of the Independent Auditors | 11 |
| Income Statement | 14 |
| Other Comprehensive Income | 15 |
| Balance Sheet | 16 |
| Statement of Changes in Equity | 17 |
| Notes to the Financial Statements | 18 |
| SARIA Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Statutory Auditor |
| Unit 2 Silkwood Park |
| Fryers Way |
| Ossett |
| West Yorkshire |
| WF5 9TJ |
| BANKERS: |
| City Office |
| 33 Park Row |
| Leeds |
| West Yorkshire |
| LS1 1LD |
| SOLICITORS: |
| 7 King Street |
| Mirfield |
| West Yorkshire |
| WF14 8AW |
| SARIA Limited (Registered number: 00547564) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| Business Overview |
| SARIA Limited (the "Company") operates across a range of sectors associated with the food chain, renewable energy and recycling through its Group of subsidiary undertakings (the "Group"). |
| The Group manufactures and supplies products used in human and animal nutrition, agriculture, aquaculture and a range of industrial applications. In addition, the Group produces biofuel feedstocks and renewable energy and provides services to the farming and food production sectors. |
| The Group's activities operate across several core sectors, including: |
| edible food manufacture, trading and distribution |
| pet food ingredient manufacturing |
| food waste recycling |
| renewable energy generation |
| high-risk animal by-product collection and processing |
| The Group operates at multiple stages of the food production chain, from agricultural raw material sourcing through to the recycling of post-consumer food waste. Its processing operations utilise a range of specialised production platforms designed to meet customer requirements while maintaining operational efficiency and environmental performance. |
| The Company itself acts primarily as a holding and management entity for the Group. Its principal income relates to the provision of management and administrative services to subsidiary undertakings. |
| The Group's overall business model is focused on the efficient utilisation and transformation of food chain by-products into value-added products, renewable energy and sustainable solutions for the agricultural and food industries. |
| These financial statements present the results and financial position of the Company only and do not include the results of its subsidiary undertakings. |
| Section 172(1) Companies Act 2006 Statement |
| The Directors of SARIA Limited have acted in good faith and in a manner they consider most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in Section 172(1) of the Companies Act 2006. |
| In making decisions and overseeing the delivery of the Group's long-term business plan, the Directors have considered the following factors: |
| the likely long-term consequences of decisions |
| the interests and wellbeing of the Company's employees |
| the importance of maintaining strong relationships with customers, suppliers and other stakeholders |
| the impact of the Company's operations on the community and the environment |
| the importance of maintaining high standards of business conduct and corporate governance |
| the need to act fairly as between the Company's members. |
| The following paragraphs summarise how the Directors fulfil their legal duties. |
| a. The likely consequences of any decision in the long term |
| The Directors have regard to the likely consequences of their decisions on the long-term objectives and financial sustainability of the company. |
| In particular, contractual commitments and capital requirements must adhere to a strict sign off process, including consideration of budget constraints and impact on future cash flows. This must be balanced with the groups overall aim to remain competitive and responsive to changing market conditions. |
| SARIA Limited (Registered number: 00547564) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| b. The interests of the company's employees |
| The company is responsive to the needs of its employees, and the Directors are committed to ensuring genuine and effective employee involvement in the company's activities. |
| The company respects human rights and employment law, without exception. The company seeks to ensure that every employee, without exception, is treated equally and fairly and that all employees are aware of their responsibilities. |
| c. The need to foster the company's business relationships with suppliers, customers and others |
| When dealing with all partners, whether they are suppliers, customers, or other stakeholders, the company will ensure the relationship is always maintained in a professional and responsible manner. A principal objective from the company's plan, is the delivery of long-term successful returns for the company and its business partners. |
| As part of this in the current financial year, the Directors have implemented a new procurement policy, that ensures adherence to relevant compliance regulations and sets out the groups intentions to engage in and maintain strong, transparent relationships with our suppliers. |
| d. The impact of the company's operations on the community and the environment |
| As the group is involved in several areas of the food supply chain, the environmental impact of the group and its ethical reputation is of great importance to the Directors. |
| e. The desirability of the company maintaining a reputation for high standards of business conduct |
| As the board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible and sustainable manner, both financially and environmentally. |
| Collectively the Directors will continue to operate to the high standards of integrity expected of a business such as ours, and to employ a system of continuous improvement with training and development in line with our commitment to responsible behaviour. |
| f. The need to act fairly as between members of the company. |
| The Directors of the company act in a way that they consider in good faith, and will promote the success of the company for the benefit of the members as a whole. |
| Corporate Responsibility and Governance |
| The Company forms part of the wider SARIA Group and therefore operates within the global policies and governance framework established by SARIA SE & Co. KG. These policies support responsible and sustainable business practices across the Group's operations. |
| The Group's global policies establish standards and expectations in several key areas which underpin the Company's operations. |
| Employment and working conditions |
| The Company is committed to respecting human rights and complying with applicable employment legislation. All forms of forced labour, compulsory labour and child labour are strictly prohibited. |
| Employment practices are aligned with the principles set out in relevant international conventions, including those adopted by the International Labour Organisation. |
| The Company promotes equal opportunities and equal treatment for all employees and rejects discrimination on any grounds, including race, gender, religion, disability, age or sexual orientation. Recruitment, training and promotion decisions are based solely on professional qualifications, experience and performance. |
| SARIA Limited (Registered number: 00547564) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| Health and safety |
| Maintaining high standards of health and safety is a key priority for the Company. The Board is committed to ensuring that all reasonably practicable measures are taken to protect employees, contractors, customers and other stakeholders from risks arising from the Company's activities. |
| Health and safety risks are managed through established procedures, training programmes and ongoing monitoring across the Group's operations. |
| Ethical business conduct |
| The Directors are committed to maintaining high standards of integrity and ethical conduct across the Company's activities. The Company seeks to operate responsibly and sustainably while delivering long-term value to its shareholders and business partners. |
| Relationships with suppliers, customers and other stakeholders are conducted in a professional, responsible and transparent manner. |
| Cooperation with authorities |
| The Company maintains constructive relationships with regulatory authorities and government bodies, while protecting the Company's rights and interests. |
| Responsible tax conduct |
| The Company's immediate parent undertaking, SARIA International GmbH, operates in multiple jurisdictions. The Group recognises that the responsible payment of taxes contributes to the stability and development of the economies in which it operates. |
| The Company aims to meet its tax obligations in full and on time and to maintain open and cooperative relationships with tax authorities. Internal controls are in place to reduce the risk of material errors in tax reporting and compliance. |
| Product compliance |
| The SARIA Group specialises in the collection, processing and recycling of animal by-products and other organic materials. These activities are subject to strict legal and regulatory frameworks. |
| All processing activities are carried out in compliance with relevant legislation, and the Company seeks to ensure that its products are used only for their legally permitted applications. |
| The Group is also committed to improving its environmental performance, including initiatives focused on reducing emissions, improving energy efficiency and lowering the carbon intensity of its operations. |
| Review of Performance and Position |
| During the year the Company recognised impairments in respect of intercompany loans due from SECANIM Limited, reflecting challenging market conditions within the Category 1 animal by-product sectors. |
| As a result, the Company reported a loss for the year of £14.5m (2024: £46.1m loss). |
| At the year end, shareholders' funds reduced to £65.7m (2024: £79.9m). The decrease reflects the impact of the impairments recognised. |
| As the Company primarily functions as a holding and management entity within the Group, its financial performance is influenced significantly by intra-group financing arrangements and the performance of subsidiary undertakings. |
| SARIA Limited (Registered number: 00547564) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| Key Performance Indicators |
| The Directors monitor the performance of the Company primarily through financial measures including operating results, net assets and the recoverability of intercompany loans. |
| Given the nature of the Company's activities as a holding and management entity, the Directors do not consider additional operational key performance indicators to be necessary for an understanding of the development, performance or position of the Company. |
| Although the above KPI's are monitored closely, disclosure of any numerical information has been omitted where management believe this would be prejudicial to the company. |
| Principal Risks and Uncertainties |
| The Group operates a range of industrial processing activities across several sectors of the food chain. As a result, the Company is exposed to a number of risks and uncertainties which may affect its performance or financial position. |
| Key risks relevant to the Company include the following. |
| Legal and regulatory risk |
| The Group operates within a heavily regulated environment, particularly in relation to environmental regulation and the processing of animal by-products. |
| Changes to legislation, regulatory requirements, or operating permits may affect the Group's operations or development projects. Regulatory developments are monitored closely and the Group actively participates in relevant industry bodies and trade associations. |
| Health and safety risk |
| Processing operations and logistics activities present inherent health and safety risks. |
| The Group seeks to mitigate these risks through robust safety management systems, regular training and the promotion of a strong safety culture across all operations. |
| Market and commodity risk |
| The Group's operations are influenced by commodity markets, including the value of rendered products, feedstocks and energy. Market volatility, including changes driven by weather patterns or global economic conditions, may affect operating performance. |
| Market developments are monitored closely as part of the Group's strategic planning and risk management processes. |
| Financial Risks |
| The Company is exposed to financial risks arising from its operations. The Directors consider these risks in a manner consistent with the accounting policies and financial instrument disclosures in the financial statements. |
| Liquidity and cash flow risk |
| Liquidity and cash flows are managed as part of a Group Liquidity Solution through regular cash flow forecasting, close monitoring of working capital, and disciplined control of capital expenditure. |
| Credit risk |
| Credit risk is managed through customer credit assessments, ongoing monitoring of receivable balances, and established credit control procedures. |
| SARIA Limited (Registered number: 00547564) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| Foreign currency risk |
| The Company is exposed to exchange rate movements in respect of export sales and certain purchases. Group mitigates this risk with natural hedges available across its diverse customer and vendor bases, plus treasury functions available from the Parent. |
| Inflation and cost risk |
| The Company is exposed to changes in labour, maintenance, transport and other operating costs. Cost management and efficiency initiatives are used to mitigate this exposure. |
| Capital and funding risk |
| The Company requires ongoing investment in vehicles, plant and equipment to maintain operational efficiency and compliance. The Directors mitigate this risk through capital planning, close monitoring of asset performance, and support from Group where appropriate. |
| Environmental Matters |
| The Company recognises the importance of minimising the environmental impact of its activities and supports Group initiatives aimed at improving environmental performance. |
| These initiatives include improving energy efficiency, reducing carbon emissions, increasing the use of renewable energy and minimising water consumption where possible. |
| Employee Involvement |
| The Directors are committed to ensuring genuine and effective employee involvement in the company's activities. The company believes that by providing regular updates to staff as to the company's progress, taking cognisance of staff feedback and by involving staff where possible in decisions, the overall effectiveness of the business through this teamwork is enhanced and that the morale of the work force is positively impacted. |
| The Company participates in the wider Group's policies relating to employee welfare, health and safety, pensions and other benefits. |
| Details of employee numbers and associated costs are provided in the financial statements. |
| Future Developments |
| The Directors expect the Company to continue its role in supporting the operations of the wider Group, including the provision of management and administrative services to subsidiary undertakings. |
| The Company will continue to support the development of the Group's activities across the food chain, renewable energy and recycling sectors. |
| Going Concern |
| The financial statements have been prepared on a going concern basis. In making this assessment, the Directors have reviewed forecasts and cash flow projections and believe that the Company is appropriately resourced to continue trading for the foreseeable future. |
| The Company participates in a Group Liquidity Solution and expects to continue to benefit from the ongoing financial support and treasury arrangements provided by the German parent company in the immediate future. |
| SARIA Limited (Registered number: 00547564) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| The Directors consider that this Strategic Report, when read together with the financial statements, provides a fair, balanced and comprehensive review of the Company's development, performance, position and principal risks and uncertainties. |
| ON BEHALF OF THE BOARD: |
| SARIA Limited (Registered number: 00547564) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of a head office function for the subsidiaries of the SARIA UK Group. The income for this principal activity is classified as other income. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2025. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| POLITICAL DONATIONS AND EXPENDITURE |
| There have been no political donations made within the period. |
| QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
| The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| Covering energy use and associated greenhouse gas emissions relating to gas, electricity and transport, intensity ratios and information relating to energy efficiency actions. Given that there are several subsidiaries operating from the principal site of SARIA Ltd, it has not been practicable to split the electricity, gas and diesel usage between each entity. Accordingly the numbers presented in the table below are in relation to the principal site operated by SARIA Ltd and a number of its subsidiaries. SARIA Ltd's subsidiaries, T Quality Limited, SARVAL Limited and Refood UK Ltd are all required to report their own SECR data. |
| Current reporting year (Jan 25 - Dec 25) |
Key Performance Indicator (KPI) |
Amount '25 |
Amount '24 restated |
Unit |
| Electricity Usage | 7,643,418 | 8,369,900 | kWh |
| Gas Usage | 46,690,972 | 52,658,820 | kWh |
| Diesel Usage | 1,539,771 | 1,742,372 | litres |
| Total emissions generated through use of purchased electricity | 1,353 | 1,733 | tCO2e |
| Total emissions generated through combustion of gas | 8,543 | 9,631 | tCO2e |
| Total emissions generated through business travel | 4,098 | 4,637 | tCO2e |
| Total gross emissions | 13,994 | 16,002 | tCO2e |
Intensity ratio (total gross emissions) |
0.1765 |
0.1291 |
tCO2e per tonne of material processed |
| Energy efficiency actions |
| We are committed to responsible energy management and will practice energy efficiency throughout our organisation, wherever it is cost effective. We recognize that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions. |
| We have implemented the policies below for the purpose of increasing the businesses energy efficiency in the relevant financial year. |
| SARIA Limited (Registered number: 00547564) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| - Upgrade vehicles to more energy efficient models where possible |
| - Introduction of hybrid/fully electric vehicles into the car portfolio |
| - Upgrade plant & machinery to improve on energy performance where possible |
| - Servicing and adjustment to existing plant & machinery to improve on energy performance where possible |
| - Increased availability and encouraged use of video conferencing. |
| - Reduced travel costs by reducing number of face to face meetings with clients and suppliers |
| The following energy efficiency measures are being implemented or are under consideration for implementation during 2026 |
| - Carbon reduction by biomass combustion |
| - Continued investment in low energy processes and techniques |
| - Continue to replace/upgrade vehicles and plant & machinery for more energy efficient options |
| Methodology used in the calculation of disclosures |
| ESOS methodology (as specified in Complying with the Energy Savings Opportunity Scheme version 6, published by the Environment Agency 28/10/2019) used in conjunction with Government GHG reporting conversion factors. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The directors have chosen to include details of engagement with suppliers, customers and others in business relationships with the company in their strategic report, as this is deemed to be of strategic importance to the company. |
| 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; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | 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. |
| SARIA Limited (Registered number: 00547564) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| AUDITORS |
| The auditors, Parsons Accountants Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| SARIA Limited |
| Opinion |
| We have audited the financial statements of SARIA Limited (the 'company') for the year ended 31 December 2025 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 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 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. |
| Report of the Independent Auditors to the Members of |
| SARIA Limited |
| 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 nine, 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 Auditor's that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. |
| Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to |
| identify or recognise non-compliance with applicable laws and regulations; |
| - We identified the laws and regulations applicable to the company through discussions with directors and other management, and |
| from our commercial knowledge and experience of the industry; |
| - We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements |
| or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, |
| employment and health and safety legislation; |
| - We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management |
| and inspecting legal correspondence; and |
| - We remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - Making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, |
| suspected and alleged fraud; and |
| - Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| Report of the Independent Auditors to the Members of |
| SARIA Limited |
| To address the risk of fraud through management bias and override of controls, we: |
| - Performed analytical procedures to identify any unusual or unexpected relationships; |
| - Tested journal entries to identify unusual transactions; |
| - Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential |
| bias; and |
| - Investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we identified procedures which included, but were not limited to: |
| - Agreeing financial statements disclosures to underlying supporting documentation; |
| - Reading the minutes of meetings of those charged with governance; |
| - Enquiring of management as to actual and potential litigation and claims; and |
| - Reviewing correspondence with HMRC, relevant regulators and the Company's legal advisors. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulation s are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| 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 your Report of the Auditor's. |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| Unit 2 Silkwood Park |
| Fryers Way |
| Ossett |
| West Yorkshire |
| WF5 9TJ |
| SARIA Limited (Registered number: 00547564) |
| Income Statement |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Other operating income |
| 25,702,264 | 27,752,035 |
| Raw materials and consumables | ( |
) | ( |
) |
| Other external expenses | ( |
) | ( |
) |
| 18,013,579 | 18,930,955 |
| Staff costs | 4 | ( |
) | ( |
) |
| Depreciation | ( |
) | ( |
) |
| Other operating expenses | ( |
) | ( |
) |
| OPERATING LOSS | 5 | ( |
) | ( |
) |
| Income from participating interests |
| Interest receivable and similar income | 7 |
| Other finance income | 23 |
| (8,947,803 | ) | (35,950,028 | ) |
| Interest payable and similar expenses | 8 | ( |
) | ( |
) |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 9 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| SARIA Limited (Registered number: 00547564) |
| Other Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME |
| Revaluation of properties |
| Return on plan assets | ( |
) | ( |
) |
| Changes in assumptions |
| Experience gains & losses arising on | ( |
) |
| pension scheme liabilities |
| Income tax relating to components of other comprehensive income |
( |
) |
( |
) |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
| SARIA Limited (Registered number: 00547564) |
| Balance Sheet |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| Investment property | 13 |
| CURRENT ASSETS |
| Stocks | 14 |
| Debtors | 15 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 17 | ( |
) | ( |
) |
| PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
| PENSION LIABILITY | 23 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Share premium | 22 |
| Revaluation reserve | 22 |
| Capital redemption reserve | 22 |
| Investment revaluation reserve | 22 |
| Retained earnings | 22 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SARIA Limited (Registered number: 00547564) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 January 2024 |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - |
| Balance at 31 December 2024 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - |
| Balance at 31 December 2025 | ( |
) |
| Capital | Investment |
| Revaluation | redemption | revaluation | Total |
| reserve | reserve | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 |
| Changes in equity |
| Issue of share capital | - | - | - |
| Total comprehensive income | ( |
) | ( |
) |
| Balance at 31 December 2024 |
| Changes in equity |
| Total comprehensive income | ( |
) | ( |
) |
| Balance at 31 December 2025 |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| SARIA Limited is a |
| 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. The presentational currency is GBP and the financial statements are rounded to the nearest pound. |
| Going concern |
| Whilst the entity has suffered from a loss in the current year, this is due to exceptional write downs in the period and after considering all impairments realised to date and the improved trading performance of the group after the reporting date there is no expectation of further impairments. The role of the entity is that of a head office function for the group, therefore all running costs outside of these exceptional items are recouped via the various non trading income streams. Management anticipate this to continue to be the case moving forward. The entity maintains a strong positive capital and reserves position and is financially supported by its German parent. The going concern basis of preparation is therefore deemed appropriate. |
| 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 33.7. |
| Preparation of consolidated financial statements |
| The financial statements contain information about SARIA Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Rethmann SE & Co. KG, Norbert-Rethmann-Platz 1 59379 Selm, Germany. |
| 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. |
| Significant judgements and estimates |
| In respect of depreciation, the entity is largely governed by the Rethmann accounting policies (issued by the parent group). These policies/rates are followed, to the extent that they are reflective of the average economic consumption of the asset type. Where the actual consumption of a class of asset differs materially from this policy, a more appropriate rate is applied. |
| The directors have considered the recoverability of loans made to and investment balances associated to subsidiary companies by assessing the net present values of cash flows of each subsidiary. In performing the analysis the directors acknowledge that the future trading performance of each subsidiary is subject to uncertainty and the assessment will be reperformed annually. |
| The Rethmann policy of bad debt provision is applied, being 100% for debts over 365 days old, 50% for debts over 180 days old and 1% against all other debts. |
| Stock ageing is reviewed regularly by management to assess the requirement for a slow moving/obsolescence provision, however any such provision is not currently deemed necessary. |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover is recognised on the sale of goods, on despatch of those goods from our sites when the significant risks and rewards of ownership are transferred to our customers. |
| Turnover is recognised on the performance of services, as and when those services are carried out. |
| Other income |
| Other income arises from rental income, head office/management charges, raw material procurement charges and the recharge of operating costs incurred by SARIA, where the facilities of SARIA are used by other group companies. |
| Straight recharge of costs that can be allocated directly to another group company are treated as recharges only, and the cost is passed directly to the other entity. No income is recognised in this instance. |
| Intangible fixed assets |
| Patents and licences are being amortised evenly over their estimated useful life of 3 years. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Freehold land - not depreciated |
| Freehold buildings - 33 years straight line |
| Short leasehold - in accordance with the property |
| Long leasehold - in accordance with the property |
| Plant & machinery - 15% on reducing balance and 10 years straight line |
| Fixtures & fittings - 3 - 10 years straight line |
| Motor vehicles - 16.67% - 25% on reducing balance |
| Assets under - not provided |
| construction |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost less any provision for impairment. |
| Investment properties |
| In accordance with amendments to FRS102, investment properties will be revalued annually moving forward, and the aggregate surplus or deficit recognised in profit and loss account. No depreciation is provided in respect of investment properties. |
| The Companies Act 2006 requires all properties to be depreciated. However, this requirement conflicts with the generally accepted accounting principle set out in FRS 102. The directors consider that, because these properties are not held for consumption, but for their investment potential, to depreciate them would not give a true and fair view and that it is necessary to adopt FRS 102 in order to give a true and fair view. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
| Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement. |
| Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforecable 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. |
| 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 |
| Expenditure on research and development is written off in the year in which it is incurred. |
| 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 posting the transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| 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 has members in the SARIA Group Pension Schemes, funded defined benefit schemes. |
| The above defined benefit schemes have been closed to new members. Alternative provision is made for new employees in the form of a defined contribution scheme. |
| The pension charge represents contributions payable to the funds in respect of the accounting period. |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | TURNOVER |
| The turnover is attributable to residual contracts of the subsidiaries, whereby for various reasons, SARIA Ltd is still the named party. |
| An analysis of turnover by geographical market is given below: |
| 2025 | 2024 |
| £ | £ |
| United Kingdom | 2,140,071 | 1,945,702 |
| Asia | 328,325 | 1,439,203 |
| 2,468,396 | 3,384,905 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Office & administration | 60 | 60 |
| Processing & collection | 73 | 79 |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration | 732,312 | 2,291,659 |
| Directors' pension costs | 126,099 | 559,000 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Defined benefit schemes | 0 | 4 |
| Defined contribution schemes | 3 | 0 |
| Information regarding the highest paid director is as follows: |
| 2025 | 2024 |
| £ | £ |
| Emoluments etc | 271,194 | 932,964 |
| Accrued annual pension benefit at 31 December 2025 | 0 | 97,566 |
| Pension contributions | 62,175 | 0 |
| The wages and salaries figure includes £334,021, of temporary staff costs (2024: £156,136). |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Hire of plant and machinery |
| Depreciation - owned assets |
| (Profit)/loss on disposal of fixed assets | ( |
) |
| Auditors' remuneration |
| Foreign exchange differences |
| Operating leases |
| 6. | EXCEPTIONAL ITEMS |
| Recent performance of the subsidiary companies, SECANIM Limited and SARVAL (Hartshill) Ltd, presented indicators of impairment in relation to the carrying values of the intercompany loans receivable due from the subsidiaries. |
| With regard to SECANIM Ltd, the directors have estimated the recoverable value of the loans receivable, based on the break up basis of the entity. This being the fair value less cost to sell of the various asset categories; inclusive of provision for closure costs, to the best of directors' knowledge and belief which includes consideration of the utilisation of certain assets by the wider group. This has resulted in a further provision against the loan receivable from SECANIM Ltd of £13,030,682 (2024 - £23,367,442). |
| In respect of SARVAL (Hartshill) Ltd, the directors have estimated the recoverable value of the loan receivable, based on the value in use basis of the entity. This has resulted in a further provision against the loan receivable from SARVAL (Hartshill) Ltd of £nil (2024 - £18,896,143). |
| In the prior year, the directors fully provided against the carrying value of the investment balance in SARVAL (Hartshill) of £145,000, on the basis that a return on this investment in the form of a dividend is very unlikely for the foreseeable future. There is therefore no further impairment in 2025. |
| In the current year the same assessment was undertaken on the carrying value of the investment balance in FD Statton & Son Ltd. The directors provided in part against this balance to the value of £204,878, (2024 - £nil). |
| The expense created by the exceptional item is included within other operating expenses within the Income Statement. |
| 7. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2025 | 2024 |
| £ | £ |
| Intercompany interest |
| Sundry interest |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Bank interest |
| Intercompany interest |
| Other interest |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| Under/(over) provision | - | 991 |
| Deferred tax: |
| Deferred tax | ( |
) | ( |
) |
| Under/(over) provision | (5,860 | ) | (22,321 | ) |
| Total deferred tax | ( |
) | ( |
) |
| Tax on loss | ( |
) | ( |
) |
| UK corporation tax has been charged at 25% (2024 - 25%). |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Loss before tax | ( |
) | ( |
) |
| Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Non deductible provision against a loan | 3,257,671 | 10,638,396 |
| Other | (12,315 | ) | - |
| Total tax credit | (463,991 | ) | (1,534,698 | ) |
| Tax effects relating to effects of other comprehensive income |
| 2025 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation of properties |
| Return on plan assets | ( |
) | 281,500 | (844,500 | ) |
| Changes in assumptions | (252,250 | ) | 756,750 |
| Experience gains & losses arising on | (119,000 | ) | 357,000 |
| pension scheme liabilities |
| 359,000 | (89,750 | ) | 269,250 |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | TAXATION - continued |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation of properties |
| Return on plan assets | ( |
) | 1,318,000 | (3,954,000 | ) |
| Changes in assumptions | (1,442,250 | ) | 4,326,750 |
| Experience gains & losses arising on | ( |
) | 107,000 | (321,000 | ) |
| pension scheme liabilities |
| 69,000 | (17,250 | ) | 51,750 |
| Subject to agreement with H M Revenue & Customs, the company has trading losses of £6,073,522, and capital losses of £nil (2024 - £4,318,106 (restated) and £nil capital losses) available to carry forward against future trading profits. Deferred tax assets have not been recognised on any pre 2017 trading losses, as Saria are not certain that they will be able to be utilised. |
| In the 2024 tax return of Saria, interest deductions were restricted by £1,167,380. Subject to agreement with HMRC, this balance is also available to carry forward for future deduction when the group returns to a position of surplus interest allowance. |
| 10. | INTANGIBLE FIXED ASSETS |
| Trademarks |
| Goodwill | & licences | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| AMORTISATION |
| At 1 January 2025 |
| and 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | TANGIBLE FIXED ASSETS |
| Freehold | Long | Plant & |
| property | leasehold | machinery |
| £ | £ | £ |
| COST OR VALUATION |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| Reclassification/transfer |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| Reclassification/transfer |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Fixtures | Assets |
| and | Motor | under |
| fittings | vehicles | construction | Totals |
| £ | £ | £ | £ |
| COST OR VALUATION |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) | ( |
) | ( |
) | ( |
) |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| Reclassification/transfer | ( |
) | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Transfer of assets between group companies have been done using gross cost and gross depreciation, rather than using net book value as the cost to the acquirer. This has been done in order to preserve historical information in relation to the properties of the group, in particular previous revaluations. This is considered to be the most appropriate method both from an accounting and tax perspective. |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Cost or valuation at 31 December 2025 is represented by: |
| Freehold | Long | Plant & |
| property | leasehold | machinery |
| £ | £ | £ |
| Valuation in 2011 | 2,217,133 | (309,010 | ) | - |
| Valuation in 2014 | (2,427,849 | ) | - | - |
| Cost | 65,612,326 | 509,010 | 5,731,171 |
| 65,401,610 | 200,000 | 5,731,171 |
| Fixtures |
| and | Motor |
| fittings | vehicles | Totals |
| £ | £ | £ |
| Valuation in 2011 | - | - | 1,908,123 |
| Valuation in 2014 | - | - | (2,427,849 | ) |
| Cost | 3,250,575 | 5,787,446 | 80,890,528 |
| 3,250,575 | 5,787,446 | 80,370,802 |
| If land and buildings had not been revalued they would have been included at the following historical cost: |
| 2025 | 2024 |
| £ | £ |
| Cost | 66,462,758 | 67,297,015 |
| Aggregate depreciation | 27,979,572 | 26,725,252 |
| Value of land in freehold land and buildings | 13,638,129 | 13,918,130 |
| Land and buildings were valued on an existing use value basis on 31 December 2014 by Sanderson Weatherall LLP . |
| For a revalued item of property, an entity may elect to use as its deemed cost, its revalued amount on transition to FRS102. The requirement for a triennial valuation is then no longer applicable. The decision was taken to apply this election to the group when transition to FRS102 occurred. |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 12. | FIXED ASSET INVESTMENTS |
| Shares in | Interest |
| group | in joint |
| undertakings | venture | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2025 | 15,868,631 |
| Additions | 25 |
| At 31 December 2025 | 15,868,656 |
| PROVISIONS |
| At 1 January 2025 | 779,496 | - | 779,496 |
| Provision for year | 204,878 | - | 204,878 |
| At 31 December 2025 | 984,374 | - | 984,374 |
| NET BOOK VALUE |
| At 31 December 2025 | 14,884,282 |
| At 31 December 2024 | 15,089,135 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Profit/(loss) for the year | ( |
) |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) | ( |
) |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves |
| Loss for the year | ( |
) | ( |
) |
| Joint ventures |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| The company paid dividends of £2,500,000 (2024 - £4,500,000) during the year. |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2025 | 2024 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| The company paid dividends of £1,000,000 (2024 - £1,000,000) during the year. |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| Associated company |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| The company has not yet had it's first year of trading and so financial results are not yet available. |
| 13. | INVESTMENT PROPERTY |
| Total |
| £ |
| FAIR VALUE |
| At 1 January 2025 |
| Additions |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Fair value at 31 December 2025 is represented by: |
| £ |
| Valuation in 2011 | 367,486 |
| Valuation in 2014 | 8,761 |
| Valuation in 2019 | 67,900 |
| Cost | 369,252 |
| 813,399 |
| If investment properties had not been revalued they would have been included at the following historical cost: |
| 2025 | 2024 |
| £ | £ |
| Cost | 369,252 | 363,802 |
| Investment properties were valued on an existing use value basis on 31 December 2023 by Sanderson Weatherall LLP . |
| During 2023, an external valuation was obtained from Sanderson Weatherall to confirm whether the current carrying values of the properties held by the group, reasonably reflected the fair value of such properties. |
| Whilst there were some small movements on individual properties, it was deemed that there would be no material change to the total value already stated. |
| 14. | STOCKS |
| 2025 | 2024 |
| £ | £ |
| Stocks |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 15. | DEBTORS |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| VAT |
| Prepayments |
| Amounts falling due after more than one year: |
| Other debtors | 3,927,537 | 3,948,166 |
| Aggregate amounts |
| Amounts owed by group undertakings represents money owed to the entity from it's subisidiary companies via the cashpooling facility. This loan is interest bearing at a variable rate, and is repayable on demand should the entity require it. |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accrued expenses |
| Amounts owed to group undertakings represent the following: |
| - money owed to subsidiary companies via the cash pooling facility. These amounts bear minimal interest at a variable rate, |
| and are repayable on demand should the entity require it. |
| - money owed to a parent entity via a long term loan. This loan bears interest at 7.72%. The amount showing under |
| creditors less than one year, represents the element due for repayment in the next 12 months. |
| - money owed to a parent entity via a medium term loan. This loan bears interest at 4.26%. The amount showing under |
| creditors less than one year, represents the element due for repayment in the next 12 months. |
| - money owed to a parent entity via the cashpooling facility. The Cash Pool Credit Line bears a variable interest rate based |
| on the monthly SONIA average rate plus a margin of 3.40%. It is repayable on demand should the parent entity require it. |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Amounts owed to group undertakings |
| Amounts owed to group undertakings represent the following: |
| - money owed to a parent entity via a long term loan. This loan bears interest at 7.72%. The amount showing under |
| creditors more than one year, represents the element due for repayment after the next 12 months. |
| - money owed to a parent entity via a medium term loan. This loan bears interest at 4.26%. The amount showing under |
| creditors more than one year, represents the element due for repayment after the next 12 months. |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| 19. | FINANCIAL INSTRUMENTS |
| 2025 | 2024 |
| £ | £ |
| Financial assets |
| Cash and cash equivalents | 121,272 | 4,507 |
| Financial assets that are debt instruments measured at amortised cost | 89,594.318 | 93,222,456 |
| Financial liabilities |
| Financial liabilities measured at amortised cost | (93,302,608 | ) | (85,382,871 | ) |
| Financial assets measured at amortised cost consists of trade and other debtors, amounts owed by group undertakings and the retention account. |
| Financial liabilities measured at amortised cost comprise trade and other creditors, amounts owed to group undertakings, accrued expenses and long term loans. |
| 20. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 326,811 | 545,226 |
| Capital Gain - Holdover claim | 890,881 | 890,881 |
| Pension asset | (90,722 | ) | (285,318 | ) |
| Other timing differences | (60,352 | ) | (58,682 | ) |
| Tax losses | (836,707 | ) | (487,954 | ) |
| 229,911 | 604,153 |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2025 |
| Credit to Income Statement during year | ( |
) |
| Unused amounts reversed during year | ( |
) |
| Charge/(credit) to equity | 89,750 |
| Balance at 31 December 2025 |
| Deferred Tax has been provided for at 25%, the prevailing rate of corporation tax since 1st April 2023. |
| The net deferred tax asset expected to reverse in 2026 is £484,395. This largely relates to the utilisation of brought forward losses and some small reversal of timing differences between capital allowances and depreciation. |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted and issued: | Nominal | 2025 | 2024 |
| Number: | Class: | Value: | £ | £ |
| 50,211,188 | Ordinary | £1 | 50,211,188 | 50,211,188 |
| All shares are voting shares. They are entitled to dividends as declared. They are entitled to participate in a distribution including on winding up. All shares are non redeemable. |
| 22. | RESERVES |
| Retained | Share | Revaluation |
| earnings | premium | reserve |
| £ | £ | £ |
| At 1 January 2025 | ( |
) |
| Deficit for the year | ( |
) | - | - |
| Pension scheme movement | 269,250 | - | - |
| Transfer to/from revaluation |
| reserve | 80,781 | - | (80,781 | ) |
| At 31 December 2025 | ( |
) |
| Capital | Investment |
| redemption | revaluation |
| reserve | reserve | Totals |
| £ | £ | £ |
| At 1 January 2025 | 29,708,511 |
| Deficit for the year | - | - | ( |
) |
| Pension scheme movement | - | - | 269,250 |
| At 31 December 2025 | 15,524,868 |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 23. | EMPLOYEE BENEFIT OBLIGATIONS |
| There are two defined benefit arrangements operated by the SARIA Limited group, which are managed via independent trusts, of which some employees are members. Contributions are no longer being made to these schemes due to their surplus position. |
| The company is unable to identify its share of the underlying assets and liabilities of the schemes therefore the schemes are accounted for in the balance sheet of the parent entity only. |
| During 2022, the trustees of the schemes made the investment decision to use some of the schemes assets to purchase insurance policies/annuities, to guarantee the funding of the associated liabilities and thereby remove some of the risk from the Group. (Pension Buy-In). As a result the remaining net assets of the schemes are now much lower. |
| At the balance sheet date the FRS 102 value of the liabilities was £70,509,000 (2024 - £72,660,000) and the market value of the assets was £70,146,000 (2024 - £71,518,000) giving a net liability of £363,000 (2024 - £1,142,000) held in the balance sheet of the parent entity. |
| The above schemes have been closed to new members. The group has made alternate provision, in the form of a defined contribution scheme, for new employees or those not eligible to join the above schemes. This scheme is also administered on a group basis independently of any group company or director. |
| Total contributions payable by the company to the defined contribution scheme during the year after recharges to subsidiaries amounted to £362,075 (2024 - £416,798 restated). |
| Service costs in relation to the defined benefit schemes amounted to £121,000 (2024 - £4,854,000). Of the service costs, £121,000 (2024 - £4,295,000) recognises the proportion of future obligations on final wind up of the schemes, details of which can be found at the end of the note. |
| Administration costs in relation to the scheme amounted to £136,000 (2024 - £124,000), which were settled out of scheme assets. |
| There were accrued pension contributions at the balance sheet date of £241,174 (2024 - £241,820). |
| The following notes are in relation to the defined benefit schemes only. |
| The amounts recognised in profit or loss are as follows: |
| Defined benefit |
| pension plans |
| 2025 | 2024 |
| £ | £ |
| Current service cost |
| Net interest from defined benefit plan assets and liabilities |
(171,000 |
) |
(144,000 |
) |
| Past service cost |
| Administrative expenses | 136,000 | 124,000 |
| 86,000 | 4,834,000 |
| Actual return on plan assets |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 23. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
| Changes in the present value of the defined benefit obligation are as follows: |
| Defined benefit |
| pension plans |
| 2025 | 2024 |
| £ | £ |
| Opening defined benefit obligation |
| Current service cost |
| Contributions by employer | (505,386 | ) | (497,752 | ) |
| Interest cost |
| Benefits paid | ( |
) | ( |
) |
| Experience adjustments | (476,000 | ) | 428,000 |
| Actuarial (gains)/losses from changes in financial assumptions |
(1,009,000 |
) |
(5,769,000 |
) |
| Changes in the fair value of scheme assets are as follows: |
| Defined benefit |
| pension plans |
| 2025 | 2024 |
| £ | £ |
| Opening fair value of scheme assets |
| Contributions by employer | ( |
) | ( |
) |
| Expected return | 3,842,000 | 3,569,000 |
| Benefits paid | (3,952,000 | ) | (3,704,000 | ) |
| Return on plan assets (excluding interest income) | (1,126,000 | ) | (5,272,000 | ) |
| The amounts recognised in other comprehensive income are as follows: |
| Defined benefit |
| pension plans |
| 2025 | 2024 |
| £ | £ |
| Actuarial gains from changes in financial assumptions |
1,009,000 |
5,769,000 |
| Return on plan assets (excluding interest income) | (1,126,000 | ) | (5,272,000 | ) |
| Experience adjustments | ( |
) |
| 359,000 | 69,000 |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 23. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
| The major categories of scheme assets as a percentage of total scheme assets are as follows: |
| Defined benefit |
| pension plans |
| 2025 | 2024 |
| Bonds & gilts | 4.50% | 4.40% |
| Other | 95.50% | 95.60% |
| 100.00% | 100.00% |
| Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): |
| 2025 | 2024 |
| Discount rate |
| Future salary increases |
| Future pension increases |
| Inflation assumption |
| Senior Exec Fund | 31st Dec 25 | 31st Dec 24 |
| Mortality rates - Assumed life expectancy on retirement at age 62 (male): |
| - retiring today | 27.6 yrs | 27.6 yrs |
| - retiring in 20 years | 29.4 yrs | 29.4 yrs |
| Mortality rates - Assumed life expectancy on retirement at age 60 (female): |
| - retiring today | 29.6 yrs | 29.6 yrs |
| - retiring in 20 years | 31.3 yrs | 31.3 yrs |
| Group Pension Scheme | 31st Dec 25 | 31st Dec 24 |
| Mortality rates - Assumed life expectancy on retirement at age 62 (male): |
| - retiring today | 24.5 yrs | 24.3 yrs |
| - retiring in 20 years | 26.3 yrs | 26.1 yrs |
| Mortality rates - Assumed life expectancy on retirement at age 60 (female): |
| - retiring today | 27.0 yrs | 27.1 yrs |
| - retiring in 20 years | 28.8 yrs | 28.8 yrs |
| On 12 September 2023, the trustees made the decision to trigger winding up of the defined benefit pension schemes, such that the schemes will be entirely bought out by an external party and removed from the balance sheet of SARIA Ltd. |
| It has been agreed that any remaining surplus in the scheme assets at the point of winding up, will be split 50%/50% between the company and the scheme members. The 50% belonging to the company will be returned as an over contribution, the 50% going to enhance members benefits was recognised as a past service cost in the Income Statement of the company in the prior period. The effect of this contribution is accounted for as a constructive liability at 31 December 2025 and is included within prior year service costs in the reconciliation of plan liabilities. |
| 24. | CAPITAL COMMITMENTS |
| 2025 | 2024 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 25. | RELATED PARTY DISCLOSURES |
| APC (GB) Limited |
| A company in which SARIA Limited has a shareholding |
| Sales of products and services of £3,213,145 (2024 - £2,929,084) and rental charges of £104,750 (2024 - £104,750). |
| 2025 | 2024 |
| £ | £ |
| Amount due from related party at the balance sheet date | 313,461 | 283,115 |
| SPF (United Kingdom) Limited |
| A company in which SARIA Limited has a shareholding |
| Sales of products and services of £841,710 (2024 - £1,029,776) and rental charges of £33,690 (2024 - £33,782). |
| 2025 | 2024 |
| £ | £ |
| Amount due from related party at the balance sheet date | 81,218 | 81,901 |
| Trustees of the PDM Group Pension Scheme |
| Trustees of the employer DB scheme held on the SARIA Balance Sheet |
| Recharges of costs of £82,187 (2024 - £118,107). |
| 2025 | 2024 |
| £ | £ |
| Amount due from related party at the balance sheet date | 23,824 | 49,984 |
| Trustees of the PDM Senior Executive Fund |
| Trustees of the employer DB scheme held on the SARIA Balance Sheet |
| Recharges of costs of £48,872 (2024 - £30,183). |
| 2025 | 2024 |
| £ | £ |
| Amount due from related party at the balance sheet date | 13,337 | 21,417 |
| SARIA Limited (Registered number: 00547564) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 25. | RELATED PARTY DISCLOSURES - continued |
| Fabra Events Company Ltd |
| A Company in which SARIA Limited has a shareholding |
| Initial investment of £28,000. |
| 2025 | 2024 |
| £ | £ |
| Amount due from related party at the balance sheet date | 27,975 | - |
| 26. | ULTIMATE CONTROLLING PARTY |
| The immediate parent company of SARIA Limited is SARIA International GmbH. SARIA International GmbH is indirectly owned by the ultimate parent entity, Rethmann SE & Co. KG The ultimate parent entity is incorporated in Germany and is ultimately controlled by the Rethmann family. |
| The registered office address of the ultimate parent entity is: |
| Norbert-Rethmann-Platz 1 |
| 59379 Selm |
| Germany |
| The largest and only group for which group accounts including the company are drawn up, are the Rethmann SE & Co. KG group. A copy of the consolidated accounts are filed at Companies House alongside the accounts of the company (as parent entity of the SARIA Ltd Group). |