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REGISTERED NUMBER: 00547564 (England and Wales)















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: B O Jeewooth
T B Versterre
R Poskitt


SECRETARY: B O Jeewooth


REGISTERED OFFICE: Ings Road
Doncaster
South Yorkshire
DN5 9TL


REGISTERED NUMBER: 00547564 (England and Wales)


SENIOR STATUTORY AUDITOR: Ian Parsons FCA


AUDITORS: Parsons Accountants Ltd
Statutory Auditor
Unit 2 Silkwood Park
Fryers Way
Ossett
West Yorkshire
WF5 9TJ


BANKERS: HSBC plc
City Office
33 Park Row
Leeds
West Yorkshire
LS1 1LD


SOLICITORS: Ramsdens 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:





B O Jeewooth - Director


1 June 2026

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
T B Versterre has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

B O Jeewooth - appointed 1 January 2025
R Poskitt - appointed 20 February 2025

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:



B O Jeewooth - Director


1 June 2026

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.




Ian Parsons FCA (Senior Statutory Auditor)
for and on behalf of Parsons Accountants Ltd
Statutory Auditor
Unit 2 Silkwood Park
Fryers Way
Ossett
West Yorkshire
WF5 9TJ

2 June 2026

SARIA Limited (Registered number: 00547564)

Income Statement
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

TURNOVER 3 2,468,396 3,384,905

Other operating income 23,233,868 24,367,130
25,702,264 27,752,035

Raw materials and consumables (7,123,713 ) (8,431,071 )
Other external expenses (564,972 ) (390,009 )
18,013,579 18,930,955

Staff costs 4 (9,436,349 ) (15,500,822 )
Depreciation (2,323,437 ) (3,070,718 )
Other operating expenses (22,957,690 ) (49,648,256 )
OPERATING LOSS 5 (16,703,897 ) (49,288,841 )

Income from participating interests 1,650,000 2,650,000
Interest receivable and similar income 7 5,935,094 10,544,813
Other finance income 23 171,000 144,000
(8,947,803 ) (35,950,028 )

Interest payable and similar expenses 8 (5,969,081 ) (11,712,192 )
LOSS BEFORE TAXATION (14,916,884 ) (47,662,220 )

Tax on loss 9 463,991 1,534,698
LOSS FOR THE FINANCIAL YEAR (14,452,893 ) (46,127,522 )

SARIA Limited (Registered number: 00547564)

Other Comprehensive Income
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

LOSS FOR THE YEAR (14,452,893 ) (46,127,522 )


OTHER COMPREHENSIVE INCOME
Revaluation of properties
Return on plan assets (1,126,000 ) (5,272,000 )
Changes in assumptions 1,009,000 5,769,000
Experience gains & losses arising on 476,000 (428,000 )
pension scheme liabilities
Income tax relating to components of other
comprehensive income

(89,750

)

(17,250

)
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

269,250

51,750
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(14,183,643

)

(46,075,772

)

SARIA Limited (Registered number: 00547564)

Balance Sheet
31 December 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 14,617 11,590
Tangible assets 11 53,085,644 55,951,500
Investments 12 14,884,282 15,089,135
Investment property 13 813,399 807,949
68,797,942 71,860,174

CURRENT ASSETS
Stocks 14 48,688 85,340
Debtors 15 91,250,889 94,929,049
Cash at bank and in hand 121,272 4,507
91,420,849 95,018,896
CREDITORS
Amounts falling due within one year 16 19,389,537 10,436,896
NET CURRENT ASSETS 72,031,312 84,582,000
TOTAL ASSETS LESS CURRENT
LIABILITIES

140,829,254

156,442,174

CREDITORS
Amounts falling due after more than one year 17 (74,500,000 ) (74,776,649 )

PROVISIONS FOR LIABILITIES 20 (229,911 ) (604,153 )

PENSION LIABILITY 23 (363,287 ) (1,141,673 )
NET ASSETS 65,736,056 79,919,699

CAPITAL AND RESERVES
Called up share capital 21 50,211,188 50,211,188
Share premium 22 62,449,110 62,449,110
Revaluation reserve 22 7,492,312 7,573,093
Capital redemption reserve 22 50,000 50,000
Investment revaluation reserve 22 419,148 419,148
Retained earnings 22 (54,885,702 ) (40,782,840 )
SHAREHOLDERS' FUNDS 65,736,056 79,919,699

The financial statements were approved by the Board of Directors and authorised for issue on 1 June 2026 and were signed on its behalf by:





B O Jeewooth - Director


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 211,188 5,243,279 62,449,110

Changes in equity
Issue of share capital 50,000,000 - -
Total comprehensive income - (46,026,119 ) -
Balance at 31 December 2024 50,211,188 (40,782,840 ) 62,449,110

Changes in equity
Total comprehensive income - (14,102,862 ) -
Balance at 31 December 2025 50,211,188 (54,885,702 ) 62,449,110
Capital Investment
Revaluation redemption revaluation Total
reserve reserve reserve equity
£    £    £    £   
Balance at 1 January 2024 7,622,746 50,000 419,148 75,995,471

Changes in equity
Issue of share capital - - - 50,000,000
Total comprehensive income (49,653 ) - - (46,075,772 )
Balance at 31 December 2024 7,573,093 50,000 419,148 79,919,699

Changes in equity
Total comprehensive income (80,781 ) - - (14,183,643 )
Balance at 31 December 2025 7,492,312 50,000 419,148 65,736,056

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

SARIA Limited 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. 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 Kingdom2,140,0711,945,702
Asia328,3251,439,203

2,468,3963,384,905



4. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 7,781,151 8,974,185
Social security costs 1,036,123 1,131,839
Other pension costs 619,075 5,394,798
9,436,349 15,500,822

The average number of employees during the year was as follows:
2025 2024

Office & administration 60 60
Processing & collection 73 79
133 139

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 206,580 254,191
Depreciation - owned assets 2,473,327 2,518,153
(Profit)/loss on disposal of fixed assets (149,889 ) 552,566
Auditors' remuneration 36,400 32,950
Foreign exchange differences 1,749,130 5,917
Operating leases 795,176 828,969

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 5,934,484 10,544,532
Sundry interest 610 281
5,935,094 10,544,813

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Bank interest 3 8
Intercompany interest 5,931,338 11,667,189
Other interest 37,740 44,995
5,969,081 11,712,192

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 (458,131 ) (1,513,368 )
Under/(over) provision (5,860 ) (22,321 )
Total deferred tax (463,991 ) (1,535,689 )
Tax on loss (463,991 ) (1,534,698 )

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 (14,916,884 ) (47,662,220 )
Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 -
25%)

(3,729,221

)

(11,915,555

)

Effects of:
Expenses not deductible for tax purposes 438,234 389,897
Income not taxable for tax purposes (412,500 ) (662,500 )
Adjustments to tax charge in respect of previous periods (5,860 ) 15,064
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 (1,126,000 ) 281,500 (844,500 )
Changes in assumptions 1,009,000 (252,250 ) 756,750
Experience gains & losses arising on 476,000 (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 (5,272,000 ) 1,318,000 (3,954,000 )
Changes in assumptions 5,769,000 (1,442,250 ) 4,326,750
Experience gains & losses arising on (428,000 ) 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 4,424,214 11,590 4,435,804
Additions - 3,027 3,027
At 31 December 2025 4,424,214 14,617 4,438,831
AMORTISATION
At 1 January 2025
and 31 December 2025 4,424,214 - 4,424,214
NET BOOK VALUE
At 31 December 2025 - 14,617 14,617
At 31 December 2024 - 11,590 11,590

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 66,016,974 200,000 9,490,269
Additions 73,278 - 172,580
Disposals (746,311 ) - (3,946,655 )
Reclassification/transfer 57,669 - 14,977
At 31 December 2025 65,401,610 200,000 5,731,171
DEPRECIATION
At 1 January 2025 15,436,363 67,542 8,131,564
Charge for year 1,563,271 6,728 264,604
Eliminated on disposal (170,536 ) - (3,937,262 )
Reclassification/transfer - - -
At 31 December 2025 16,829,098 74,270 4,458,906
NET BOOK VALUE
At 31 December 2025 48,572,512 125,730 1,272,265
At 31 December 2024 50,580,611 132,458 1,358,705

Fixtures Assets
and Motor under
fittings vehicles construction Totals
£    £    £    £   
COST OR VALUATION
At 1 January 2025 4,065,483 9,879,554 48,539 89,700,819
Additions 182,073 - 24,106 452,037
Disposals (996,978 ) (4,067,768 ) - (9,757,712 )
Reclassification/transfer (3 ) (24,340 ) (72,645 ) (24,342 )
At 31 December 2025 3,250,575 5,787,446 - 80,370,802
DEPRECIATION
At 1 January 2025 3,512,944 6,600,906 - 33,749,319
Charge for year 184,631 454,093 - 2,473,327
Eliminated on disposal (993,415 ) (3,834,065 ) - (8,935,278 )
Reclassification/transfer 85 (2,295 ) - (2,210 )
At 31 December 2025 2,704,245 3,218,639 - 27,285,158
NET BOOK VALUE
At 31 December 2025 546,330 2,568,807 - 53,085,644
At 31 December 2024 552,539 3,278,648 48,539 55,951,500

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 15,649,511 219,120 15,868,631
Additions - 25 25
At 31 December 2025 15,649,511 219,145 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 14,665,137 219,145 14,884,282
At 31 December 2024 14,870,015 219,120 15,089,135

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

SARVAL (Hartshill) Limited
Registered office: United Kingdom
Nature of business: Processor of animal by products
%
Class of shares: holding
£1 ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves (39,346,994 ) (34,884,393 )
Loss for the year (4,462,601 ) (11,386,744 )

SECANIM Limited
Registered office: United Kingdom
Nature of business: Processor of animal by products
%
Class of shares: holding
25p ordinary 100.00
3% non-cumulative preference 100.00
2025 2024
£    £   
Aggregate capital and reserves (64,267,082 ) (51,771,111 )
Loss for the year (12,495,970 ) (24,043,992 )

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

12. FIXED ASSET INVESTMENTS - continued

Nortech Foods Limited
Registered office: United Kingdom
Nature of business: Dripping refiner
%
Class of shares: holding
£1 ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves (114,183 ) (1,246,502 )
Profit/(loss) for the year 1,132,319 (172,833 )

SARVAL Limited
Registered office: United Kingdom
Nature of business: Processor of poultry by products
%
Class of shares: holding
£1 ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves (23,380,775 ) (20,812,248 )
Loss for the year (2,568,527 ) (7,944,093 )

T Quality Limited
Registered office: United Kingdom
Nature of business: Wholesaler to the catering industry
%
Class of shares: holding
£1 ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves 13,080,124 13,136,928
Loss for the year (56,803 ) (1,222,775 )

ReFood UK Limited
Registered office: United Kingdom
Nature of business: Energy production from waste recycling
%
Class of shares: holding
£1 ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves 26,513,760 25,610,536
Profit for the year 903,224 1,289,387

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

12. FIXED ASSET INVESTMENTS - continued

FD Statton & Son Limited
Registered office: United Kingdom
Nature of business: Fallen stock collection
%
Class of shares: holding
£1 ordinary 100.00
2025 2024
£    £   
Aggregate capital and reserves 1,454,324 1,454,604
Loss for the year (280 ) (62,417 )

Joint ventures

APC (GB) Limited
Registered office: United Kingdom
Nature of business: Manufacture of functional proteins
%
Class of shares: holding
£1 ordinary 50.00
2025 2024
£    £   
Aggregate capital and reserves 5,808,466 5,705,319
Profit for the year 2,603,147 1,733,189

The company paid dividends of £2,500,000 (2024 - £4,500,000) during the year.

SPF (United Kingdom) Limited
Registered office: United Kingdom
Nature of business: Manufacture of petfood palatability ingredients
%
Class of shares: holding
£1 ordinary 40.00
2025 2024
£    £   
Aggregate capital and reserves 1,289,004 1,726,715
Profit for the year 562,289 589,392

The company paid dividends of £1,000,000 (2024 - £1,000,000) during the year.

ReFood Ltd
Registered office: United Kingdom
Nature of business: Non-trading company
%
Class of shares: holding
£1 ordinary 50.00

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

Fabra Events Company Ltd
Registered office: United Kingdom
Nature of business: Events Hosting
%
Class of shares: holding
Ordinary shares 11.11

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 807,949
Additions 5,450
At 31 December 2025 813,399
NET BOOK VALUE
At 31 December 2025 813,399
At 31 December 2024 807,949

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 48,688 85,340

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 905,156 879,615
Amounts owed by group undertakings 84,611,800 88,319,573
Other debtors 149,824 75,101
VAT 738,022 800,516
Prepayments 918,550 906,078
87,323,352 90,980,883

Amounts falling due after more than one year:
Other debtors 3,927,537 3,948,166

Aggregate amounts 91,250,889 94,929,049

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 1,702,661 1,472,002
Amounts owed to group undertakings 15,515,364 6,485,022
Social security and other taxes 950,217 972,347
Other creditors 356,926 953,782
Accrued expenses 864,369 553,743
19,389,537 10,436,896

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 74,500,000 74,776,649

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 694,375 522,425
Between one and five years 1,535,528 1,125,473
2,229,903 1,647,898

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 604,153
Credit to Income Statement during year (463,991 )
Unused amounts reversed during year (1 )
Charge/(credit) to equity 89,750
Balance at 31 December 2025 229,911

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 (40,782,840 ) 62,449,110 7,573,093
Deficit for the year (14,452,893 ) - -
Pension scheme movement 269,250 - -
Transfer to/from revaluation
reserve 80,781 - (80,781 )
At 31 December 2025 (54,885,702 ) 62,449,110 7,492,312
Capital Investment
redemption revaluation
reserve reserve Totals
£    £    £   

At 1 January 2025 50,000 419,148 29,708,511
Deficit for the year - - (14,452,893 )
Pension scheme movement - - 269,250
At 31 December 2025 50,000 419,148 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 121,000 4,854,000
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 3,842,000 3,569,000

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 72,659,673 73,923,400
Current service cost 121,000 4,854,000
Contributions by employer (505,386 ) (497,752 )
Interest cost 3,671,000 3,425,000
Benefits paid (3,952,000 ) (3,703,975 )
Experience adjustments (476,000 ) 428,000
Actuarial (gains)/losses from changes in financial
assumptions

(1,009,000

)

(5,769,000

)
70,509,287 72,659,673

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2025 2024
£    £   
Opening fair value of scheme assets 71,518,000 77,049,000
Contributions by employer (136,000 ) (124,000 )
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 )
70,146,000 71,518,000

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 476,000 (428,000 )
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 5.60% 5.55%
Future salary increases - 4.45%
Future pension increases 2.99% 3.10%
Inflation assumption 3.10% 3.25%

Senior Exec Fund31st Dec 2531st Dec 24

Mortality rates - Assumed life expectancy on retirement at age 62 (male):
- retiring today 27.6 yrs27.6 yrs
- retiring in 20 years 29.4 yrs29.4 yrs

Mortality rates - Assumed life expectancy on retirement at age 60 (female):
- retiring today 29.6 yrs29.6 yrs
- retiring in 20 years31.3 yrs31.3 yrs

Group Pension Scheme31st Dec 2531st Dec 24

Mortality rates - Assumed life expectancy on retirement at age 62 (male):
- retiring today 24.5 yrs24.3 yrs
- retiring in 20 years26.3 yrs26.1 yrs

Mortality rates - Assumed life expectancy on retirement at age 60 (female):
- retiring today27.0 yrs27.1 yrs
- retiring in 20 years28.8 yrs28.8 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 396,228 215,638

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).