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Registered number: 05792650









ABCOR LIMITED







AUDITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
ABCOR LIMITED
 
 
COMPANY INFORMATION


Directors
Ammar Abidali 
Taher Abidali 




Company secretary
Zoeb Fazleabbas Raniwala



Registered number
05792650



Registered office
67a Boston Manor Road

Brentford

Middlesex

TW8 9JQ




Independent auditors
Xeinadin Audit Ireland Limited
Chartered Accountants and Statutory Audit FIrm

74 Northumberland Road

Ballsbridge

Dublin 4

D04 XF75

Ireland





 
ABCOR LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 10
Consolidated statement of comprehensive income
11
Consolidated balance sheet
12 - 13
Company balance sheet
14
Consolidated statement of changes in equity
15
Company statement of changes in equity
16
Consolidated statement of cash flows
17
Notes to the financial statements
18 - 35


 
ABCOR LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report and financial statements for the year ended 31 December 2025.

Business review
 
Abcor Limited is the holding company for Helios Ingredients Limited, Helios Ingredients Europe Limited and Ridgebeach Limited. The Company does not trade in its own right.

The Group sources and supplies food ingredients, principally coconut products, tree nuts and dried vine fruit, to food and beverage manufacturers in the UK, Europe and export markets. Sourcing is managed close to origin, supported by an office in Sri Lanka that oversees the coconut supply chain. Ridgebeach Limited, acquired during the year for $1.30m, holds freehold property.

Group turnover grew 64% to $65.4m (2024 - $39.9m). Growth came from higher volumes across the coconut range and from higher selling prices as coconut raw material costs rose through the year. 

Gross profit was $8.43m (2024 - $5.15m) and gross margin was unchanged at 12.9%. The directors regard a margin in this range as normal for the Group’s trading model.

Operating profit was $4.60m (2024 - $1.39m). 

Other operating income of $1.87m (2024 - $nil) arose on the initial recognition at fair value of interest-free loans, and the finance charge of $0.35m below operating profit is the unwinding of that discount during the year. Neither is a cash item. 

Exchange differences were a charge of $0.19m, against a credit of $0.79m in 2024. Before the other operating income and the exchange differences, operating profit rose from $0.59m to $2.92m, which the directors consider the better measure of the year’s trading. A further $0.28m arose on the initial recognition of a shareholder loan and was recognised directly in equity as a capital contribution. Profit after tax was $3.91m (2024 - $1.08m).

Stocks rose to $13.4m (2024 - $6.5m) and trade debtors to $9.9m (2024 - $6.6m), reflecting higher volumes and the buffer stock the Group holds at destination to protect continuity of supply. This was funded through supplier credit and interest-free loans. 

The Group has no bank borrowings. Cash at the year end was $1.93m (2024 - $1.32m) and net assets were $8.30m (2024 - $4.12m).

Page 1

 
ABCOR LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
Commodity price and supply

Coconut, tree nut and vine fruit prices can move sharply and availability at origin varies with crop and weather. The Group manages this by matching purchases to sales wherever possible, diversifying origins and suppliers, and maintaining a presence at origin. Purchasing and quality teams visit and audit the supply base regularly.

Margin

The Group earns a trading margin on a large turnover, so a small movement in achieved margin has a material effect on profit. Pricing discipline and the speed at which cost increases are recovered in selling prices are monitored closely.
 
Foreign exchange

The Group reports in US dollars and sells mainly in sterling and euros. Forward exchange contracts are taken against sales transactions. At the year end the Group held 53 contracts with a total value of $18.2m, exercisable during 2026.

Credit

Credit limits are set for each customer, debtor ageing is reviewed weekly, and bad debt experience has been low.

Liquidity and funding

Working capital is funded from trading cash flow, supplier credit and interest-free loans with a carrying value of $6.5m at the year end, of which $4.3m matures on 31 December 2028 and $2.2m on 31 December 2030. The Group holds no bank facilities. The directors expect the loans to be renewed or repaid from trading cash flow as they fall due.

Supply chain continuity

Buffer stocks at destination protect customers against supply shocks and logistical delay. This raises stockholding and the cash tied up in it, which the directors accept as the cost of service continuity.

Key performance indicators
 
The key performance indicators that the group reviews in managing its business are set out below:

2025
2024
        $
        $
Turnover

65,362,137

39,868,686
 
Gross profit

8,429,311

5,149,089
 
Gross profit margin

12.9%

12.9%
 
Operating profit

4,602,220

1,387,050
 
Profit for the financial year

3,905,660

1,081,718
 
Shareholders' funds

8,300,864

4,116,137
 

Page 2

 
ABCOR LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Development and performance
 
The directors consider the underlying trading result for 2025 to be a strong one. Turnover grew 64%, gross margin held, and overheads before exchange differences grew 21% against a 64% increase in gross profit. Average employee numbers were 21 (2024 - 17), so the growth has been carried by a small team supported by the origin offices.

The focus for 2026 is on holding margin during that growth and on the working capital the growth consumes, in particular stock cover and debtor collection.

Future Developments

The Group will continue to deepen customer partnerships and long-term supplier relationships, and to use technology and automation to support higher volumes without a proportionate increase in cost. The directors expect commodity markets in the Group’s core products to remain volatile through 2026 and are planning on that basis.

Post balance sheet events

There have been no significant events affecting the Group since the year end.


This report was approved by the board and signed on its behalf.



Ammar Abidali
Director

Date: 7 October 2026

Page 3

 
ABCOR LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to $3,905,660 (2024 - $1,081,718).

No dividends were declared or paid during the year (2024 - $Nil). The directors have retained the profit for the year in the business to fund the working capital required to support the Group’s growth.

Directors

The directors who served during the year were:

Ammar Abidali 
Taher Abidali 

Future developments

Future developments are set out in the Group strategic report.

Financial risk management

As permitted by section 414C(11) of the Companies Act 2006, the Group’s financial risk management objectives and policies, including its exposure to commodity price, credit, liquidity and foreign exchange risk and its use of forward exchange contracts, are set out in the Group strategic report.

Page 4

 
ABCOR LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Energy and Carbon  Reporting

The Group has taken advantage of the low energy user exemption under the Streamlined Energy and Carbon Reporting Regulations as annual energy consumption was below 40,000 kWh.



Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Xeinadin Audit Ireland Limited (Chartered Accountants), have indicated their willingness to
continue in office in accordance with the provisions of 
section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Ammar Abidali
Director

Date: 7 October 2026

Page 5

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED
 

Opinion


We have audited the financial statements of ABCOR LIMITED (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies set out in note 2. 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 Group's and of the parent company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 6

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.


Opinion 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent company 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.


Page 7

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 is 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 Group's and the parent 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 Group or the parent 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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach was as follows:

∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and determined that the most significant are those that relate to include the Companies Act 2006, and relevant tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s and the parent company's ability to operate or to avoid a material penalty.

∙We communicated identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

∙We examined the group's regulatory and legal correspondence and discussed with management any known or suspected instances of fraud or non-compliance with laws and regulations.

∙We assessed the risks of material misstatement in respect of fraud as follows:

°We considered the use of remuneration incentive schemes and performance targets for management and did not identify any additional fraud risks.
°The audit team discussed whether there were any areas that were susceptible to misstatement as part of their fraud discussion.
°In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.
°We incorporated an element of unpredictability in the selection of the nature, timing and extent of our audit procedures.
Page 8

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)



∙Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud, including:

°Designing audit procedures to address, for example:
−The possibility of fraudulent or corrupt payments made through third parties.
−The opportunity to segregate duties within the group.

∙Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above.

°Using our experience and through discussions with management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management’s own assessment of the risks that irregularities may occur either because of fraud or error.
°The engagement partner considers the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

∙As the group’s and company’s reporting currency is in US dollars while having significant transactions in Sterling and Euros, the company uses forward exchange contracts with its bankers to mitigate the risk of adverse currency fluctuations. These contracts are themselves inherently complex and the company relies on the information produced by its bankers to recognise the year end position We identified these transactions as being of higher risk and have therefore performed additional tests on these transactions, including agreeing the information to source information from the company’s bankers.

∙We considered the extent to which the audit was considered capable of detecting irregularities.

∙There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through 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 our Auditors' report.


Other matters 
 

The Comparatives were audited by SBM Associates Limited, trading as SBM & Co.


Page 9

 
ABCOR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABCOR LIMITED (CONTINUED)


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 an Auditors' report 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.





Jillian Bunce (Senior statutory auditor)
  
for and on behalf of
Xeinadin Audit Ireland Limited
 
Chartered Accountants and Statutory Audit FIrm
  
74 Northumberland Road
Ballsbridge
Dublin 4
D04 XF75
Ireland

7 October 2026
Page 10

 
ABCOR LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
$
$

  

Turnover
 4 
65,362,137
39,868,686

Cost of sales
  
(56,932,826)
(34,719,597)

Gross profit
  
8,429,311
5,149,089

Administrative expenses
  
(5,695,580)
(3,762,039)

Other operating income
 5 
1,868,489
-

Operating profit
 6 
4,602,220
1,387,050

Finance charge
  
(352,194)
-

Profit before taxation
  
4,250,026
1,387,050

Tax on profit
 11 
(344,366)
(305,332)

Profit for the financial year
  
3,905,660
1,081,718

Profit for the year attributable to:
  

Owners of the parent company
  
3,905,660
1,081,718

  
3,905,660
1,081,718

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:$NIL).

The notes on pages 18 to 35 form part of these financial statements.

Page 11

 
ABCOR LIMITED
REGISTERED NUMBER: 05792650

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
$
$

Fixed assets
  

Tangible assets
 12 
1,312,659
-

Investments
 13 
-
28,065

  
1,312,659
28,065

Current assets
  

Stocks
 14 
13,439,845
6,520,237

Debtors: amounts falling due within one year
 15 
10,551,586
7,317,123

Cash at bank and in hand
 16 
1,929,898
1,320,665

  
25,921,329
15,158,025

Creditors: amounts falling due within one year
 17 
(12,456,802)
(6,084,234)

Net current assets
  
 
 
13,464,527
 
 
9,073,791

Total assets less current liabilities
  
14,777,186
9,101,856

Creditors: amounts falling due after more than one year
 18 
(6,476,322)
(4,910,188)

Provisions for liabilities
  

Deferred taxation
 21 
-
(75,531)

  
 
 
-
 
 
(75,531)

Net assets excluding pension asset
  
8,300,864
4,116,137

Net assets
  
8,300,864
4,116,137


Capital and reserves
  

Called up share capital 
 22 
1,266
1,266

Capital contribution reserve
 23 
279,067
-

Profit and loss account
 23 
8,020,531
4,114,871

Equity attributable to owners of the parent company
  
8,300,864
4,116,137

  
8,300,864
4,116,137


Page 12

 
ABCOR LIMITED
REGISTERED NUMBER: 05792650
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Ammar Abidali
Director
Date: 7 October 2026

The notes on pages 18 to 35 form part of these financial statements.

Page 13

 
ABCOR LIMITED
REGISTERED NUMBER: 05792650

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
$
$

Fixed assets
  

Investments
 13 
4,394,257
3,092,365

  
4,394,257
3,092,365

Current assets
  

Cash at bank and in hand
 16 
1,300
1,358

  
1,300
1,358

Creditors: amounts falling due within one year
 17 
(1,382,661)
(10,921)

Net current liabilities
  
 
 
(1,381,361)
 
 
(9,563)

Total assets less current liabilities
  
3,012,896
3,082,802

  

Creditors: amounts falling due after more than one year
 18 
(2,203,389)
(3,095,324)

  

Net assets/(liabilities)
  
809,507
(12,522)


Capital and reserves
  

Called up share capital 
 22 
1,266
1,266

Profit and loss account brought forward
  
(13,788)
(25,777)

Profit for the year

  

822,029
11,989

Profit and loss account carried forward
  
808,241
(13,788)

  
809,507
(12,522)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Ammar Abidali
Director

Date: 7 October 2026

The notes on pages 18 to 35 form part of these financial statements.

Page 14

 
ABCOR LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

$
$
$
$


At 1 January 2024
1,266
-
3,033,153
3,034,419



Profit for the year
-
-
1,081,718
1,081,718



At 1 January 2025
1,266
-
4,114,871
4,116,137



Profit for the year
-
-
3,905,660
3,905,660

Capital contribution
-
279,067
-
279,067


At 31 December 2025
1,266
279,067
8,020,531
8,300,864


The notes on pages 18 to 35 form part of these financial statements.

Page 15

 
ABCOR LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

$
$
$


At 1 January 2024
1,266
(25,777)
(24,511)



Profit for the year
-
11,989
11,989



At 1 January 2025
1,266
(13,788)
(12,522)



Profit for the year
-
822,029
822,029


At 31 December 2025
1,266
808,241
809,507


The notes on pages 18 to 35 form part of these financial statements.

Page 16

 
ABCOR LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
$
$

Cash flows from operating activities

Profit for the financial year
3,905,660
1,081,718

Adjustments for:

Finance charge
352,194
-

Taxation charge
344,366
305,332

(Increase) in stocks
(6,919,608)
(2,108,671)

(Increase) in debtors
(3,210,732)
(1,428,767)

Decrease in amounts owed by joint ventures
-
11,996

Increase in creditors
6,077,546
1,918,832

Other income
(1,868,489)
-

Corporation tax (paid)
(148,606)
(156,570)

Net cash generated from operating activities

(1,467,669)
(376,130)


Cash flows from investing activities

Purchase of fixed asset investments
(1,284,594)
-

Net cash from investing activities

(1,284,594)
-

Cash flows from financing activities

Loans
3,361,496
-

Net cash used in financing activities
3,361,496
-

Net increase/(decrease) in cash and cash equivalents
609,233
(376,130)

Cash and cash equivalents at beginning of year
1,320,665
1,696,795

Cash and cash equivalents at the end of year
1,929,898
1,320,665


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,929,898
1,320,665

1,929,898
1,320,665


The notes on pages 18 to 35 form part of these financial statements.

Page 17

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Abcor Limited ("the company") is a private company limited by shares and is domiciled and incorporated in England and Wales. The registered office is Serendib House, 67A Boston Manor Road, Brentford, Middlesex, TW8 9JQ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The company has taken up its exemption for filing an individual statement of comprehensive income in accordance with section 408 of the Companies Act 2006. The company's statement of comprehensive income for the financial year has been approved by the Directors in accordance with section 414 of the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 18

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
Over the life of the lease
Plant and machinery
-
25 % straight line
Fixtures and fittings
-
25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.5

Freehold property

Freehold property is stated at cost less accumulated depreciation and impairment. Cost includes purchase price and directly attributable expenditure. Freehold land is not depreciated. Freehold buildings are depreciated on a straight line basis over their estimated useful economic lives. The carrying value is reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Where the freehold property comprises both land and buildings, the land element is not depreciated and is separated from the depreciable building component. If the entire property is assessed as having an indefinite useful life, no depreciation is charged.

Page 19

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

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

 
2.7

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.10

Financial instruments

The Group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from third parties, and loans to related parties.

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 profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial liabilities that are measured at cost and amortised cost are assessed at the end of each reporting period.

Derivatives including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The group does not currently
Page 20

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.10
Financial instruments (continued)

apply hedge accounting for interest rate and foreign exchange derivatives.

In respect of forward foreign exchange contracts, the movement in fair value at the balance sheet date is recognised within the statement of comprehensive income

  
2.11

Equity instruments

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

 
2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.13

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is US dollars, rounded to the nearest dollar.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.14

Finance costs

Finance costs comprise the unwinding of discounts on interest-free loans, which were measured at amortised cost on initial recognition under FRS102 section 11. The unwinding of the discount is recognised as a finance charge in the profit and loss account using the effective interest method over the expected term of the related loans.

Page 21

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.15

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.17

Related party transactions

The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

Page 22

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
2.19

Capital contribution

Where financing is provided by shareholders on terms that are not at market rates, the financial liability is initially recognised at the present value of future payments discounted at a market rate of financing for a similar debt instrument.

The difference between the proceeds received and the fair value of the liability on initial recognition is recognised as a capital contribution within equity, reflecting the benefit provided by the shareholder in their capacity as owner.

Subsequently, the financial liability is measured at amortised cost. The unwinding of the discount is recognised as a finance charge in the statement of profit or loss over the term of the loan.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements in applying the Company’s accounting policies:

(a) Undertaking forward exchange contracts to mitigate exchange rate gains or losses

The company enters into forward exchange rate contracts in order to mitigate any financial risk arising from movements in exchange rates.

Page 23

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

2025
2024
$
$

Sales
65,327,129
39,847,587

Commissions receivable
27,969
21,099

Rent
7,039
-

65,362,137
39,868,686


It is the opinion of the directors, that in disclosing the geographical split of turnover, this information would be seriously prejudicial to the company's business.


5.


Other operating income

2025
2024
$
$

Other operating income
1,868,489
-

1,868,489
-



6.


Operating profit

The operating profit is stated after charging:

2025
2024
$
$

Exchange differences
189,041
(794,470)

Other operating lease rentals
75,120
69,919


7.


Auditors' remuneration

During the year, the Group obtained the following services from the company's auditors:


2025
2024
$
$

Fees payable to the company's auditors for the audit of the group
49,471
22,408

Page 24

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2025
2024
$
$


Wages and salaries
1,123,176
949,992

Social security costs
117,323
90,349

Cost of defined contribution scheme
15,533
15,696

1,256,032
1,056,037


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Sales & Marketing
6
6
-
-



Administration
15
11
2
2

21
17
2
2


9.


Directors' remuneration

2025
2024
$
$

Directors' emoluments
146,904
194,627

146,904
194,627



10.


Finance charge

2025
2024
$
$


Finance charge
352,194
-

352,194
-

Page 25

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Taxation


2025
2024
$
$

Corporation tax


Current tax on profits for the year
443,628
149,717


443,628
149,717


Total current tax
443,628
149,717

Deferred tax


Deferred tax for the year
(99,262)
155,615

Total deferred tax
(99,262)
155,615


Tax on profit
344,366
305,332
Page 26

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
$
$


Profit on ordinary activities before tax
4,250,026
1,387,050


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,062,507
346,763

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
888
467

Capital allowances for year in excess of depreciation
(120)
(141)

Utilisation of tax losses
-
(2,998)

Lower rate taxes on overseas earnings
(338,983)
(38,875)

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(379,628)
-

Other differences leading to an increase (decrease) in the tax charge
(99,262)
155,615

Marginal relief
(400)
-

Unrealised foreign exchange difference
99,364
(155,499)

Total tax charge for the year
344,366
305,332


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 27

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Tangible fixed assets

Group



Freehold property
Long-term leasehold property
Plant and machinery
Fixtures and fittings
Total

$
$
$
$
$



Cost or valuation


At 1 January 2025
-
93,519
23,489
29,831
146,839


Additions
1,312,659
-
-
-
1,312,659



At 31 December 2025

1,312,659
93,519
23,489
29,831
1,459,498



Depreciation


At 1 January 2025
-
93,519
23,489
29,831
146,839



At 31 December 2025

-
93,519
23,489
29,831
146,839



Net book value



At 31 December 2025
1,312,659
-
-
-
1,312,659



At 31 December 2024
-
-
-
-
-




The net book value of land and buildings may be further analysed as follows:


2025
2024
$
$

Freehold
1,312,659
-

1,312,659
-


Page 28

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Fixed asset investments

Group





Investments

$





At 1 January 2025
28,065


Impairments
(28,065)



At 31 December 2025
-




Company





Investments

$



Cost or valuation


At 1 January 2025
3,092,365


Additions
1,301,892



At 31 December 2025
4,394,257




During the year, Abcor Limited acquired 100% of the share capital of Ridgebeach Limited.


Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Helios Ingredients Limited
England and Wales
Ordinary
100%
Helios Ingredients Europe Limited
Ireland
Ordinary
100%
Ridgebeach Limited
England and Wales
Ordinary
100%

Page 29

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
$
$

Helios Ingredients Limited
7,081,442
579,546

Helios Ingredients Europe Limited
3,466,165
2,496,035

Ridgebeach Limited
1,144,083
22,499


14.


Stocks

Group
Group
2025
2024
$
$

Finished goods and goods for resale
13,439,845
6,520,237

13,439,845
6,520,237



15.


Debtors

Group
Group
2025
2024
$
$


Trade debtors
9,879,012
6,559,681

Other debtors
582,688
692,202

Prepayments and accrued income
66,155
65,240

Deferred taxation
23,731
-

10,551,586
7,317,123



16.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Cash at bank and in hand
1,929,898
1,320,665
1,300
1,358

1,929,898
1,320,665
1,300
1,358


Page 30

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Trade creditors
6,875,392
4,653,349
-
-

Amounts owed to group undertakings
-
-
19,098
-

Corporation tax
405,864
110,842
-
-

Other taxation and social security
59,621
38,920
-
-

Other creditors
3,803,986
545,546
1,350,109
-

Accruals and deferred income
1,311,939
735,577
13,454
10,921

12,456,802
6,084,234
1,382,661
10,921



18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Loans
6,476,322
-
2,203,389
-

Amounts owed to connected companies
-
3,076,226
-
3,076,226

Amounts owed to group companies
-
-
-
19,098

Other creditors
-
1,833,962
-
-

6,476,322
4,910,188
2,203,389
3,095,324





19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$



Amounts falling due 2-5 years

Loans
6,476,322
-
2,203,389
-


6,476,322
-
2,203,389
-


All loans are interest free. Four loans totalling $4,272,933 are maturing on 31 December 2028. One loan of $2,203,389 is maturing on 31 December 2030.

Page 31

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Financial instruments

Group
Group
Company
Company
2025
2024
2025
2024
$
$
$
$

Financial assets

Financial assets measured at amortised cost
12,391,598
1,320,665
-
-


Financial liabilities

Derivative financial instruments measured at fair value through profit or loss
92,741
-
-
-

Financial liabilities measured at amortised cost
17,062,959
-
2,203,389
-

17,155,700
-
2,203,389
-


Financial assets for the group measured at amortised cost comprise trade debtors $9,879,012, other debtors $582,688 and cash and cash equivalents $1,929,898 (2024 - $1,320,665).


Financial liabilities for the group measured at amortised cost comprise trade creditors $6,875,392, other creditors $3,711,245 and loans falling due after more than one year $6,476,322.

Financial liabilities for the company measured at amortised cost comprise loans falling due after more than one year $2,203,389.

Page 32

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Deferred taxation


Group



2025


$






At beginning of year
(75,531)


Charged to profit or loss
99,262



At end of year
23,731

Company


2025






At end of year
-
The deferred taxation balance is made up as follows:

Group
Group
2025
2024
$
$

Accelerated capital allowances
546
647

Unrealised forex losses
23,185
(76,178)

23,731
(75,531)

Page 33

 
ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


Share capital

2025
2024
$
$
Allotted, called up and fully paid



1,000 (2024 - 1,000) Ordinary shares of $1.266 each
1,266
1,266



23.


Reserves

Capital contribution reserve

The capital contribution reserve represents the benefit arising from shareholder funding provided on terms more favourable than would be available from an independent lender.

The reserve is recognised on the initial measurement of shareholder loans at fair value.

The reserve does not constitute realised profits at the date of recognition. The economic benefit represented by the reserve is subsequently reflected in retained earnings through the unwinding of the discount on the related loan liability

Profit and loss account

Profit and loss account includes all current and prior period retained profits and losses.


24.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to $15,533 (2024 - $15,696) (company only $nil (2024 - $nil)). Contributions totalling $2,254 (2024 - $2,388) (company only $nil (2024 - $nil)) were payable to the fund at the balance sheet date and are included in creditors.


25.


Commitments under operating leases

The Group and the company had no commitments under non-cancellable operating leases at the balance sheet date.


26.Other financial commitments

The group enters into forward exchange contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies. At the year end the company had 53 contracts with a value totalling $18,202,243 (2024: 59 contracts with a total value of $11,657,219). These contracts can be exercised between 1 January 2026 and 31 December 2026. The forward currency contracts are measured at fair value. The key inputs used in valuing the derivatives are the forward exchange rates for GBP:USD. The fair value of the forward-foreign currency contracts at 31 December 2025 is $92,741, and is included within other creditors within creditors falling due within one year.

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ABCOR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

27.


Related party transactions

During the year the group transacted with companies controlled by one or more directors as follows:


2025
2024
$
$

Purchased goods and services
-
233,559







During the year the group transacted with other related parties as follows:


2025
2024
$
$



Purchases of goods and services
-
65,616

Balance at the year end due to related parties
-
-

Balance at the year end due from related parties
-
(1,762)

2025
2024
$
$



Loans from directors and companies under their control at the year end
-
4,080,725

Company

Other than the transactions disclosed above, the company's other related party transactions were with wholly owned subsidiaries.





28.


Post balance sheet events

There have been no significant events affecting the Group since the year end. 


29.


Ultimate parent undertaking and controlling party

At the year end, in the opinion of the directors there is no ultimate controlling party as the ownership is spread among the members of the Abidali family.

 
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