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Registered number: 05946527









HELIOS INGREDIENTS LIMITED







AUDITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
HELIOS INGREDIENTS LIMITED
 
 
COMPANY INFORMATION


Directors
Shabbir Abidali 
Ammar Abidali 
Taher Abidali 




Company secretary
Zoeb Raniwala



Registered number
05946527



Registered office
Serendib House
67A Boston Manor Road

Brentford

Middlesex

TW8 9JQ




Independent auditors
Xeinadin Audit Ireland Limited

74 Northumberland Road

Ballsbridge

Dublin 4

D04 XF75

Ireland




Bankers
HSBC Bank plc
69 Pall Mall

London

SW1Y 5EY





 
HELIOS INGREDIENTS LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 29


 
HELIOS INGREDIENTS LIMITED
 
 
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
 
The Company 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 outsourced office in Sri Lanka that oversees the coconut supply chain.

Turnover grew 46% to $48.9m (2024 - $33.6m). 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 $5.88m (2024 - $4.56m) and gross margin fell to 12.0% from 13.6%. The directors regard a margin in this range as normal for the Company's trading model.

Operating profit was $0.83m (2024: $1.06m). The year-on-year comparison was significantly affected by two non-trading items. Exchange differences resulted in a charge of $0.47m, compared with a credit of $0.85m in 2024. In addition, other operating income of $0.54m (2024: $nil) arose from the initial recognition at fair value of a non-interest-bearing loan. A further $0.28m arose on the initial recognition at fair value of a non-interest-bearing shareholder loan and was recognised directly in equity as a capital contribution. The finance charge of $0.19m recognised below operating profit reflects the unwinding of the discount on both loans during the year. The other operating income, capital contribution and associated finance charge are all non-cash items. Excluding exchange differences and the other operating income, operating profit increased from $0.22m in 2024 to $0.76m in 2025, which the directors believe provides a more meaningful indication of the year's trading performance. Profit after tax was $0.58m (2024: $0.80m).

Stocks rose to $9.5m (2024 - $5.1m) and trade debtors to $7.7m (2024 - $5.2m), reflecting higher volumes and the buffer stock the Company holds at destination to protect continuity of supply. This was funded through supplier credit, the balance with Helios Ingredients Europe Limited and two interest-free loans. The Company has no bank borrowings. Cash at the year-end was $1.84m (2024 - $1.08m) and net assets were $7.08m (2024 - $6.22m).

During the year the Company continued to invest in people and systems to support growth and service levels.

Page 1

 
HELIOS INGREDIENTS LIMITED
 

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 moved sharply during 2025 and availability at origin varies with crop and weather. The Company 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 Company 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 Company reports in US dollars and sells mainly in sterling and euros. Forward exchange contracts are taken against sales transactions. At the year end the Company 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 two non-interest-bearing loans with a carrying value of $2.9m at the year end, maturing on 31 December 2028. The Company 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 Company closely monitors the following key performance indicators (KPIs) to manage its business: 


2025
2024
        $
        $

Turnover

48,930,560

33,599,545
 
Gross profit

5,884,652

4,555,983
 
Operating profit

827,086

1,064,061
 
Shareholders' funds

7,081,442

6,222,829
 

Development and performance
 
The Company has roughly doubled in turnover over two years while remaining funded without bank debt. The directors' 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.

During 2025 the Company added capability in finance, supply chain, technical and commercial. Average employee numbers were 17 (2024 - 16), so the growth has been carried by a small team supported by the origin offices.

Page 2

 
HELIOS INGREDIENTS LIMITED
 

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

Future developments

The Company 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.

Post balance sheet events

There have been no significant events affecting the Company 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

 
HELIOS INGREDIENTS 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 strategic report, the directors' report 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 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 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 for the Company'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 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 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 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 $579,546 (2024 - $797,604).

No dividends were declared or paid during the year (2024 - $Nil).

Directors

The directors who served during the year were:

Shabbir Abidali 
Ammar Abidali 
Taher Abidali 

Future developments

Future developments are set out in the strategic report.

Financial risk management

As permitted by section 414C(11) of the Companies Act 2006, the Company'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 strategic report.

Page 4

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

Going concern

The directors have reviewed forecasts covering at least twelve months from the date of approval of these financial statements and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The financial statements have therefore been prepared on the going concern basis.

Post balance sheet events

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

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'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's auditors are aware of that information.


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

 
HELIOS INGREDIENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIOS INGREDIENTS LIMITED
 

Opinion


We have audited the financial statements of Helios Ingredients Limited (the 'Company') for the year ended 31 December 2025, which comprise the statement of comprehensive income, the balance sheet, the statement of cash flows, the 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 Company's affairs as at 31 December 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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

 
HELIOS INGREDIENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HELIOS INGREDIENTS 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 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.


Page 7

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


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 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 entity 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 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 company’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.

∙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 entity.

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

Page 8

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


°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 company’s reporting currency is in US dollars while having significant transactions in Sterling and Euros, it 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.


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
 
74 Northumberland Road
Ballsbridge
Dublin 4
D04 XF75
Ireland

7 October 2026
Page 9

 
HELIOS INGREDIENTS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
$
$

  

Turnover
 4 
48,930,560
33,599,545

Cost of sales
  
(43,045,908)
(29,043,562)

Gross profit
  
5,884,652
4,555,983

Administrative expenses
  
(5,599,422)
(3,491,922)

Other operating income
 5 
541,856
-

Operating profit
 6 
827,086
1,064,061

Finance charge
  
(185,398)
-

Profit before tax
  
641,688
1,064,061

Tax on profit
 11 
(62,142)
(266,457)

Profit for the financial year
  
579,546
797,604

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

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

The notes on pages 14 to 29 form part of these financial statements.

Page 10

 
HELIOS INGREDIENTS LIMITED
REGISTERED NUMBER: 05946527

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
$
$

  

Current assets
  

Stocks
 13 
9,500,610
5,096,382

Debtors: amounts falling due within one year
 14 
7,915,471
6,745,984

Cash at bank and in hand
 15 
1,843,359
1,078,959

  
19,259,440
12,921,325

Creditors: amounts falling due within one year
 16 
(9,272,886)
(4,789,003)

Net current assets
  
 
 
9,986,554
 
 
8,132,322

Total assets less current liabilities
  
9,986,554
8,132,322

Creditors: amounts falling due after more than one year
 17 
(2,905,112)
(1,833,962)

Provisions for liabilities
  

Deferred tax
 20 
-
(75,531)

  
 
 
-
 
 
(75,531)

Net assets
  
7,081,442
6,222,829


Capital and reserves
  

Called up share capital 
 21 
2,500,002
2,500,002

Capital contribution reserve
 22 
279,067
-

Profit and loss account
 22 
4,302,373
3,722,827

  
7,081,442
6,222,829


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 14 to 29 form part of these financial statements.

Page 11

 
HELIOS INGREDIENTS LIMITED
 

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
2,500,002
-
2,925,223
5,425,225



Profit for the year
-
-
797,604
797,604



At 1 January 2025
2,500,002
-
3,722,827
6,222,829



Profit for the year
-
-
579,546
579,546

Capital contribution
-
279,067
-
279,067


At 31 December 2025
2,500,002
279,067
4,302,373
7,081,442


The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
HELIOS INGREDIENTS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
$
$

Cash flows from operating activities

Profit for the financial year
579,546
797,604

Adjustments for:

Finance charge
185,398
-

Taxation charge
62,142
266,457

(Increase) in stocks
(4,404,228)
(1,228,522)

(Increase) in debtors
(2,033,321)
(720,665)

Decrease/(increase) in amounts owed by groups
3,157,476
(687,139)

Decrease in amounts owed by connected parties
-
11,996

Increase in creditors
2,163,410
1,058,735

Other income
(541,856)
-

Corporation tax (paid)
(110,842)
(49,739)

Net cash generated from operating activities

(942,275)
(551,273)



Cash flows from financing activities

Loans
1,706,675
-

Net cash used in financing activities
1,706,675
-

Net increase/(decrease) in cash and cash equivalents
764,400
(551,273)

Cash and cash equivalents at beginning of year
1,078,959
1,630,232

Cash and cash equivalents at the end of year
1,843,359
1,078,959


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,843,359
1,078,959

1,843,359
1,078,959


The notes on pages 14 to 29 form part of these financial statements.

Page 13

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

1.


General information

Helios Ingredients Limited ("the Company") is a limited company 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 ("FRS 102") 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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company 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 Company 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.

 
2.3

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.

Page 14

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

2.Accounting policies (continued)


2.3
Tangible fixed assets (continued)

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:

L/Term Leasehold Property
-
20% straight line
Plant & machinery
-
25% straight line
Fixtures & 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.

 
2.4

Operating leases: the Company as lessee

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

 
2.5

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.

 
2.6

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.

 
2.7

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 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 Company's cash management.

Page 15

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

2.Accounting policies (continued)

  
2.8
Financial instruments

The Company 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 Company 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 and 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 company does not currently 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.

  
2.9

Equity instruments

Equity instruments issued by the company 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 company.

 
2.10

Creditors

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

Page 16

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

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency

The company'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.

 
2.12

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.

 
2.13

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.14

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.

Page 17

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

2.Accounting policies (continued)

 
2.15

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 operates and generates 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.


  
2.16

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.

Page 18

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

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.


4.


Turnover

2025
2024
$
$

Sales
48,902,591
33,578,446

Commissions receivable
27,969
21,099

48,930,560
33,599,545


The turnover is attributable to the sale of goods and commission receivable.  

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
541,856
-

541,856
-



6.


Operating profit

The operating profit is stated after charging:

2025
2024
$
$

Exchange differences
472,742
(848,468)

Other operating lease rentals
68,729
63,676

Page 19

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

7.


Auditors' remuneration

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


2025
2024
$
$

Fees payable to the Company's auditors for the audit of the Company's financial statements
26,756
22,408


8.


Employees

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


2025
2024
$
$

Wages and salaries
885,924
810,244

Social security costs
97,927
79,403

Cost of defined contribution scheme
15,533
15,696

999,384
905,343


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


        2025
        2024
            No.
            No.







Sales & Marketing
6
6



Administration
11
10

17
16











9.


Directors' remuneration

2025
2024
$
$

Directors' emoluments
146,904
137,046

146,904
137,046


Page 20

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

10.


Finance charge

2025
2024
$
$


Finance charge
185,398
-

185,398
-


11.


Taxation


2025
2024
$
$

Corporation tax


Current tax on profits for the year
161,404
110,842


161,404
110,842


Total current tax
161,404
110,842

Deferred tax


Origination and reversal of timing differences
(99,262)
155,615

Total deferred tax
(99,262)
155,615


Tax on profit
62,142
266,457
Page 21

 
HELIOS INGREDIENTS 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 - higher 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
641,688
1,064,061


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
160,422
266,015

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
499
467

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

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

Other timing differences leading to an increase (decrease) in taxation
(99,262)
155,615

Non-taxable operating income net of finance charges
(89,114)
-

Group relief
(9,647)
-

Total tax charge for the year
62,142
266,457


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

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

12.


Tangible fixed assets


L/Term Leasehold Property
Plant & machinery
Fixtures & fittings
Total

$
$
$
$



Cost


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



At 31 December 2025

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



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
-
-
-
-



At 31 December 2024
-
-
-
-


13.


Stocks

2025
2024
$
$

Finished goods and goods for resale
9,500,610
5,096,382

9,500,610
5,096,382




Page 23

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

14.


Debtors

2025
2024
$
$


Trade debtors
7,732,225
5,234,265

Amounts owed by group undertakings
19,098
906,663

Other debtors
78,480
544,580

Prepayments and accrued income
61,937
60,476

Deferred tax asset
23,731
-

7,915,471
6,745,984



15.


Cash and cash equivalents

2025
2024
$
$

Cash at bank and in hand
1,843,359
1,078,959

1,843,359
1,078,959



16.


Creditors: Amounts falling due within one year

2025
2024
$
$

Trade creditors
5,394,408
3,922,686

Amounts owed to group undertakings
2,269,911
-

Corporation tax
161,404
110,842

Other taxation and social security
41,326
35,380

Other creditors
365,075
42,839

Accruals
644,099
677,256

Deferred income
396,663
-

9,272,886
4,789,003


Page 24

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

17.


Creditors: Amounts falling due after more than one year

2025
2024
$
$

Loans
2,905,112
-

Other creditors
-
1,833,962

2,905,112
1,833,962



18.


Loans


Analysis of the maturity of loans is given below:


2025
2024
$
$



Amounts falling due 2-5 years

Loans
2,905,112
-


2,905,112
-


The loans are interest free and are maturing on 31 December 2028.


19.


Financial instruments

2025
2024
$
$

Financial assets


Financial assets measured at amortised cost
9,654,064
1,078,959


Financial liabilities


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

Financial liabilities measured at amortised cost
10,841,765
-

10,934,506
-


Financial assets measured at amortised cost comprised trade debtors $7,732,225, other debtors $78,480 and cash and cash equivalents $1,843,359 (2024 - $1,078,959).


Financial liabilities measured at amortised cost comprise trade creditors $5,394,408, other creditors $272,334, loans falling due within one year $2,269,911, loans falling due more than one year $2,905,112.

Page 25

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

20.


Deferred taxation




2025


$






At beginning of year
(75,531)


Charged to the profit or loss
99,262



At end of year
23,731

The deferred taxation balance is made up as follows:

2025
2024
$
$


Accelerated capital allowances
546
647

Unrealised forex losses/(gain)
23,185
(76,178)

23,731
(75,531)

Page 26

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

21.


Share capital

2025
2024
$
$
Allotted, called up and fully paid



1,250,001 (2024 - 1,250,001) Ordinary shares of $2.00 each
2,500,002
2,500,002



22.


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 & loss account

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


23.


Pension commitments

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


24.


Commitments under operating leases

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


25.Other financial commitments

The Company 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.

Page 27

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

26.


Related party transactions

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

2025
2024
$
$



Purchased goods and services
-
233,559

Balance at the year end, in trade creditors
-
-

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


2025
2024
$
$



Purchases of goods and services
71,992
65,616

Balance at the year end due from related parties
(1,822)
(1,762)




2025
2024
$
$



Loans from directors at the year end
987,572
1,001,792

During the year the company transacted within its current group as follows:


2025
2024
$
$



Purchases of goods and services
298,568
139,224

Goods sold
640,891
89,484

Balance at the year end due from related parties - Helios EU
(2,269,911)
906,663

Balance at the end of the year due from related parties - Abcor
19,098
-


27.


Post balance sheet events

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

Page 28

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

28.


Ultimate parent undertaking and controlling party

At the year end, the parent company was Abcor Limited a private limited company registered in the United Kingdom. The registered office is 67A Boston Manor Road, Brentford, Middlesex, TW8 9JQ, United Kingdom.
 
The company is exempt from producing consolidated accounts as it is a subsidiary of Abcor Limited.  Abcor Limited's accounts are available from its registered office as detailed above.  

 
Page 29