ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 03487312

AGRI SGJ LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

AGRI SGJ LIMITED

COMPANY INFORMATION

Directors	C A Critcher
	G B Critcher
	S M Critcher
	J N Critcher


Company secretary	S M Critcher


Registered number	03487312


Registered office	Unit 6
	Cae Gwyrdd
	Tongwynlais
	Cardiff
	South Glamorgan
	CF15 7AB


Independent auditors	James Cowper Kreston Audit
	Chartered Accountants and Statutory Auditor
	2 Communications Road
	Greenham Business Park
	Greenham
	Newbury
	Berkshire
	RG19 6AB

AGRI SGJ LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Analysis of Net Debt	13
Notes to the Financial Statements	14 - 27

AGRI SGJ LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Company is a family business founded in 1997. Collectively we have over 100 years combined experience in the fruit trade. The Company sources fresh produce globally, supplying retailers, food service, caterers, and the wholesale sector and now supplies and distributes fruit to a number of significant customers in the UK.

Business review

The Company is committed to providing a year-round availability of fresh berries to its customer base. This has been achieved by its investments in its UK farming operations, ensuring a consistent supply of high-quality berries.

The Company is also dedicated to sourcing premium imported produce. This allows the Company to bridge any seasonal gaps in local production, thereby guaranteeing a twelve-month supply of berries. This dual approach of combining its UK production with carefully selected imports not only ensures continuous product availability but also maintains the high standards of quality that customers expect.

Through this dual approach the business has achieved a strong set of accounts.

Principal risks and uncertainties

Market risk:
The company continues to remain exposed to cost inflation due to the current economic climate. However, the Company mitigates this risk by continuing to nurture and maintain the close working relationships with their UK and overseas suppliers to negotiate favourable purchasing terms.
Environmental risk:
As the Company trades in fresh fruit produce, we are exposed to environmental risks associated with fruit production. The Company successfully mitigates this through continued review of global fruit production/growing conditions which allows us to react quickly to any decline in performance and can look for alternative suppliers or can source alternative fruits to trade in. The Company has also invested in a research and development project which if successful allows 12-month production of produce under light sources which further assists in mitigating the environmental risk.
Financial risks:
The Company is exposed to foreign currency risk on both the sale and purchase of imported produce. Where possible the Company tries to limit their risk through self-hedging. If the Company deems the risk of specific foreign current transactions to be higher than a level that they are comfortable with, they seek to secure foreign currency hedging instruments.

Financial key performance indicators

The Company’s key performance indicators are revenue, gross profit and net profit. The Directors monitor the Company’s key performance indicators on a regular basis in order to assess the ongoing financial performance.

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

S M Critcher

Director

Date: 12 August 2025

Page 1

AGRI SGJ LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The Directors who served during the year were:

C A Critcher

G B Critcher

S M Critcher

J N Critcher

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 £331,578 (2023 - £219,919).

Dividends of £240,000 (2023: £100,000) were declared in the year.

Future developments

The Directors will continue to build on long standing relationships whilst seeking new opportunities and adapt as the market and industry evolves.

Page 2

AGRI SGJ LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial instruments

Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is mainly exposed to credit risk from credit sales. It is Company policy to assess the credit risk of new customers before entering contracts. Each new customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval. The Company has policies and procedures to monitor their ongoing exposure and to minimise any risks of losses.
Liquidity risk
Liquidity risk arises from the Company's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.
Foreign exchange risk
The Company trades in GBP, EUR and USD and as a result incurs foreign exchange gains and losses on the timing differences between order and payment. To mitigate the associated transaction risk the Company holds bank accounts in all three currencies.
Exposure is reduced through purchasing forward exchange contracts. This gives the Company the ability to draw down on these contracts where the current spot rate is unfavourable. Equally where the spot rate is favourable then the Company uses the available rate. The open position of hedges is carefully monitored to ensure forward contracts are utilised prior to their expiry date.
Interest rate risk
The Company's interest rate risk is limited due to the fixed rates on its finance leases and bank loans and is therefore primarily associated with its ability to make interest payments.

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.

Page 3

AGRI SGJ LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

S M Critcher

Director

Date: 12 August 2025

Page 4

AGRI SGJ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI SGJ LIMITED

Opinion

We have audited the financial statements of Agri SGJ Limited (the 'Company') for the year ended 31 December 2024, 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. 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 2024 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.

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.

Page 5

AGRI SGJ LIMITED

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

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 2, 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 6

AGRI SGJ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI SGJ 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 Auditor's 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.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
· Enquiry of management and those charged with governance around actual and potential litigation and claims;
· Enquiry of management and those charged with governance to identify any material instances of non- compliance with laws and regulations;
· Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
· Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.

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.

Page 7

AGRI SGJ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI SGJ 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.

Alexander Peal BSc (Hons) FCA DChA (Senior Statutory Auditor)

for and on behalf of

James Cowper Kreston Audit

Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

Berkshire

RG19 6AB

18 August 2025

Page 8

AGRI SGJ LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	22,513,712	20,099,148
Cost of sales		(20,652,709)	(18,428,334)
Gross profit		1,861,003	1,670,814
Administrative expenses		(1,445,305)	(1,284,991)
Other operating income	5	100,942	-
Operating profit	6	516,640	385,823
Interest receivable and similar income		-	303
Interest payable and similar expenses	10	(92,587)	(86,559)
Profit before tax		424,053	299,567
Tax on profit	11	(92,475)	(79,648)
Profit for the financial year		331,578	219,919

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 27 form part of these financial statements.

Page 9

AGRI SGJ LIMITED

REGISTERED NUMBER: 03487312

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	13		2,219,179		2,281,429
			2,219,179		2,281,429
Current assets
Debtors: amounts falling due within one year	14	2,322,180		3,150,128
Cash at bank and in hand	15	1,008,977		368,286
		3,331,157		3,518,414
Current liabilities
Creditors: amounts falling due within one year	16	(2,552,500)		(2,764,387)
Net current assets			778,657		754,027
Total assets less current liabilities			2,997,836		3,035,456
Creditors: amounts falling due after more than one year	17		(932,805)		(1,052,976)
Provisions for liabilities
Deferred tax	21	(27,278)		(36,305)
			(27,278)		(36,305)
Net assets			2,037,753		1,946,175

Capital and reserves
Called up share capital	22	100	100
Profit and loss account	23	2,037,653	1,946,075
		2,037,753	1,946,175

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

G B Critcher

Director

Date: 12 August 2025

The notes on pages 14 to 27 form part of these financial statements.

Page 10

AGRI SGJ LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	100	1,946,075	1,946,175

Profit for the year	-	331,578	331,578
Dividends: Equity capital	-	(240,000)	(240,000)
At 31 December 2024	100	2,037,653	2,037,753

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	100	1,826,156	1,826,256

Profit for the year	-	219,919	219,919
Dividends: Equity capital	-	(100,000)	(100,000)
At 31 December 2023	100	1,946,075	1,946,175

The notes on pages 14 to 27 form part of these financial statements.

Page 11

AGRI SGJ LIMITED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	331,578	219,919
Adjustments for:
Depreciation of tangible assets	64,350	92,394
Interest paid	92,587	86,559
Interest received	-	303
Taxation charge	92,475	79,648
Decrease/(increase) in debtors	827,948	(252,688)
(Decrease)/increase in creditors	(188,223)	306,115
Corporation tax (paid)	(62,277)	(80,253)
Net cash generated from operating activities	1,158,438	451,997

Cash flows from investing activities
Purchase of tangible fixed assets	(2,100)	(164,616)
Interest received	-	(303)
Net cash from investing activities	(2,100)	(164,919)
Cash flows from financing activities
Repayment of loans	(143,587)	(146,905)
Repayment of/new finance leases	(34,152)	84,483
Dividends paid	(240,000)	(100,000)
Interest paid	(92,587)	(86,559)
Net cash used in financing activities	(510,326)	(248,981)
Net increase in cash and cash equivalents	646,012	38,097
Cash and cash equivalents at beginning of year	362,965	324,868
Cash and cash equivalents at the end of year	1,008,977	362,965

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,008,977	368,286
Bank overdrafts	-	(5,321)
	1,008,977	362,965

The notes on pages 14 to 27 form part of these financial statements.

Page 12

AGRI SGJ LIMITED

ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	368,286	640,691	1,008,977
Bank overdrafts	(5,321)	5,321	-
Bank loans due after 1 year	(954,222)	86,019	(868,203)
Bank loans due within 1 year	(154,289)	57,568	(96,721)
Obligations under finance lease and hire purchase contracts due after 1 year	(98,754)	34,152	(64,602)
Obligations under finance lease and hire purchase contracts due within 1 year	(34,152)	-	(34,152)
	(878,452)	823,751	(54,701)

The notes on pages 14 to 27 form part of these financial statements.

Page 13

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Agri SGJ Limited (registered number 03487312) is a private company limited by share capital and incorporated in England and Wales. The address of the registered office and principal place of trade is Unit 6, Cae Gwyrdd, Tongwynlais, Cardiff, Wales, CF15 7AB.

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 financial statements are rounded to the nearest whole pound Sterling which is the Company's functional and presentational currency.

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 consists of the total value of services sold in the year, net of any discounts, rebates and value added tax.

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Land is not depreciated. Depreciation on other assets 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:

Freehold land	-	Not depreciated
Fixtures & fittings	-	25 - 33% per annum
Plant & machinery	-	20% per annum
Other fixed assets	-	5% per annum

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.

Page 14

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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.

2.5

Financial instruments

The Company enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans with related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot 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.

Page 15

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.9

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.

2.10

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.

2.11

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.

Page 16

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgments have had the most significant effect on amounts recognised in the financial statements.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values.
Taxation
The Company establishes provisions based on reasonable estimates. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.
Bad debt provision
The Company establishes provisions based on reasonable estimates. The Company makes specific provisions when it is probable that complete recovery of amounts due from trade debtors will not be made. Reviews of provisions held against customer accounts are carried out at least quarterly by management who consider cash inflows, historic recoveries and market information.

Wholesale fruit sales	22,385,471	19,959,853
Rent receivable	57,045	58,140
Commissions receivable	22,503	11,779
Recharges	48,693	69,376
	22,513,712	20,099,148

All turnover arose within the United Kingdom.

Page 17

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Other operating income
		2024	2023
		£	£

Other operating income	100,000	-
Government grants receivable	942	-
	100,942	-

Other operating lease rentals	30,495	5,368
Exchange differences	(115,170)	(148,084)
Depreciation of tangible fixed assets - owned by the Company	26,402	29,741
Depreciation of tangible fixed assets - held under finance leases	37,948	62,653

Fees payable to the Company's auditors for the audit of the Company's financial statements	11,000	8,500
Fees payable to the Company's auditors in respect of:
Taxation compliance services	2,150	2,050
Other services	1,000	1,000

Page 18

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Wages and salaries	765,729	742,729
Social security costs	89,331	82,637
Cost of defined contribution scheme	45,597	38,861
	900,657	864,227

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

	2024	2023
	No.	No.

Directors	4	4
Administration	6	6

	10	10

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	467,250	528,000
Company contributions to defined contribution pension schemes	5,000	30,000
	472,250	558,000

	During the year retirement benefits were accruing to 3 Directors (2023 - 3) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £181,500 (2023 - £198,000).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £10,000 (2023 - £10,000).

10.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	84,160	77,091
Finance leases and hire purchase contracts	8,427	9,468
	92,587	86,559

Page 19

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	104,687	65,369
Adjustments in respect of previous periods	(3,185)	-
	101,502	65,369

Total current tax	101,502	65,369

Deferred tax
Origination and reversal of timing differences	(9,027)	14,279
Total deferred tax	(9,027)	14,279


	Taxation on profit on ordinary activities	92,475	79,648

Profit on ordinary activities before tax

424,053

299,567

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%)	106,013	70,460
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	10,697	8,257
Capital allowances for year in excess of depreciation	-	(12)
Adjustments to tax charge in respect of previous periods	(3,185)	-
Adjustments to tax charge in respect of previous periods - deferred tax	3,950	104
Income not taxable for tax purposes	(25,000)	-
Remeasurement of deferred tax for the change in rate	-	839
Total tax charge for the year	92,475	79,648

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Dividends
		2024	2023
		£	£

	Dividends paid	240,000	100,000
		240,000	100,000

13.	Tangible fixed assets

	Freehold land	Plant & machinery	Fixtures & fittings	Other fixed assets	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	1,905,844	1,182,988	74,073	234,254	3,397,159
Additions	-	-	2,100	-	2,100
At 31 December 2024	1,905,844	1,182,988	76,173	234,254	3,399,259
Depreciation
At 1 January 2024	-	1,041,638	58,172	15,920	1,115,730
Charge for the year	-	37,948	10,482	15,920	64,350
At 31 December 2024	-	1,079,586	68,654	31,840	1,180,080
Net book value
At 31 December 2024	1,905,844	103,402	7,519	202,414	2,219,179
At 31 December 2023	1,905,844	141,350	15,901	218,334	2,281,429

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


Plant and machinery	103,402	141,350
	103,402	141,350

Page 21

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Debtors: Amounts falling due within one year

					2024	2023
					£	£


Trade debtors	1,944,192	2,360,368
Amounts owned by associated undertakings	188,653	767,791
Other debtors	91,886	21,676
Prepayments and accrued income	97,449	293
	2,322,180	3,150,128

15.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	1,008,977	368,286
Less: bank overdrafts	-	(5,321)
	1,008,977	362,965

Security
Bank overdrafts are secured by way of a fixed and floating charge over the assets of the Company.

16.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank overdrafts	-	5,321
Bank loans	96,721	154,289
Trade creditors	1,876,025	2,029,164
Amounts owned to group and associated undertakings	239,998	99,998
Corporation tax	104,594	65,369
Other taxation and social security	25,148	144,536
Obligations under finance lease and hire purchase contracts	34,152	34,152
Other creditors (incl directors loans)	68,010	215,667
Accruals and deferred income	107,852	15,891
	2,552,500	2,764,387

Security
Bank overdrafts are secured by way of a fixed and floating charge over the assets of the Company.

Page 22

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Bank loans	868,203	954,222
Net obligations under finance leases and hire purchase contracts	64,602	98,754
	932,805	1,052,976

Amounts falling due within one year
Bank loans	96,721	154,289
Amounts falling due 1-2 years
Bank loans	97,247	91,379
Amounts falling due 2-5 years
Bank loans	322,199	311,234
Amounts falling due after more than 5 years
Bank loans	448,757	551,609
	964,924	1,108,511

Security
Bank loans are secured by way of a fixed and floating charge over the assets of the Company.
Included within the above balance is £5,972, annual interest is charged at 4.27%.
Included within the above balance is £466,584, annual interest is charged at 7.75%.
Included within the above balance is £492,368, annual interest is charged at 5.53%.
The remaining repayment term of the loans range from 1.08 years – 10.16 years.

Page 23

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Within one year	34,153	34,152
Between 1-5 years	64,601	98,754
	98,754	132,906

Security
Obligations under finance lease and hire purchase contracts are secured over the assets to which they relate.

20.	Financial instruments
		2024	2023
		£	£

Financial assets
Cash and cash equivalents	1,008,977	368,286
Financial assets measured at fair value through profit or loss	2,224,731	3,149,835
	3,233,708	3,518,121

	Financial liabilities
	Financial liabilities measured at amortised cost	3,485,305	3,746,673

	Financial assets measured at amortised cost comprise trade, group and other debtors and amounts due from associated undertakings
	Financial liabilities measured at amortised cost comprise trade, group and other creditors, bank loans, obligations under finance lease and hire purchase contracts, and accruals.

Page 24

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Deferred taxation

	2024	2023
	£	£

At beginning of year	(36,305)	(22,026)
Charged to profit or loss	9,027	(14,279)
At end of year	(27,278)	(36,305)

The provision for deferred taxation is made up as follows:
	2024	2023
	£	£

	Fixed asset timing differences	(27,278)	(36,305)
		(27,278)	(36,305)

22.	Share capital
		2024	2023
		£	£

Authorised

10 (2023 - 10) Ordinary A shares of £1.00 each	10	10
330 (2023 - 330) Ordinary B shares of £1.00 each	330	330
330 (2023 - 330) Ordinary C shares of £1.00 each	330	330
330 (2023 - 330) Ordinary D shares of £1.00 each	330	330

	1,000	1,000

Allotted, called up and fully paid

1 (2023 - 1) Ordinary A share of £1.00	1	1
33 (2023 - 33) Ordinary B shares of £1.00 each	33	33
33 (2023 - 33) Ordinary C shares of £1.00 each	33	33
33 (2023 - 33) Ordinary D shares of £1.00 each	33	33

	100	100

23.

Reserves

Profit & loss account

This reserve account represents cumulative profits available for distribution to shareholders.

Page 25

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	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 £45,597 (2023: £38,861). Contributions totalling £488 (2023: £488) were payable to the fund at the balance sheet date and are included in creditors.

	Not later than 1 year	12,546	30,495
		12,546	30,495

26.	Contingent liabilities

A cross guarantee and debenture are provided over the bank loans by Agri Fruit Limited.

27.

Related party transactions

As a wholly owned subsidiary, the Company is exempt from disclosing transactions with 100% owned members of the group headed by Hennan Limited in accordance with FRS 102 paragraph 33.1A.

The Company has continued to invest in the farm operated through Agri Fruit Limited, a related party through common control. During the year the Company received a management charge of £48,693 (2023: £69,376), rent of £57,045 (2023: £58,140) and recovered amounts incurred on the behalf of Agri Fruit Limited.
Agri Fruit Limited owed the Company £188,653 (2023: £734,313) at year end in respect of these transactions and other trade that are deemed to have been conducted under normal market conditions.
Strawfam Limited, a related party through common control owed the Company £70,006 (2023: £33,478) at year end in respect of transactions and other trade that are deemed to have been conducted under normal market conditions.
Flex Farming Limited was owed by the Company (a Company in which there is significant control over) £12,555 (2023: £nil) at year end in respect of transactions and other trade that are deemed to have been conducted under normal market conditions.
During the year rent of £37,314 (2023: £nil) was paid to the Directors.
Included within other creditors at the year end is an amount of £63,499 (2023: £211,386) due to the Directors.
Directors are considered to be key management personnel, being those persons having authority and responsibility for planning, their remuneration is detailed in note 7.

Page 26

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.	Controlling party

The ultimate holding company during the year was Hennan Limited who owned 100% of the issued share capital. The directors of Agri SGJ Limited equally own Hennan Limited and equally control Agri SGJ Limited.
The registered office of Hennan Limited is Unit 6 Cae Gwyrdd, Tongwynlais, Cardiff, Wales, CF15 7AB. Group accounts will be prepared for the period ending 31 December 2024.

Page 27