The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the Group continued to be that of added-value resellers of goods and services in the

agriculture, technology, and allied sectors in East and West Africa.

The overall performance of the group was influenced by several factors in different regions. The seeds, greenhouse, and machinery businesses performed well, but consumables revenue was down, principally due to late rains in East Africa in the early part of the year and the fact that significant orders from the Coco industry in Ghana did not repeat in 2024. As such group revenue fell by 5.9% from the prior year. The result for the year was significantly impacted by the recovery of the Kenya Shilling following its devaluation in 2023. The unrealised exchange gain of $4.7m in Kenya in 2023 was largely reversed in 2024, resulting in a $4.5m loss. Following a comprehensive review of our overdue debtors we have increased our provisions by $3.2m in the year (2023: $1.8m). The current provisions offer a coverage of 33% of our gross trade debtors. The year also saw significant one-off non-trading costs amounting to $1.5m being incurred. As such the business recorded an operating loss of $1.9m. Stripping out the total unrealised currency loss/gain and the one-off non-trading costs, the company recorded an operating profit of $5.0m. (2023 $3.8m)

Management continued its focus on the following key areas;

• Reducing and managing working capital tightly,

• Returning to targeted top-line growth,

• Developing our own branded product offering,

• Developing and growing the small-scale market,

• Improving business processes and management information,

• Improving the control environment,

• Improving our credit management and reduction of overdue balances, and,

• Maintain relationships with key suppliers and customers to protect its revenue position

Due to the markets and sectors the business operates in, the Group is subject to:

• Economic and political uncertainty, which impacts capital investment and new projects;

• Changing weather conditions, which affect the agriculture sector;

• Instability in commodity prices, which impacts our customer spend; and

• Unpredictable foreign currency movements.

Although there were some impacts on supplies from Israel due to the war in that country, the more significant impact to the business was the increased shipping times due to the knock-on implications for Middle East shipping routes.

Key performance indicators are:

Review of the business and associated key performance indicators (continued)

The results for the current financial year show a loss before taxation of $5.7m (2023 profit $1.3m), loss before tax and exceptional items of $4.1m (2023 profit $1.7m) and after-tax loss of $7.1m (2023 $1.6m). The key drivers behind the results for the year are:

• Administration expenses excluding unrealised currency differences decreased by $0.8m

• One-off exceptional costs of $1.5m (2023 $0.4m) related to legal and professional fees regarding Group restructuring, as well as advice on a regulatory matter.

• Foreign exchange differences, which are largely outside of the control of the Group, had a material impact on the results. In the year ended 31 December 2024, the Group incurred a realised foreign exchange gain (included with administrative expenses) of $0.8m (2023: $1.5m loss) and unrealised foreign exchange losses of $5.3m (2023: gain of $1.0m). The main drivers behind these exchange movements was a 17% appreciation of the Kenyan shilling (a reversal of the 25% devaluation in the prior year), a 36.5% devaluation in the Nigerian Naira (2023: 60.3%) and 23.7% devaluation in the Ghanaian Cedi (2023: 15.1%). This resulted in a total exchange loss of $2.3m in Kenya (Kenya has net USD assets) and further losses of $0.7m in Nigeria and $0.2m in Ghana. Since May 2024 the Kenyan Shilling has remained stable at KES129/$.

• Excluding the unrealised exchange losses, the underlying trading result of the Group (excluding exceptional items) was a $1.2m profit (2023: $0.7m).

• The operations in Kenya improved in 2024 with overall growth of 13%, particularly from seeds and greenhouse revenue. Funding issues meant that the significant order from the Ghana Cocobod in 2023 was not repeated in 2024 which impacted Group sales.

• The Group tax charge is distorted by the fact that loss-making operations cannot be offset against taxable profits in different countries.

Agricultural Division revenues fell by 7% from $95.2m to $88.2m. Revenue in Kenya, increased by 13% as mentioned above. The fall in overall agricultural revenue was largely due to the large orders delivered in 2023 in Ghana not being repeated.

Kenya, which represents the Group’s most significant market, contributed $66.5m to the Group’s revenue (2023: $59.3m) and is the largest contributor to the Agricultural Division with 71% (2023: 53%) of its revenue.

The Technology Division continues to face challenges, albeit revenue grew by 5% to $13.6m (2023: $13.0m). Ghana saw revenue growth of 35% with some good orders in the quasi-government sector. The division’s contribution to the Group revenue increased marginally from 12% to 13%. The technology operations in Uganda have, other than 2 supply contracts, now ceased trading.

The strategic focus of managing costs and working capital is continuous. Notwithstanding our focus on the order management and slow-moving stock, stock increased by $8.7m in 2024, of which $7.2m was Goods in Transit at the year end. Net borrowings (after offset of cash) increased by $2.5m due to the increase in stock offset by a reduction in trade debtors.

Aligned to the seasonal nature of the dominant agricultural business, we continue to finance the business and minimise borrowing costs using overdrafts and shorter-term facilities. Management remains confident, due to our strong relationships with our funders, that their funding and support will continue. Although net borrowings have increased, we have stress-tested group cash flows based on trading projections and have sufficient headroom in our facilities to meet the ongoing demands of the business. We have, in the first 5 months of the new year reduced net borrowings by a further $2.1m. Management are confident that there will be sufficient headroom in the facilities to continue to meet our obligations as they fall due in the foreseeable future.

The other impact of foreign exchange on the Group's balance sheet is the difference arising from converting the balance sheets of foreign currency-based subsidiaries at current rates to US Dollars. Due to the significant appreciation of the Kenya Shilling, offset by devaluations in Ghana and Nigeria, we saw a positive impact of $4.2m (2023: ($6.9m) negative impact) on foreign exchange translation. When offset by current-year losses, resulted in a $2.7m reduction in net assets.

Credit and currency

The Group operates in markets which are exposed to political uncertainties, which in turn result in credit and currency risks.

The Group manages this exposure by operating in a broad spread of countries and markets. The Group’s revenue is exposed to risks of exchange rate fluctuations. To mitigate this risk, where possible, the Group invoices sales in US Dollars. Additionally, the Group restricts the amount of local currency that are held by operating subsidiaries in Africa.

The nature of the Group’s business and markets in which it operates means that credit risk is significant, being subject to political uncertainty, with some customers requesting extended terms.

Credit risk is controlled through vetting potential customers for credit worthiness as well as continuous monitoring of overdue balances and debtor days. In certain circumstances, the Group may request advance payments before work commences. Where extended credit terms are granted to customers, adequate compensation to the Group is achieved through enhanced margins. Management has employed additional resources in 2025 to focus on this area and ensure our credit policy is improved to reduce our overdue debtors.

The requirement to hold local stock levels to meet sales demand is higher due to the lead time between order and delivery. This is balanced with the liquidity policies of the Group to ensure working capital is adequately managed and stock write-offs are minimised.

The Group manages its exposure to interest rate fluctuations by arranging some of its financing at the Group holding company level, thereby benefiting from more favourable borrowing rates and terms. This practice also helps mitigate the risk of exchange rate fluctuations.

The Group is subject to local taxation regimes in the markets in which it operates, which impact sales, profit , payroll and customs duty transactions. The Group seeks to manage its taxation obligations in line with local requirements. Relevant tax liabilities and assets are reviewed regularly in the light of the performance of the local subsidiaries and any development in local tax rules.

Geo-political influences

With the group sourcing, inter alia from Israel, the war initially had some effect on supply. This has now largely normalised although lead times for products coming from parts of the world that are affected by specific shipping routes has required more focused working capital management. The Group does not currently believe it will be impacted by the US tariffs implemented by the Trump government other than by general levels of demand in the Global economy.

Environment

With the Group’s significant involvement in agricultural, horticultural, irrigation and water treatment sectors, environmental awareness is a key issue. Training and supplier partnerships ensure that employees can provide specialist support and expertise to customers and all stakeholders. The Group aims to minimise its environmental impact wherever possible. The directors believe that, given the nature of the Group’s activities, no direct ratios relating to environmental activities are applicable. The CP Group provides information about its Carbon Footprint in its financial statements.

The Group’s policy is to consult and discuss with employees matters likely to affect employees’ interests.

Information on matters of concern to employees is provided through presentations, memos, and reports, which aim to foster a common understanding of factors affecting the Group’s performance.

The Group has continued its policy of employing persons with disabilities. Full and fair consideration is given to applications for employment made by disabled persons having regard to their particular aptitude and abilities. Appropriate arrangements are made wherever possible to retain employees who become disabled, including retraining for alternative work, to further their career development within the Group.

The African market is a challenging one and one in which competition is increasing. Despite this, the continent still offers significant opportunities for development and growth, particularly in the agricultural sector and more specifically the small-scale farmer. We continue to see investment into Africa to improve environmental impact and ensure the continent’s food security. The Group continues to maintain strong and collaborative relationships with its suppliers to ensure that it remains knowledgeable in advances in technology and solutions to support these goals. The Group continues to develop its offering in resilient hybrid seeds, improved soil nutrition and crop protection products, as well as in greenhouse and irrigation technology to provide a strong suite of solutions to counteract the impacts of climate change. A major strategic focus for the Group is on bringing quality products, developing solutions and supporting small scale farmers to ensure crop success, improve yields and growth. This presents a significant growth opportunity not only for the Group, but for also for the advancement of the African farmer and food security for the region. For this reason, management feel that the business is well placed to support and benefit from these opportunities.

To ensure we improve business efficiencies and maximise growth, we continue to focus on:

• Further strengthening our supply relationships, improving the sophistication of our purchasing and longer-term planning and leveraging Group purchasing power.

• Focusing resource on growing sectors, specifically such as seeds and small-scale farming.

• Replicating successful product lines across all markets by sharing expertise and implementing of a common approach

• Improving our use of technology and digital marketing

• Registering and distributing our own Balton branded products.

The impacts of climate variation, lack of rains, product pricing and new market entrants will have an impact on operations in the short term. Management believes however that meeting the objectives set out at the start of this report and continuing with the strategy it has adopted over the last few years, together with the ongoing support of the shareholders, customers, bankers and suppliers, the business is well placed to overcome the challenges and take advantage of opportunities to ensure enhanced and sustainable future growth.

The CP Holdings Group (the “CP Group”) consisting of CP Holdings Limited, and its key operating subsidiaries including Balton CP Limited (the “Company”) recognises the importance of delivering effective corporate governance in supporting the long-term success and sustainability of its business and operates under high standards of corporate governance.

The directors are collectively responsible for ensuring that they operate in a manner that best promotes the interests of the CP Group with consideration to its wider group of stakeholders. Underlying this responsibility is an appropriate Corporate Governance framework. The CP Group has decided not to follow a specific code and is currently developing and implementing its own corporate governance framework (the “Framework”). This Framework will ensure that robust corporate governance procedures are in place to regulate the behaviour and activities of the boards and supports the application of Section 172 throughout the Group.

Issues, Factors and Stakeholders

When making decisions, the directors of the Company consult, where appropriate, with their finance, tax and legal teams, other third parties and stakeholders. Consultation can take several forms, for example face to face, electronic communication, surveys and consultations.

The directors are responsible for the corporate governance framework, including the likely long-term consequences and the general conduct of the company’s affairs. The directors are continually reviewing their internal processes to strengthen the governance and compliance controls of the Company enabling the sustainable growth of the business.

Decision making by the directors in the period has been focused on implementing new strategic initiatives around our own branded products and small scale farmers, entry into the animal health sector as well as the upgrade of our ERP system.

Strategy - Opportunities and risk

The Company operates a framework which defines how risks and opportunities are reviewed and decisions are made. The framework adapts as risks and opportunities and new legislation arises.

The Company has pursued a strategy to focus on ensuring we continue to deliver value to our customers, ensure the well-being of our staff, while maximising the return on investments and ensuring the long-term viability of the business.

An annual review of the risks within the Company is performed and presented to the CP Group’s board. As opportunities arise, they are reviewed and assessed against the current risk profile of the Company.

The principal risks, including climate change, associated with Balton CP are detailed in the above Strategic Report. The Board consider principal risks to be those that could cause the greatest damage if not effectively evaluated, understood, managed and mitigated where possible.

Information

The directors currently review financial and operational information when making their decisions. The governance process is constantly under review, processes are assessed for appropriateness and amended if deemed applicable.

Statement by the directors on performance of their statutory duties in accordance with s.172 (1) Companies Act 2006 (continued)

Governance Policies and Process

Group-wide governance policies and processes are designed to complement and promote the Group strategy. Policies are reviewed on an annual basis and updated as appropriate by the Group board, and all company directors are informed of any amendments. This is an iterative process, allowing for the policies to be adapted as the business grows and changes.

Principal Decisions

Principal decisions, are those decisions taken by the board directly, which should not be delegated to management and which may have a potentially material impact on the Group’s strategy, stakeholder or the long-term value creation of the Group. These decisions can be grouped into the following categories:

• Strategy review

• Review of matters reserved for the board

• Material funding and treasury matters

• Acquisition or disposal of property, trade or shares

• Capital allocation (approval of budgets, forecasts, subsidiary investments and recommendations on dividend payments)

• Material leases or management agreements

Examples of principal decisions taken during the year that took stakeholder views into account include:

• Property review – a decision was made to sell properties in Ghana and Tanzania – these properties are currently being marketed for sale

• Acceptance of the resignation of Balton CP Board member – Andrew Baker

• Appointment of the new Chief Executive Officer - Matthew Dunne

• Appointment of a new Chief Operating Officer – Myles Bovier-Baird

• Registration of own branded products and expansion of product range to include animal health

Engagement of Stakeholders

The Company is proud to be part of a private, family-owned group, which is fully committed to maintaining its values and its relationships with its investments and shareholders. The Company works with its stakeholders in an honest, respectful, and responsible way and seeks to work with others who share the Company’s commitments to safety, ethics and compliance.

The directors consider that the table below lays out the relationships with the key stakeholders :-

Engagement of Stakeholders (continued)

Engagement of Stakeholders (continued)

The directors engage with its stakeholders on material issues relating to their business, taking into consideration current and future events, including its principal decisions. The engagement supports the directors to understand the impact of their decisions and identify any material issues. This aligns with the Company’s purpose and strategy.

On behalf of the board

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

In accordance with section 414c of the Companies Act 2006 the group has set out in the Strategic Report information regarding the review of the business, key performance indicators, principal risks, uncertainties and environmental matters, and future developments that would otherwise have been set out in the Directors Report.

The results for the year are set out on page 16.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

The company is responsible .for disclosing the UK energy use and greenhouse gas emissions in line with the requirements of the Companies Act 2006 (Strategic and Directors' Reports) regulations 2013 and latest 2018 regulations. The director's reviewed the value directly attributable to Balton in the UK and determined the values consumed were less than 40MWh of energy per annum in the UK and is deemed a low energy user by the Companies Act 2006 (Strategic and Directors' Reports) regulations 2018. In determining that the values were below this threshold the directors considered the following factors:

• energy within the office space is born within the total cost of the rental agreement; and

• the company and employees do not have any substantial travel within the UK as the majority of the business is based in East and West Africa.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

• prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Balton CP Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group and parent company balance sheets, the group and parent company statements of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

• give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2024 and of the group’s loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or the parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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.

In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team and component auditors:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and parent company operates in and how the group and parent company are complying with the legal and regulatory frameworks;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting tax computations.

The group audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, and ensuring that revenue had been recognised in accordance with the underlying agreements or documentation.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the consolidated financial statements were communicated to component auditors. Any instances of non-compliance with laws and regulations identified and communicated by a component auditor were considered in our group audit approach.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor’s report.

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 auditor's 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.

The notes on pages 24 to 44 form part of these financial statements.

The notes on pages 24 to 44 form part of these financial statements.

The notes on pages 24 to 44 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss and total comprehensive income for the year was $1,276,338 (2023 - $3,761,891 profit and total comprehensive income).

The notes on pages 24 to 44 form part of these financial statements.

Balton CP Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is CP House, Otterspool Way, Watford, Hertfordshire, England, WD25 8HU.

The group consists of Balton CP Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention, modified to use previous revaluations for freehold properties as deemed cost in accordance with the transition exemptions within FRS 102. The principal accounting policies adopted are set out below.

Parent company disclosure exemptions

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:

• No disclosures have been given for intragroup transactions;

• No statement of cash flows for the company has been presented; and

• Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole.

The following principal accounting policies have been applied:

The consolidated group financial statements consist of the financial statements of the parent company Balton CP Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions and balances between group companies are eliminated on consolidation.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

As set out in these financial statements the Group generated an after tax loss of $7,110,545 for the year ended 31 December 2024 (2023: after tax loss of $1,610,778) and as at the balance sheet date had net assets of $6,586,182 (2023: $9,319,509).

The Group finances its working capital principally through short term lending facilities. The Group continues to maintain existing banking relationships with its key lenders and the directors are in regular dialogue with all their lenders in respect of facility renewals. The directors’ expectation is that the facilities will continue to be renewed. In the event that alternative finance were required the directors consider that the Group has a strong and collaborative relationship with its parent company, CP Holdings Limited. The parent company has confirmed that it will provide financial support if it is required.

The directors have considered the Group's resources and financial position together with the expected renewal of the overdraft and short term loan facilities as well as continued parent company support and are of the opinion that the Group and Company have adequate resources to meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date that these finial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

• the Group has transferred the significant risks and rewards of ownership to the buyer;

• the Group retains neither continuing managerial involvement to the degree usually associated

with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the Group will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software                    20%

Tangible fixed assets are stated at historical cost or deemed cost for certain land and buildings held at valuation at the date of transition to FRS 102 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 Group 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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the consolidated profit and loss account during the period in which they are incurred.

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.

The estimated useful lives range as follows:

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.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset's cash generating unit) may be impaired. If there is such an indication, the recoverable amount of the asset (or asset's cash generating unit) is compared to the carrying amount of the asset (or asset's cash generating unit).

The recoverable amount of the asset (or asset's cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future pre-tax and interest cash flow obtained as a result of the asset's (or asset's cash generating unit) continued use. The pre-tax and interest cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.

If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account. For assets carried at their deemed cost an amount equal to the impairment is transferred from the revaluation reserve to the consolidated profit and loss account.

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the consolidated profit and loss account.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies , are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

Provisions are recognised when an event has taken place that gives-the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) the existence will be confirmed by the occurrence of non-occurrence of uncertain future events not wholly within the Group's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

Defined contribution pension plan

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

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

Foreign currency translation

Functional and presentation currency

The functional currency of Balton CP Limited is considered to be US Dollars because that is the currency of the primary economic environment in which the Company operates. The consolidated financial statements are also presented in US Dollars. The functional currencies of the subsidiaries are the currencies of the countries in which they operate.

Transactions and balances

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 the profit and loss account.

Foreign exchange gains and losses are presented in the profit and loss account within administrative expenses.

On consolidation, the results of overseas operations in their functional currencies are translated into US Dollar at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and allocated to noncontrolling interest as appropriate.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Exceptional items

Exceptional items are material items of income or expense that are disclosed separately due to their size or incidence, in order to provide a better understanding of the Group's financial performance. Such items are included within consolidated profit or loss account, disclosed as a single line item within operating profit, and are disclosed in the notes to the financial statements if the nature or amount is considered significant to the understanding of the group's financial performance.

Examples of exceptional items may include significant restructuring costs, impairment of assets, profit or loss on disposal of non-current assets or subsidiaries, and costs relating to professional, advisory or legal fees or other cost related to one-off events. The classification of items as exceptional is determined by management based on their judgement of qualitative and quantitative factors.

In the application of the Group's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements and estimations that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

• Impairment of trade and other debtors and stock: Management review such balances on a periodic basis. In determining whether there is a need for a provision, management is required to determine their best estimate of the future expected cash flows. In arriving at this estimate, management consider historical experience and current trends.

• Impairment of investments in subsidiary undertakings: The carrying amounts of the Company's investment in subsidiaries, including related long term intercompany loans and trading balances, are reviewed at each balance sheet date to determine whether there is any indication of impairment as required by FRS 102 Section 27 Impairment of Assets. If any such indication exists, the recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of the investment exceeds its recoverable amount. The recoverable amount is the greater of net realisable value and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using an appropriate pre-tax discount rate, Impairment losses are recognised in the profit and loss account. The directors regard the T&l and Agric divisions as separate cash generating units within each legal entity.

Exceptional legal, professional and other costs consist of costs incurred in connection with strategic advisory and group restructuring costs which are exceptional due to their non-recurring nature and materiality.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Prior year restatement

In the comparative year, the taxation note incorrectly presented the split of the taxation charge. The UK Withholding Tax was correctly stated at $98,050. However, the Foreign Tax Charge and the Deferred Tax Charge were misstated. The Foreign Tax Charge was presented as $3,299,873 and should have been presented as $2,341,737, and the Deferred Tax Charge was presented as a credit of ($479,068) instead of a charge of $479,068.

The error has been corrected in these financial statements by restating the comparative figures. This correction has no impact on the total taxation charge, profit for the year, net assets, or equity previously reported.

The effect of the restatement on the prior year taxation note is as follows:

The Group applied the transitional option contained in Section 35 of FRS 102 to use a valuation as the deemed cost for certain long leasehold properties as at the date of transition to the standard. The valuations were performed by an independent valuer on the date of transition to FRS 102, being 1 January 2013. The properties are being depreciated from the valuation date. As the assets are depreciated or sold an appropriate transfer is made from the revaluation reserve to the profit and loss account.

Included in long lease hold property are land and buildings valued at the date of transition to FRS 102 using the deemed cost option of:

At 31 December 2024, the directors performed an impairment review of its investments in light of the trading performance of its subsidiaries. This assessment resulted in an impairment of $9,240,501 and the reversal of prior impairments of ($5,808,823) being recognised in the parent company profit and loss, as noted in the table above.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The bank overdrafts are secured by fixed and floating charges over certain assets of the Group.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Deferred tax assets and liabilities are offset only where the Group has a legally enforceable right to do so and where the assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

The net deferred tax asset expected to reverse in 2025 is $773,000 (2023: deferred tax asset $1,213,000).

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Revaluation reserve

The revaluation reserve represents the cumulative effect of revaluations that were undertaken at the date of transition to FRS102 for certain land and buildings now being held at deemed cost, net of deferred tax. Amounts representing the equivalent depreciation are transferred to the profit and loss account each year.

Foreign exchange reserve

The foreign exchange reserve represents foreign exchange differences arising on the change in the functional currency of subsidiary undertakings with effect from 1 January 2014 and cumulative translation differences arising on translation of the net investment in subsidiary undertakings in the current and prior year.

Profit and loss account

The profit and loss reserve represents accumulated profits and losses for the year and prior periods together with transfers from the revaluation reserve relating to depreciation charged on property carried at deemed cost.

Non-controlling interest reserve

The non-controlling interest reserve represents the share of accumulated profit and losses of subsidiary undertakings that are the entitlement of minority shareholders.

During the year, the Group was subject to a number of routine tax enquiries in respect of prior periods. Some of these enquiries remain ongoing as at the date of approval of these financial statements. The directors are of the, opinion that there are no material liabilities as a result of these enquiries and it is not possible to determine reliably the final outcome, including any associated liabilities which may arise.

There were contingent liabilities in respect of legal actions against the Group, the monetary amount of which cannot be quantified. No provision has been made in these financial statements in respect of the legal actions as the directors, having taken legal advice, do not believe any material liability will eventually be borne by the Group.

The Group has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly owned part of the Group.

The parent undertaking of the only Group of undertakings for which Group financial statements are drawn up and of which the company is a member is CP Holdings Limited, whose registered office address is CP House, Otterspool Way, Watford, WD25 8JJ. Copies of the Group financial statements are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.

The directors regard Premier Telecommunications International Limited and CP Holdings Limited as the immediate and ultimate parent company respectively. The ultimate controlling parties are the Gibbor and Schreier families.