REGISTERED NUMBER: 10726783 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2025

for

JOHN HENSHALL (FRUIT SALESMEN) HOLDINGS

LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

Directors:

W G Murison

R J I Murison

P R Murison

A M B Murison

Registered office:

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

Registered number:

10726783 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

Review of business

The principal activity of the group remained the sale of fruit and vegetables primarily to wholesalers.

During the year market conditions were similar to the previous year. Locally grown produce continued to command higher than average prices, a trend that has now become well established. Rising costs of labour, following further increases in the national minimum wage, as well as challenges with unstable weather conditions continued to impact the sector and are expected to remain a long-term challenge.

Imported produce remained relatively more affordable than local alternatives. However, the added costs of compliance. paperwork, and trading barriers persisted. In addition, supply chain disruptions within the EU led to price fluctuations and varying levels of availability throughout the year.

Despite the challenges, the group has maintained a strong trading position. Demand from wholesalers remained resilient, supporting stable revenues and margins. The directors remain confident that the group will continue to be profit making in the future,

Principal risks and uncertainties

Higher than normal average prices continued to have a positive effect on turnover during this year. The ongoing impacts of climate change, the war in Ukraine and rising workforce costs - including increases in the national minimum wage - are expected to sustain these higher price levels for the foreseeable future.

Adverse weather conditions in the UK again created challenges for planting and harvesting, leading to supply constraints in certain categories of fresh produce. These shortages, combined with strong demand from wholesalers, contributed to volatility in both pricing and availability throughout the year.

Imported produce provided some relief in terms of supply, but continued to be affected by trading barriers, additional paperwork and logistical costs. Furthermore, fluctuations in EU supply levels have made availability less predictable, requiring close management of supplier relationships.

Despite these headwinds, the group's strong financial position, established customer base, and longstanding supplier networks place it in a resilient position, With all competitors in the UK market facing similar conditions, the directors remain confident that the company's adaptability and disciplined approach will enable it to respond effectively to changing market circumstances, The strategic focus for the year ahead remains on maintaining supply reliability, supporting customers with consistent service, and protecting profitability through prudent cost and risk management..

Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. The directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Key performance indicators

The group's key performance indicator is considered to be turnover and gross margin. As noted above, turnover has improved due to higher than usual prices.

On behalf of the board:

R J I Murison - Director

19 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

Principal activities

The principal activities of the group in the year under review were those of wholesale of fruit and vegetables.

Dividends

No interim dividends were paid during the year on any of the shares.

The directors recommend a final dividend per share as follows:

Ordinary share 1p - £0.025

Redeemable A - £163

Redeemable B - £157

Redeemable C - £80

Redeemable D - £200

Redeemable E - £200

The total distribution of dividends for the year ended 31 March 2025 will be £417,824.

Future developments

The directors propose to continue with its current operations but feel the group is in a strong position to identify new opportunities and efficiencies and to adapt to the market.

Directors

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

W G Murison

R J I Murison

P R Murison

A M B Murison

Financial instruments

The group’s activities expose it to a number of financial risks including, credit risk, cash flow risk and liquidity risk. The group does not use derivative financial instruments.

CREDIT RISK

The group’s principal financial assets are bank balances and cash, trade and other receivables. The main purpose of these is to finance the business' operations.

The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

CASHFLOW RISK

The group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. This is mitigated as the group is in a position to adapt its product mix should prices become prohibitive and the fact that all the group's competitors are in the UK and would all experience the same risk.

LIQUIDITY RISK

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses the funds held in its bank accounts.

In respect of bank balances the liquidity risk is managed by maintaining a balance sufficient to cover the group's ongoing requirements. All of the group's cash balances are held in such a way that achieves a competitive rate of interest. The group makes use of money market facilities where funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet the amounts due.

The group is a lessee in respect of finance lease assets. The liquidity risk in respect of this is managed by ensuring that there are sufficient funds available to meet the payments.

Statement of directors' responsibilities

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

On behalf of the board:

R J I Murison - Director

19 September 2025

Opinion

We have audited the financial statements of John Henshall (Fruit Salesmen) Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2025 and of the group's profit for the year then ended;

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

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 and 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 report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's procedures regarding compliance and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company/group:

- The companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.

- UK taxation law.

- Health and safety.

- Food hygiene regulations, due to the nature of the company's operations.

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

- Inspecting correspondence in relation to health and safety and food hygiene compliance.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur.

The areas identified in this discussion were:

- Manipulation of the financial statements, especially revenue, via fraudulent journal entries, particularly as the size of the company means that there is little opportunity for segregation of duties.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

- Substantive work on material areas affecting profits.

- Revenue recognition - we have tested a sample of trade debtors to ensure existence of sales as well as testing a sample of purchase orders in the year and ensured that stock purchased has eventually resulted in a sale that has been included in the accounts.

- Testing journal entries, focusing particularly on postings to unexpected or unusual accounts and those posted at unusual times.

Overall, the senior statutory auditors was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

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.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Antony Sassen (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

23 September 2025

Turnover

4

26,394,865

26,397,169

Cost of sales

(21,950,599

)

(22,177,504

)

Gross profit

4,444,266

4,219,665

Administrative expenses

(3,013,321

)

(3,063,089

)

1,430,945

1,156,576

Other operating income

2,010

-

Operating profit

6

1,432,955

1,156,576

Income from fixed asset investments

6,744

65,667

Interest receivable and similar income

160,596

43,364

1,600,295

1,265,607

Interest payable and similar expenses

7

(987

)

(3,015

)

Profit before taxation

1,599,308

1,262,592

Tax on profit

8

(393,557

)

(293,052

)

Profit for the financial year

1,205,751

969,540

Other comprehensive income

-

-

Total comprehensive income for the year

1,205,751

969,540

Profit attributable to:

Owners of the parent

1,205,751

969,540

Total comprehensive income attributable to:

Owners of the parent

1,205,751

969,540

Fixed assets

Tangible assets

11

398,035

550,089

Investments

12

661,493

744,054

1,059,528

1,294,143

Current assets

Stocks

13

286,805

267,264

Debtors

14

3,296,316

3,147,526

Cash at bank and in hand

2,546,040

3,331,152

6,129,161

6,745,942

Creditors

Amounts falling due within one year

15

4,000,780

5,610,103

Net current assets

2,128,381

1,135,839

Total assets less current liabilities

3,187,909

2,429,982

Provisions for liabilities

19

87,000

117,000

Net assets

3,100,909

2,312,982

Capital and reserves

Called up share capital

20

713,670

713,670

Other reserves

21

27

27

Retained earnings

21

2,387,212

1,599,285

Shareholders' funds

3,100,909

2,312,982

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

R J I Murison - Director

Fixed assets

Tangible assets

11

-

-

Investments

12

664,161

679,449

664,161

679,449

Current assets

Debtors

14

848,455

641,692

Cash at bank and in hand

753,764

1,976,193

1,602,219

2,617,885

Creditors

Amounts falling due within one year

15

514,116

2,285,490

Net current assets

1,088,103

332,395

Total assets less current liabilities

1,752,264

1,011,844

Capital and reserves

Called up share capital

20

713,670

713,670

Other reserves

21

27

27

Retained earnings

21

1,038,567

298,147

Shareholders' funds

1,752,264

1,011,844

Company's profit for the financial year

1,158,244

884,536

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

R J I Murison - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 April 2023

713,670

1,943,282

27

2,656,979

Changes in equity

Dividends

-

(1,313,537

)

-

(1,313,537

)

Total comprehensive income

-

969,540

-

969,540

Balance at 31 March 2024

713,670

1,599,285

27

2,312,982

Changes in equity

Dividends

-

(417,824

)

-

(417,824

)

Total comprehensive income

-

1,205,751

-

1,205,751

Balance at 31 March 2025

713,670

2,387,212

27

3,100,909

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 April 2023

713,670

727,148

27

1,440,845

Changes in equity

Dividends

-

(1,313,537

)

-

(1,313,537

)

Total comprehensive income

-

884,536

-

884,536

Balance at 31 March 2024

713,670

298,147

27

1,011,844

Changes in equity

Dividends

-

(417,824

)

-

(417,824

)

Total comprehensive income

-

1,158,244

-

1,158,244

Balance at 31 March 2025

713,670

1,038,567

27

1,752,264

Cash flows from operating activities

Cash generated from operations

1

1,301,489

2,638,733

Interest element of hire purchase payments paid

(987

)

(3,015

)

Tax paid

(289,812

)

(225,325

)

Net cash from operating activities

1,010,690

2,410,393

Cash flows from investing activities

Purchase of tangible fixed assets

(2,500

)

(191,497

)

Purchase of fixed asset investments

-

(633,927

)

Sale of tangible fixed assets

-

45,354

Sale of fixed asset investments

145,498

655,771

Interest received

160,596

43,364

Dividends received

6,744

65,667

Net cash from investing activities

310,338

(15,268

)

Cash flows from financing activities

Loan repayments in year

(1,700,000

)

-

Capital repayments in year

(15,835

)

(80,533

)

Amount introduced by directors

100,000

295,537

Amount withdrawn by directors

(240,792

)

(247,746

)

Equity dividends paid

(240,000

)

(1,313,537

)

Net cash from financing activities

(2,096,627

)

(1,346,279

)

(Decrease)/increase in cash and cash equivalents

(775,599

)

1,048,846

Cash and cash equivalents at beginning of year

2

3,278,342

2,229,496

Cash and cash equivalents at end of year

2

2,502,743

3,278,342

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

£

£

Profit before taxation

1,599,308

1,262,592

Depreciation charges

154,554

159,543

Profit on disposal of fixed assets

(60,647

)

(36,301

)

Gain on revaluation of fixed assets

(2,290

)

(65,224

)

Finance costs

987

3,015

Finance income

(167,340

)

(109,031

)

1,524,572

1,214,594

(Increase)/decrease in stocks

(19,541

)

59,840

(Increase)/decrease in trade and other debtors

(185,999

)

534,434

(Decrease)/increase in trade and other creditors

(17,543

)

829,865

Cash generated from operations

1,301,489

2,638,733

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

2,546,040

3,331,152

Bank overdrafts

(43,297

)

(52,810

)

2,502,743

3,278,342

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

3,331,152

2,273,090

Bank overdrafts

(52,810

)

(43,594

)

3,278,342

2,229,496

3.	Analysis of changes in net funds

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

3,331,152

(785,112

)

2,546,040

Bank overdrafts

(52,810

)

9,513

(43,297

)

3,278,342

(775,599

)

2,502,743

Debt

Finance leases

(15,835

)

15,835

-

(15,835

)

15,835

-

Total

3,262,507

(759,764

)

2,502,743

1.	Statutory information

John Henshall (Fruit Salesmen) Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There are not considered to be any critical judgements in applying the company's accounting policies. The company makes estimates and assumptions concerning the future. The resulting accounting estimates will by definition, seldom equal the actual results.The company makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors management considers factors including the current credit rating of the debtor, the aging profile of the debtors and historical experience. See note 14 for the net carrying amount of debtors and associated impairment provision. Other than those discussed above there are no estimates or assumptions which give a significant risk of causing a material adjustment to the carrying amounts of assets or liabilities within the next financial year.

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of fruit and vegetables to customers.

The company recognises revenue when the goods have been delivered to the customer.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Long leasehold

-

4% on cost

Plant and machinery

-

33% straight line and 15% straight line

Motor vehicles

-

20% straight line

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses.