REGISTERED NUMBER: 09353993 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

WOOLLEY BROS HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Profit and Loss Account

11

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

S R Woolley

S J Woolley

REGISTERED OFFICE:

Rother Valley Way

Holbrook

Sheffield

Yorkshire

S20 3RW

REGISTERED NUMBER:

09353993 (England and Wales)

AUDITORS:

Philip Barnes & Co Limited

Chartered Accountants

Statutory Auditors

The Old Council Chambers

Halford Street

Tamworth

Staffordshire

B79 7RB

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

Woolley Bros Holdings Ltd is the parent company for the Woolley Bros companies which comprise Woolley Bros (Wholesale Meats) Ltd and Woolley Bros (North East) Ltd.

The consolidated results comprise the results for the year to 31 December 2024..

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business and its position at the year end. Our review is consistent with the size and non complex nature of our business and is written in the context of the risks and uncertainties we face.

As an abattoir the company's continuing business is the slaughter of cattle and supply of beef sides and quarters together with the de-boning and supply of meat by type of cut pre-packed or boxed.

The main financial key performance indicators include gross and operating profits and overall business growth, as shown by the profit and loss account on page 11.

The main financial key performance indicators include gross and operating profits and overall business growth.

2024

2023

Movement

£

£

£

Gross Profit

2,437,861

1,730,341

707,250

Operating Loss

(459,336

)

(1,381,955

)

922,619

Net Assets

13,369,987

13,749,235

(379,248

)

The company's business activities and results are set out in this report and financial statements.

Turnover and gross profit have both increased during the year resulting in a reduced operating loss. The new facility was operational from October 2023, which is now generating more revenue streams from existing and new customers.

2025 shows a return to profit, which has been driven by a number of factors including changes in the market and new contract awards.

The directors regularly review non-financial indicators for both employee and environmental measures. The company works with both customers and suppliers on environmental issues and supports employees to develop their skills and adhere to all relevant legislation requirements.

PRINCIPAL RISKS AND UNCERTAINTIES

The business and market environment in which we operate continues to be challenging, in particular competitiveness and price sensitivity and the availability of livestock at a suitable price.

We operate on a prudent, economic and risk averse basis as regards our trading relationships with our customers, suppliers and funders.The group is exposed to the risks of volatility in livestock pricing and continues to maintain strong relationships with suppliers and develop new lines of supply to mitigate this. The marketplace in the UK and Europe remains very competitive and the group continues to work closely with its customers to provide good value products.

There are other external events that occur within the industry, e.g. animal disease, which are outside of our control, however we believe that there are adequate contingency plans to mitigate these.

The group continues to invest in processes and facilities to improve quality and efficiency and the directors remain cautiously optimistic about the future growth and development of the business.

SECTION 172(1) STATEMENT

The directors acknowledge their responsibilities under S172(1) of the Companies Act 2006 and confirm that the company's policies and procedures are under continual review and development to ensure that we promote the success of the company for the benefit of its members as a whole. Below we set out the requirements of Section 172(1) and the key processes and considerations that demonstrate how the directors discharge their duties and promote the success of the company.

- The likely consequences of any decision in the long term

We aim to continually improve our product productivity and quality by working closely with our stakeholders. We take on board the latest developments and aim to seek the highest level of animal husbandry, productivity, animal welfare and provenance.

- The interests of the company's employees

The company consider the interests of the employees, in particular appropriate training and health & safety. Training is provided upon employment and is then continually monitored by the technical management team to ensure compliance is maintained. The company strives to provide all employees with good working conditions which comply with the ETI base code. A confidential letterbox is provided on site to help encourage employees to raise any concerns they may have in relation to their settings. This involvement helps management best understand what areas may require improvements and help achieve the company's strategy.

- The need to foster the company's business relationships with suppliers, customers and others

Suppliers

We aim to build strong relationships with our suppliers to develop a mutually beneficial and lasting partnerships. Engagement with our suppliers is primarily through a series of interactions and reviews. Key areas of focus includes health & safety and sustainability. We recognise the relationship with our suppliers is important for the long term success of the company.

Customers

We work closely with our customers and are focused on the importance of building strong long lasting relationships. We take the time to understand their needs and views and listen to how we can best improve our service for them. This knowledge is used to better inform our decision making to ensure we are offering the highest level of service.

- The impact of the company's operations on the community and the environment

The company accepts the need to protect the environment for the benefit of the society. Environmental considerations are an integral part of the business activities. They are committed to keeping its impact on the environment low and recognise that good environmental management is achieved through knowledgeable and appropriately trained staff anticipating and eliminating potential issues through good planning and practise. The technical management team regularly review non-financial indicators for environmental measures and report on periodically to the relevant bodies.

- The desirability of the company maintaining a reputation for high standards of business conduct

We strive to maintain high standards by carefully sourcing our produce from suppliers we are able to produce high quality products. We pride ourselves in our operations as this is paramount to our success. We are regularly assessed by our customer base and other retail bodies.

- The need to act fairly between members as a whole

The company has historically been a family owned business and the shareholders have worked closely together. S Woolley has been the sole shareholder throughout the year.

ON BEHALF OF THE BOARD:

S R Woolley - Director

30 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the slaughter of cattle and supply of beef sides and quarters together with the de-boning and supply of meat by type of cut pre-packed or boxed and other meat sales.

DIVIDENDS

Interim dividends paid in the year were £70,000. The directors do not recommend payment of a final dividend.

DIRECTORS

S R Woolley has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

S J Woolley - appointed 20 November 2024

STREAMLINED ENERGY AND CARBON REPORTING

We have reported on all sources of Green House Gas emissions and energy usage as required under the Large and Medium sized companies and Groups (accounts and reports) Regulations.

Woolley Bros. (Wholesale Meats) Limited understand the importance of meeting globally recognised corporate responsibility standards.

Green House Gas emissions and energy usage

Y/E 31 December 2024

£'000

Emissions from combustion of gas (Scope 1 - tonnes of tCO2e)

353

Emissions from electricity purchased for own use (Scope 2 - tCO2e)

673

Emissions from business travel in rental cars (Scope 3 - tCO2e)

0

Total tCO2e based on above

1026

Energy Consumptions used to calculate emissions - kwh (millions)

4

Internal ratios

Ratio of carbon emissions to number of cattle slaughtered (tCO2e)

0.049

Energy consumption data is captured through monthly bills showing actual or estimated consumption. The chief source of GHG emissions relates to energy consumed in the operation of the business. We have followed the UK Government environmental reporting guidelines and used GHG Protocol Corporate Accounting and Reporting Standards (Revised). Emission actors have been calculated using the revised carbon convention factors published in 2024.

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Philip Barnes & Co Limited, are deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

S R Woolley - Director

30 September 2025

Opinion

We have audited the financial statements of Woolley Bros Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, 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 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; 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 six, 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.

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

non-compliance with laws and regulations, our procedures included the following:

- considering the nature of the industry and sector, control environment and business performance

- enquiring of management, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;

- obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements. The key laws and regulations we considered included the relevant provisions of the UK Companies Act, Financial Reporting Standards and accounting policies. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate such as Food Standards Agency regulations.

Based upon this understanding we designed our audit procedures to identify non-compliance with such laws and regulations including:

- review of the financial statement disclosures to assess compliance with relevant laws and regulations having a direct impact on the financial statements

- enquiries of management concerning actual and potential ligation and claims

- testing journals and other adjustments; assessing judgements made in making accounting estimates and evaluating the business rationale of any significant unusual or unexpected transactions

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

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.

Christopher Humphreys FCA (Senior Statutory Auditor)

for and on behalf of Philip Barnes & Co Limited

Chartered Accountants

Statutory Auditors

The Old Council Chambers

Halford Street

Tamworth

Staffordshire

B79 7RB

30 September 2025

TURNOVER

72,219,757

-

72,219,757

Cost of sales

(69,781,896

)

-

(69,781,896

)

GROSS PROFIT

2,437,861

-

2,437,861

Distribution costs

(787,397

)

-

(787,397

)

Administrative expenses

(2,468,549

)

-

(2,468,549

)

(818,085

)

-

(818,085

)

Other operating income

358,749

-

358,749

OPERATING LOSS

4

(459,336

)

-

(459,336

)

Interest receivable and similar income

37,217

-

37,217

Interest payable and similar expenses

5

(108,125

)

-

(108,125

)

LOSS BEFORE TAXATION

(530,244

)

-

(530,244

)

Tax on loss

6

181,567

-

181,567

LOSS FOR THE FINANCIAL YEAR

(348,677

)

-

(348,677

)

OTHER COMPREHENSIVE INCOME

Income tax relating to other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(348,677

)

Loss attributable to:

Owners of the parent

(348,677

)

Total comprehensive loss attributable to:

Owners of the parent

(348,677

)

Non-controlling interests

-

(348,677

)

TURNOVER

62,637,467

-

62,637,467

Cost of sales

(60,907,126

)

-

(60,907,126

)

GROSS PROFIT

1,730,341

-

1,730,341

Distribution costs

(506,431

)

-

(506,431

)

Administrative expenses

(2,894,099

)

19,061

(2,875,038

)

(1,670,189

)

19,061

(1,651,128

)

Other operating income

269,173

-

269,173

OPERATING (LOSS)/PROFIT

4

(1,401,016

)

19,061

(1,381,955

)

Interest receivable and similar income

12,490

-

12,490

Interest payable and similar expenses

5

(114,496

)

-

(114,496

)

(LOSS)/PROFIT BEFORE TAXATION

(1,503,022

)

19,061

(1,483,961

)

Tax on (loss)/profit

6

287,839

-

287,839

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,215,183

)

19,061

(1,196,122

)

OTHER COMPREHENSIVE INCOME

Minority Interest

1,990,133

Income tax relating to other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

1,990,133

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

794,011

(Loss)/profit attributable to:

Owners of the parent

(1,196,122

)

Total comprehensive (loss)/income attributable

to:

Owners of the parent

2,784,144

Non-controlling interests

(1,990,133

)

794,011

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

14,011,503

14,732,066

Investments

11

-

-

14,011,503

14,732,066

CURRENT ASSETS

Stocks

12

1,032,944

2,521,092

Debtors

13

5,941,237

4,194,853

Cash at bank and in hand

718,426

2,694

7,692,607

6,718,639

CREDITORS

Amounts falling due within one year

14

3,487,524

2,033,268

NET CURRENT ASSETS

4,205,083

4,685,371

TOTAL ASSETS LESS CURRENT LIABILITIES

18,216,586

19,417,437

CREDITORS

Amounts falling due after more than one year

15

(3,284,516

)

(3,800,513

)

PROVISIONS FOR LIABILITIES

17

(759,280

)

(945,826

)

ACCRUALS AND DEFERRED INCOME

18

(797,231

)

(876,863

)

NET ASSETS

13,375,559

13,794,235

CAPITAL AND RESERVES

Called up share capital

19

3,000

3,000

Capital redemption reserve

20

5,572

5,572

Retained earnings

20

13,366,987

13,785,664

SHAREHOLDERS' FUNDS

13,375,559

13,794,236

NON-CONTROLLING INTERESTS

-

(1

)

TOTAL EQUITY

13,375,559

13,794,235

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

S R Woolley - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

750,200

750,200

Investments

11

11,000

11,000

761,200

761,200

CURRENT ASSETS

Debtors

13

2,855,243

2,490,428

Cash at bank

31,114

32,300

2,886,357

2,522,728

CREDITORS

Amounts falling due within one year

14

2,000

36,728

NET CURRENT ASSETS

2,884,357

2,486,000

TOTAL ASSETS LESS CURRENT LIABILITIES

3,645,557

3,247,200

CAPITAL AND RESERVES

Called up share capital

19

3,000

3,000

Capital redemption reserve

20

5,572

5,572

Retained earnings

20

3,636,985

3,238,628

SHAREHOLDERS' FUNDS

3,645,557

3,247,200

Company's profit for the financial year

468,357

295,083

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

S R Woolley - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

3,000

13,146,653

5,572

Changes in equity

Dividends

-

(155,000

)

-

Total comprehensive loss

-

794,011

-

Balance at 31 December 2023

3,000

13,785,664

5,572

Changes in equity

Dividends

-

(70,000

)

-

Total comprehensive loss

-

(348,677

)

-

Balance at 31 December 2024

3,000

13,366,987

5,572

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

13,155,225

1,990,132

15,145,357

Changes in equity

Dividends

(155,000

)

-

(155,000

)

Total comprehensive loss

794,011

(1,990,133

)

(1,196,122

)

Balance at 31 December 2023

13,794,236

(1

)

13,794,235

Changes in equity

Dividends

(70,000

)

-

(70,000

)

Total comprehensive loss

(348,677

)

-

(348,677

)

Balance at 31 December 2024

13,375,559

(1

)

13,375,558

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

3,000

3,098,545

5,572

3,107,117

Changes in equity

Dividends

-

(155,000

)

-

(155,000

)

Total comprehensive income

-

295,083

-

295,083

Balance at 31 December 2023

3,000

3,238,628

5,572

3,247,200

Changes in equity

Dividends

-

(70,000

)

-

(70,000

)

Total comprehensive income

-

468,357

-

468,357

Balance at 31 December 2024

3,000

3,636,985

5,572

3,645,557

Cash flows from operating activities

Cash generated from operations

1

109,911

(1,623,830

)

Interest paid

(108,125

)

(114,496

)

Tax paid

(53,625

)

(147,102

)

Net cash from operating activities

(51,839

)

(1,885,428

)

Cash flows from investing activities

Purchase of tangible fixed assets

(69,705

)

(1,987,208

)

Sale of tangible fixed assets

62,500

124,300

Interest received

37,217

12,490

Net cash from investing activities

30,012

(1,850,418

)

Cash flows from financing activities

Loan repayments in year

(384,323

)

(420,870

)

Capital repayments in year

-

(25,103

)

Amount introduced by directors

-

133,007

Share issue

(1,000

)

-

Government grants

-

138,509

Equity dividends paid

(70,000

)

(155,000

)

Net cash from financing activities

(455,323

)

(329,457

)

Decrease in cash and cash equivalents

(477,150

)

(4,065,303

)

Cash and cash equivalents at beginning of year

2

(146,117

)

3,919,186

Cash and cash equivalents at end of year

2

(623,267

)

(146,117

)