REGISTERED NUMBER: 08199630 (England and Wales)

FMPP Group Limited

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Period

1 September 2023 to 31 October 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

J Mullen

T Fitzgibbon

REGISTERED OFFICE:

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

REGISTERED NUMBER:

08199630 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

The directors present their strategic report of the company and the group for the period 1 September 2023 to 31 October 2024.

REVIEW OF BUSINESS

The principal activities of the group continue to be the sourcing, co-packing, and supply of key food ingredients through both our own branded product range and key customer brands to major food manufacturers, retailers and high street chains also covering most foodservice sectors across the UK, Ireland, Europe and further afield.

Our year was dominated, like most business across Europe by significant inflationary pressures coupled with the continued war in Ukraine and the global over supply of one of our key ingredients (processed tomato paste). The impact of these three key factors was felt positively and negatively in our operations and customer performance with key customers within the olive oil sector seeking new solutions on product mix driven by a crop shortage and substantial price increases.

Despite these factors we were able to hold our revenue in line with the previous year whilst converting new customer acquisition, coupled with strong cross-selling opportunities and new product development.

There were several challenging supply chain periods throughout the winter mainly caused by poor weather and port closures, however, we maintained high customer service performance during that period with contingency planning and strong support from all suppliers and customers.

The Group's food sourcing credentials are further supported by our investment in Holding da Industrial Transformation do Tomate S.A, a Portuguese tomato processor, which continues to be of value in securing high quality, processed tomato products.

The Group holds an equity interest in an unlisted overseas company, (Kagome Portugal) acquired to support the continuity of its supply chain. As this investment is neither a subsidiary, associate, nor jointly controlled entity, it is accounted for as a financial asset. To date we have placed reliance upon the underlying assumptions applied by professional valuers appointed at different points in time deemed relevant by the Directors. Thereafter consideration has been given to any adjusting events because of known market conditions and performance of the unlisted entity where the impact can be measured reliably.

The investment is measured at fair value at each reporting date, with changes in fair value recognised through profit or loss. Due to the unlisted nature of the shares and absence of quoted market prices, fair value is now determined by using an independent third-party valuation platform, Valutico, which applies a market approach using comparative company multiples and industry benchmarks.

The determination of fair value requires the exercise of management judgement, particularly in selecting appropriate valuation inputs such as revenue or EBITDA multiples, discount rates, and peer comparables. The company considers these inputs to be based on observable market data to the extent possible but recognises that a degree of estimation uncertainty exists given the lack of direct market evidence for the specific investment.

Changes in key assumptions, including growth rates, discount rates, or benchmark multiples, could materially affect the reported fair value of the investment and the associated unrealised gains or losses. As at the reporting date, the investment was valued at £9,568,162, with a resulting unrealised gain of £7,885,675 recognised in profit and loss.

The Board considers that the Group is well positioned to benefit from growth in the food service sector and food manufacturers, along with high street chains, need for reliable service, food safety, quality assurance and provenance, all underpinned by a strong ESG program.

Gross Profit for the financial year was £7.4m during the last financial year with Operating Profit before tax at £11m with £7.9m of the increase driven by the share revaluation outlined above.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks arise from damage caused by faulty products, non-payment of monies owed to Silbury through insolvency and foreign exchange. These risks are managed by quality assurance accreditations and processes, product insurances and credit and treasury policies.

ON BEHALF OF THE BOARD:

J Mullen - Director

30 October 2025

The directors present their report with the financial statements of the company and the group for the period 1 September 2023 to 31 October 2024.

PRINCIPAL ACTIVITY

The principal activity of the company continues to be that of a holding company. The principal activities of the group are the sourcing, co-packing, and supply of key food ingredients through both our own branded product range and key customer brands to major food manufacturers, retailers and high street chains also covering most foodservice sectors across the UK, Ireland, Europe and further afield.

DIVIDENDS

The total distribution of dividends for the period ended 31 October 2024 was £979,500.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2023 to the date of this report.

J Mullen

T Fitzgibbon

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 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, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Mullen - Director

30 October 2025

Opinion

We have audited the financial statements of FMPP Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2024 which comprise the Consolidated Income Statement, Consolidated Other 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 October 2024 and of the group's profit for the period 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 three, 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:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- results of our enquiries of management about their own identification and assessment of the risks and irregularities

- any matters we identified having obtained an understanding of the company policies and procedures relating to

- identifying, evaluating and complying with laws and regulations and whether they are 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 set up to mitigate risks of fraud or non-compliance with laws and regulations

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the

financial statements and any potential indicators of fraud.

- obtaining an understanding of the legal and regulatory framework that the company operates in, focusing on those

laws and regulations that had a direct effect on the financial statements, including UK Companies Act 2006,

pensions and tax legislation

- provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance

with which may be fundamental to the company's ability to operate or to avoid material penalty. These include

impact of import restrictions.

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with

provisions of relevant laws and regulations described as having a direct effect on the financial statements

- enquiring of management concerning actual and potential legal action and claims

- carrying out analytical procedures to identify any unusual or unexpected relationships that may indicate risks of

material misstatement due to fraud

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal

entries and other adjustments; assessing whether the judgements made in making accounting estimates are

indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual

or outside the normal course of business.

- considering performance targets and their influence on efforts made by management to manage earnings

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

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.

Stephen Butler BA FCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

30 October 2025

TURNOVER

3

99,232,982

-

Cost of sales

91,747,938

-

GROSS PROFIT

7,485,044

-

Administrative expenses

4,462,429

54,715

OPERATING PROFIT/(LOSS)

5

3,022,615

(54,715

)

Income from shares in group undertakings

-

646,770

Income from interest in associated undertakings

198,874

-

Income from other participating interests

34,335

-

Interest receivable and similar income

23,764

3,500

256,973

650,270

3,279,588

595,555

Amounts written off investments

Associates

(24,345

)

-

Gain/loss on revaluation of investments

7,885,675

-

11,140,918

595,555

Interest payable and similar expenses

6

(5,347

)

-

PROFIT BEFORE TAXATION

11,135,571

595,555

Tax on profit

7

782,688

-

PROFIT FOR THE FINANCIAL PERIOD

10,352,883

595,555

Profit attributable to:

Owners of the parent

5,475,751

595,555

Non-controlling interests

4,877,132

-

10,352,883

595,555

PROFIT FOR THE PERIOD

10,352,883

595,555

OTHER COMPREHENSIVE INCOME

Repurchase of own shares

(205,351

)

-

Interest in associate upon consolidation

148,057

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

(57,294

)

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

10,295,589

595,555

Total comprehensive income attributable to:

Owners of the parent

10,295,589

595,555

FIXED ASSETS

Intangible assets

10

555,726

-

Tangible assets

11

325,889

-

Investments

12

Interest in associate

178,745

14

Other investments

9,568,162

2,700,000

10,628,522

2,700,014

CURRENT ASSETS

Stocks

13

2,076,222

-

Debtors

14

14,458,638

443,875

Cash at bank and in hand

671,319

5,952

17,206,179

449,827

CREDITORS

Amounts falling due within one year

15

14,127,839

79,500

NET CURRENT ASSETS

3,078,340

370,327

TOTAL ASSETS LESS CURRENT LIABILITIES

13,706,862

3,070,341

CREDITORS

Amounts falling due after more than one year

16

(86,556

)

-

PROVISIONS FOR LIABILITIES

18

(11,058

)

-

NET ASSETS

13,609,248

3,070,341

CAPITAL AND RESERVES

Called up share capital

19

20,251

20,900

Share premium

20

57,371

57,371

Capital redemption reserve

20

649

-

Retained earnings

20

7,430,378

2,992,070

SHAREHOLDERS' FUNDS

7,508,649

3,070,341

NON-CONTROLLING INTERESTS

21

6,100,599

-

TOTAL EQUITY

13,609,248

3,070,341

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

J Mullen - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

2,700,014

2,700,014

2,700,014

2,700,014

CURRENT ASSETS

Debtors

14

419,660

443,875

Cash at bank

11,839

5,952

431,499

449,827

CREDITORS

Amounts falling due within one year

15

79,576

79,500

NET CURRENT ASSETS

351,923

370,327

TOTAL ASSETS LESS CURRENT LIABILITIES

3,051,937

3,070,341

CAPITAL AND RESERVES

Called up share capital

19

20,251

20,900

Share premium

57,371

57,371

Capital redemption reserve

649

-

Retained earnings

2,973,666

2,992,070

SHAREHOLDERS' FUNDS

3,051,937

3,070,341

Company's profit for the financial year

1,167,096

595,555

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

J Mullen - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 September 2022

20,900

2,736,515

57,371

Changes in equity

Dividends

-

(340,000

)

-

Total comprehensive income

-

595,555

-

Balance at 31 August 2023

20,900

2,992,070

57,371

Changes in equity

Reduction in share capital

(649

)

-

-

Dividends

-

(979,500

)

-

Total comprehensive income

-

5,417,808

-

20,251

7,430,378

57,371

Acquisition of non-controlling interest

-

-

-

Non-controlling interest arising on business combination

-

-

-

Balance at 31 October 2024

20,251

7,430,378

57,371

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 September 2022

-

2,814,786

-

2,814,786

Changes in equity

Dividends

-

(340,000

)

-

(340,000

)

Total comprehensive income

-

595,555

-

595,555

Balance at 31 August 2023

-

3,070,341

-

3,070,341

Changes in equity

Reduction in share capital

-

(649

)

-

(649

)

Dividends

-

(979,500

)

-

(979,500

)

Total comprehensive income

649

5,418,457

-

5,418,457

649

7,508,649

-

7,508,649

Acquisition of non-controlling interest

-

-

2,373,650

2,373,650

Non-controlling interest arising on business combination

-

-

3,726,949

3,726,949

Balance at 31 October 2024

649

7,508,649

6,100,599

13,609,248

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 September 2022

20,900

2,736,515

57,371

-

2,814,786

Changes in equity

Dividends

-

(340,000

)

-

-

(340,000

)

Total comprehensive income

-

595,555

-

-

595,555

Balance at 31 August 2023

20,900

2,992,070

57,371

-

3,070,341

Changes in equity

Reduction in share capital

(649

)

-

-

-

(649

)

Dividends

-

(979,500

)

-

-

(979,500

)

Total comprehensive income

-

961,096

-

649

961,745

Balance at 31 October 2024

20,251

2,973,666

57,371

649

3,051,937

Cash flows from operating activities

Cash generated from operations

1

4,071,454

(14,254

)

Interest element of hire purchase payments paid

(5,347

)

-

Tax paid

(1,239,523

)

-

Net cash from operating activities

2,826,584

(14,254

)

Cash flows from investing activities

Purchase of tangible fixed assets

(280,402

)

-

Cash inflow from business combination

(116,580

)

-

Interest received

23,764

3,500

Dividends received

34,335

646,770

Net cash from investing activities

(338,883

)

650,270

Cash flows from financing activities

Capital repayments in year

(11,005

)

-

Amount introduced by directors

24,353

-

Amount withdrawn by directors

-

(330,500

)

Share issue within subsidiary

500,000

-

Share buyback

(206,000

)

-

Equity dividends paid

(979,500

)

(340,000

)

Dividends paid to minority interests

(1,150,182

)

-

Net cash from financing activities

(1,822,334

)

(670,500

)

Increase/(decrease) in cash and cash equivalents

665,367

(34,484

)

Cash and cash equivalents at beginning of period

2

5,952

40,436

Cash and cash equivalents at end of period

2

671,319

5,952

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.9.23

to

Year Ended

31.10.24

31.8.23

£

£

Profit before taxation

11,135,571

595,555

Depreciation charges

141,979

-

Gain on revaluation of fixed assets

(7,885,675

)

-

Finance costs

5,347

-

Finance income

(256,973

)

(650,270

)

3,140,249

(54,715

)

Decrease in stocks

1,631,543

-

(Increase)/decrease in trade and other debtors

(1,837,922

)

1,493

Increase in trade and other creditors

1,137,584

38,968

Cash generated from operations

4,071,454

(14,254

)

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:

Period ended 31 October 2024

31.10.24

1.9.23

£

£

Cash and cash equivalents

671,319

5,952

Year ended 31 August 2023

31.8.23

1.9.22

£

£

Cash and cash equivalents

5,952

40,436

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.9.23

Cash flow

changes

At 31.10.24

£

£

£

£

Net cash

Cash at bank

and in hand

5,952

665,367

671,319

5,952

665,367

671,319

Debt

Finance leases

-

11,005

(114,068

)

(103,063

)

-

11,005

(114,068

)

(103,063

)

Total

5,952

676,372

(114,068

)

568,256