REGISTERED NUMBER: 12445417 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

FOR

SHARECO 4 LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

R P Bridges

A R Mewis

H S Young

G W Owen

M Usman

L V Longson

REGISTERED OFFICE:

10 Banner Lane

Wickmans Drive

Coventry

CV4 9XA

REGISTERED NUMBER:

12445417 (England and Wales)

AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

The directors present their strategic report for the year ended 30 April 2025.

REVIEW OF BUSINESS

Shareco 4 Limited is a holding company. The company does not trade itself, but holds the investment in Arden Topco Limited. Arden Topco Limited also does not trade but holds investment in Calco (104) Limited which in turn holds investment in Arden Fine Foods (UK) Limited being the trading company. This investment is considered low risk as the company is in a growth phase and making good profits each year.

The company previously headed the group including Arden Topco Limited, Calco (104) Ltd and Arden Fine Foods (UK) Limited, but Shareco 4 Limited is itself now a subsidiary company. The company's results have been consolidated in the ultimate parent's accounts, please refer to Shareco 5 Limited for a group strategic report.

ON BEHALF OF THE BOARD:

H S Young - Director

25 November 2025

The directors present their report with the financial statements of the company for the year ended 30 April 2025.

DIVIDENDS

During the year, dividends of £2,142,400 (2024: £nil) were distributed on the ordinary shares of the company.

DIRECTORS

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

R P Bridges

A R Mewis

H S Young

Other changes in directors holding office are as follows:

S A Marsden - resigned 28 February 2025

G W Owen , M Usman and L V Longson were appointed as directors after 30 April 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies 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 transactions and disclose with reasonable accuracy at any time the financial position of the 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 company 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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

H S Young - Director

25 November 2025

Opinion

We have audited the financial statements of Shareco 4 Ltd (the 'company') for the year ended 30 April 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 30 April 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Vivian Shadbolt BSc FCA (Senior Statutory Auditor)

for and on behalf of Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

27 November 2025

TURNOVER

-

-

Administrative expenses

7,537

1,308

OPERATING LOSS

(7,537

)

(1,308

)

Income from shares in group undertakings

2,303,450

1,922,000

2,295,913

1,920,692

Interest payable and similar expenses

3

17,415

138,078

PROFIT BEFORE TAXATION

2,278,498

1,782,614

Tax on profit

4

-

-

PROFIT FOR THE FINANCIAL YEAR

2,278,498

1,782,614

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,278,498

1,782,614

FIXED ASSETS

Investments

6

7,620,775

7,620,775

CURRENT ASSETS

Cash at bank

80

691

CREDITORS

Amounts falling due within one year

7

24,560

175,129

NET CURRENT LIABILITIES

(24,480

)

(174,438

)

TOTAL ASSETS LESS CURRENT LIABILITIES

7,596,295

7,446,337

CREDITORS

Amounts falling due after more than one year

8

-

908,091

NET ASSETS

7,596,295

6,538,246

CAPITAL AND RESERVES

Called up share capital

11

106,378

100,878

Share premium

12

1,035,800

119,349

Retained earnings

12

6,454,117

6,318,019

SHAREHOLDERS' FUNDS

7,596,295

6,538,246

The financial statements were approved by the Board of Directors and authorised for issue on 25 November 2025 and were signed on its behalf by:

H S Young - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 May 2023

100,878

4,535,405

119,349

4,755,632

Changes in equity

Total comprehensive income

-

1,782,614

-

1,782,614

Balance at 30 April 2024

100,878

6,318,019

119,349

6,538,246

Changes in equity

Issue of share capital

5,500

-

916,451

921,951

Dividends

-

(2,142,400

)

-

(2,142,400

)

Total comprehensive income

-

2,278,498

-

2,278,498

Balance at 30 April 2025

106,378

6,454,117

1,035,800

7,596,295

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Shareco 4 Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Shareco 5 Limited, 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

2.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 April 2025 nor for the year ended 30 April 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

3.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Loan note interest

-

101,655

Preference share interest

17,415

36,423

17,415

138,078

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 April 2025 nor for the year ended 30 April 2024.

5.

DIVIDENDS

2025

2024

£

£

Interim

2,142,400

-

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 May 2024

and 30 April 2025

7,620,775

NET BOOK VALUE

At 30 April 2025

7,620,775

At 30 April 2024

7,620,775

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Arden Topco Limited

Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

Calco (104) Limited

Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

Arden Fine Foods (UK) Limited

Registered office: 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA

Nature of business: Trading company

%

Class of shares:

holding

Ordinary

100.00

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Accruals

24,560

175,129

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Preference shares (see note 9)

-

908,091

9.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Preference shares

-

908,091

During the year, the above preference shares have been reclassified as equity rather than a loan given the change in the rights attaching to the preference shares.

10.	SECURED DEBTS

As a result of borrowing in Shareco 5 Limited group charges have arisen affecting Shareco 4 Limited, they are as follows:

- The Company's bank holds a legal charge. This is a fixed and floating charge over all and any of the assets of the company created 13 March 2020.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

96,000

Ordinary

£1.00

96,000

90,500

1,037,818

Preference

£0.01

10,378

10,378

106,378

100,878

Each ordinary share of £1 each: a) carries the right to vote; b) the right to receive dividends, subject to the preferred dividend rights granted to the holder of the fixed rate undated preference shares of £0.01 each; c) entitles the holder to participate on a return of capital (including on a winding up, subject to the preferred capital rights granted to the holders of the fixed rate undated preference shares of £0.01 each; d) is not redeemable.

Each fixed rate undated preference share of £0.01 each: a) does not carry the right to vote; b) carries the right to receive a 3.5% preferred dividend in preference to the dividend rights attaching to the ordinary shares of £1 each; c) entitles the holder to participate on a return of capital (including on winding up) in the sum of £1 per fixed rate undated preference share of £0.01, in preference to the capital rights granted to the holders of the ordinary shares of £1 each; d) is not redeemable.

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 May 2024

6,318,019

119,349

6,437,368

Profit for the year

2,278,498

-

2,278,498

Dividends

(2,142,400

)

-

(2,142,400

)

Bonus share issue

-

8,360

8,360

Preference shares

-

908,091

908,091

At 30 April 2025

6,454,117

1,035,800

7,489,917

13.	ULTIMATE PARENT COMPANY

The immediate and ultimate parent company is Shareco 5 Ltd, registered office at 10 Banner Park, Wickmans Drive, Coventry, CV4 9XA.

14.	ULTIMATE CONTROLLING PARTY

At the year end there was no ultimate controlling party.