REGISTERED NUMBER: 15914814 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 23 AUGUST 2024 TO 30 APRIL 2025

FOR

SHARECO 5 LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other 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:

H S Young

M Usman

G W Owen

A R Mewis

L V Longson

R P Bridges

REGISTERED OFFICE:

10 Banner Park

Wickmans Drive

Coventry

West Midlands

CV4 9XA

REGISTERED NUMBER:

15914814 (England and Wales)

AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

The directors present their strategic report of the company and the group for the period 23 August 2024 to 30 April 2025.

REVIEW OF BUSINESS

The company was formed as a result of a management buy out to acquire Shareco 4 Ltd and it's subsidiary companies, including the trading company, Arden Fine Foods (UK) Limited, which occurred on the 25th October 2024.

Shareco 5 Ltd Limited is a non-trading holding company and there is no intention for it to start trading in the foreseeable future. Arden Fine Foods (UK) Limited the only trading subsidiary and it imports, distributes and manufactures snack foods, bakery products and similar consumable foodstuffs within the FMCG market. Arden Fine Foods (UK) Limited supplies to all the major UK grocery retailers, along with selected regional wholesalers.

RESULTS AND PERFORMANCE

The results for the group for the period, as set out on pages 9 - 11, shows a profit after tax of £807k.

The company's revenue stream is from dividends from its subsidiaries. These dividends allow the company to reduce its financing debt, which was incurred as a result of the management buy out.

The activities of the group has produced encouraging results considering the challenging economic conditions it faces. Turnover for the period is £22.6 million, with profit before tax at £1.3 million.

Foreign exchange continues to be a concern on profitability with the continued pressure on GBP:EUR, BREXIT and trade deal negotiations being a key driver in the weakness of GBP.

The group continues to focus on adding value to their role in the supply chain, in assuring that product safety, legality and quality are maintained to leading industry benchmarks. This was again demonstrated being certified AA against the latest issue of the British Retailer Consortium Agents and Brokers Standard of our systems and procedures.

KEY PERFORMANCE INDICATORS

The board monitors the progress of the group by the following Key Performance Indicators:

2025

Turnover

£22.6m

Gross Profit Margin

22.5%

Profit Margin before Tax

6%

Turnover, the revenue generated by the group in the period. The group aims to continually increase it's revenue from it's existing customer base and looking at new market sectors to approach.

PRINCIPLE RISKS AND UNCERTAINTIES

The principle risks and uncertainties are as follows;

1. No long term contract in supplying the major UK grocery retailers, common with all businesses supplying the UK grocery trade.

2. Adverse movement in exchange rates, the group enters into forward exchange contracts to reduce this risk.

3. Outcome of BREXIT negotiations and overall UK economic outlook.

4. Continued growth of the German Discount chains and pressure on the established Grocery retail market.

ON BEHALF OF THE BOARD:

H S Young - Director

25 November 2025

The directors present their report with the financial statements of the company and the group for the period 23 August 2024 to 30 April 2025.

INCORPORATION

The company was incorporated on 23 August 2024 and became the holding company for the Arden group on 25 October 2024.

DIVIDENDS

No dividends will be distributed for the period ended 30 April 2025.

DIRECTORS

The directors who have held office during the period from 23 August 2024 to the date of this report are as follows:

H S Young - appointed 23 August 2024

S A Marsden - appointed 22 October 2024 - resigned 28 February 2025

M Usman - appointed 22 October 2024

G W Owen - appointed 22 October 2024

A R Mewis - appointed 22 October 2024

L V Longson - appointed 22 October 2024

R P Bridges - appointed 22 October 2024

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

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.

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 5 Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2025 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 30 April 2025 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 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.

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

3

22,550,881

Cost of sales

17,482,049

GROSS PROFIT

5,068,832

Distribution costs

849,487

Administrative expenses

2,655,705

3,505,192

1,563,640

Other operating income

6,374

OPERATING PROFIT

5

1,570,014

Interest receivable and similar income

38,553

1,608,567

Interest payable and similar expenses

6

259,102

PROFIT BEFORE TAXATION

1,349,465

Tax on profit

7

542,083

PROFIT FOR THE FINANCIAL PERIOD

807,382

Profit attributable to:

Owners of the parent

807,382

PROFIT FOR THE PERIOD

807,382

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

807,382

Total comprehensive income attributable to:

Owners of the parent

807,382

FIXED ASSETS

Intangible assets

9

10,886,305

Tangible assets

10

20,876

Investments

11

-

10,907,181

CURRENT ASSETS

Stocks

12

1,792,394

Debtors

13

4,195,815

Cash at bank and in hand

3,049,463

9,037,672

CREDITORS

Amounts falling due within one year

14

5,626,400

NET CURRENT ASSETS

3,411,272

TOTAL ASSETS LESS CURRENT LIABILITIES

14,318,453

CREDITORS

Amounts falling due after more than one year

15

5,469,972

NET ASSETS

8,848,481

CAPITAL AND RESERVES

Called up share capital

19

171,293

Share premium

20

7,869,806

Retained earnings

20

807,382

SHAREHOLDERS' FUNDS

8,848,481

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

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

-

Investments

11

16,222,907

16,222,907

CURRENT ASSETS

Cash at bank

145

CREDITORS

Amounts falling due within one year

14

827,809

NET CURRENT LIABILITIES

(827,664

)

TOTAL ASSETS LESS CURRENT LIABILITIES

15,395,243

CREDITORS

Amounts falling due after more than one year

15

5,469,972

NET ASSETS

9,925,271

CAPITAL AND RESERVES

Called up share capital

19

171,293

Share premium

20

7,869,806

Retained earnings

20

1,884,172

SHAREHOLDERS' FUNDS

9,925,271

Company's profit for the financial year

1,884,172

The financial statements were approved by the Board of Directors and authorised for issue on 6 November 2025 and were signed on its behalf by:

H S Young - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

171,293

-

7,869,806

8,041,099

Total comprehensive income

-

807,382

-

807,382

Balance at 30 April 2025

171,293

807,382

7,869,806

8,848,481

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

171,293

-

7,869,806

8,041,099

Total comprehensive income

-

1,884,172

-

1,884,172

Balance at 30 April 2025

171,293

1,884,172

7,869,806

9,925,271

Cash flows from operating activities

Cash generated from operations

1

3,809,045

Interest paid

(102,756

)

Tax paid

(474,246

)

Net cash from operating activities

3,232,043

Cash flows from investing activities

Purchase of tangible fixed assets

(4,457

)

Purchase of fixed asset investments

(4,442,282

)

Cash and cash equivalents on acquisition

1,900,606

Interest received

38,553

Net cash from investing activities

(2,507,580

)

Cash flows from financing activities

New loans in year

3,000,000

Loan repayments in year

(675,000

)

Net cash from financing activities

2,325,000

Increase in cash and cash equivalents

3,049,463

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

3,049,463

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

£

Profit before taxation

1,349,465

Depreciation charges

598,172

Unpaid interest

(156,346

)

Loan on acquisition

(3,739,526

)

Finance costs

259,102

Finance income

(38,553

)

(1,727,686

)

Decrease in stocks

3,277,387

Decrease in trade and other debtors

3,689,763

Decrease in trade and other creditors

(1,430,419

)

Cash generated from operations

3,809,045

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 30 April 2025

30.4.25

23.8.24

£

£

Cash and cash equivalents

3,049,463

-

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 23.8.24

Cash flow

Acquisition

changes

At 30.4.25

£

£

£

£

£

Net cash

Cash at bank

and in hand

-

1,148,857

1,900,606

3,049,463

-

1,148,857

1,900,606

3,049,463

Debt

Debts falling due

within 1 year

-

(750,000

)

-

-

(750,000

)

Debts falling due

after 1 year

-

(1,575,000

)

(3,739,526

)

(155,446

)

(5,469,972

)

-

(2,325,000

)

(3,739,526

)

(155,446

)

(6,219,972

)

Total

-

(1,176,143

)

(1,838,920

)

(155,446

)

(3,170,509

)

4.	ACQUISITION OF BUSINESS

Shareco 5 Ltd acquired Shareco 4 Ltd and all of its subsidiaries on 24 October 2024. The net assets at acquisition were as follows:

£

Net assets acquired:

Tangible fixed assets

23,423

Stocks

5,069,781

Trade and other debtors

7,885,578

Cash at bank

1,900,606

Trade and other creditors

(10,133,954

)

4,745,434

Goodwill

11,477,473

16,222,907

Satisfied by:

Shares allotted

8,026,098

Cash paid

4,272,193

Deferred consideration

3,739,526

Legal fees

185,090

16,222,907

1.	STATUTORY INFORMATION

Shareco 5 Ltd 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.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	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 as modified by the revaluation of certain assets.

Going concern

The company and group continues to be profitable and well resourced. The directors have a reasonable expectation that the company and group will continue in operational existence for at least 12 months from the date of approval of the financial statements. Therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The Group consolidated financial statements include the financial statements of the Company and all of its subsidiary undertakings made up to 30 April 2025.

Significant judgements and estimates

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ from estimates calculated using these judgements and assumptions. Key sources of estimated uncertainty and critical accounting judgements are as follows:

Valuation of Stock

Stock comprises goods purchased for resale. Provisions are made against slow moving, obsolete and damaged stock for which the net realisable value is estimated to be less than cost. Determining the net realisable value of the wide range of products held in many locations requires estimation to be applied to determine the likely saleability of products and the potential prices that can be achieved. In arriving at any provisions for net realisable value, the Directors take into account the age, condition, quality of the products in stock and recent sales trends. The actual realisable value of stock may differ from the estimated value on which the provision is based. The company held provisions in respect of stock balances at 30 April 2025 amounting to £11k.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Warehouse

-

20% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

33.33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Derivative financial instruments

Derivative financial instruments are initially measured at fair value on the date in which the contract is entered and are subsequently valued at fair value with any movement being included in the income statement.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£

United Kingdom

22,550,881

22,550,881

4.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

1,057,542

Social security costs

292,198

Other pension costs

205,723

1,555,463

The average number of employees during the period was as follows:

Selling and distribution

7

Administration

26

Directors

4

37

The average number of employees by undertakings that were proportionately consolidated during the period was NIL.

£

Directors' remuneration

499,217

Directors' pension contributions to money purchase schemes

123,628

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

4

Information regarding the highest paid director is as follows:

£

Emoluments etc

149,137

Pension contributions to money purchase schemes

3,190