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| Registered number: 08776968
FRAMPTONS GROUP HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
FRAMPTONS GROUP HOLDINGS LIMITED COMPANY INFORMATION
DIRECTORS | S Hamrin
| M Jerndahl
| A D Rimell
| M Thornkvist
| C Houlden (appointed 14 June 2024)
REGISTERED NUMBER | 08776968
REGISTERED OFFICE | 76 Charlton Road
| Shepton Mallet
| Somerset
| BA4 5PD
INDEPENDENT AUDITORS | Bishop Fleming Audit Limited
| Chartered Accountants & Statutory Auditors
| 10 Temple Back
| Bristol
| BS1 6FL
FRAMPTONS GROUP HOLDINGS LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 5
Directors' Responsibilities Statement | 6
Independent Auditors' Report | 7 - 10
Consolidated Statement of Comprehensive Income | 11
Consolidated Statement of Financial Position | 12
Company Statement of Financial Position | 13
Consolidated Statement of Changes in Equity | 14
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15 - 16
Notes to the Financial Statements | 17 - 36
FRAMPTONS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 APRIL 2025
BUSINESS REVIEW
FY25 has been a year of significant transition for Framptons. Following the acquisition by Profura in late 2023, we have undertaken a comprehensive programme of business rationalisation to strengthen our position as the UK’s leading independent packer of plant-based drinks. The most visible change has been the divestment of our egg business which was sold in December 2023 with the last egg product manufactured in Shepton Mallet in June 2025. This move was essential to sharpen our focus on plant-based drinks - particularly oat drinks, where we see the greatest opportunity for growth and differentiation. The transition was managed carefully in partnership with Griffiths Family Foods and our customers to ensure continuity and uphold our reputation for reliability and quality. Alongside this, we managed two major internal programmes: ∙Project Genesis, our post-acquisition rationalisation initiative, which reduced FTE from 248 to 155. ∙Project Njord, our cost optimisation programme. These efforts have reduced our cost base and created a leaner, more agile organisation ready to scale. Throughout this change, we remained committed to treating people with compassion and respect. We engaged openly, supported those affected, and made responsible, values-driven decisions - helping preserve trust and morale as we reshaped for long-term success.
Financial performance
The financial results reflect both the challenges of transition and the early benefits of our strategic actions. The Group recorded a loss before tax of £1.6m for FY25. These losses were incurred during the first three quarters of FY25 and we exited the year with a profitable fourth quarter and annualised volume of approx. 60 million units, setting a strong foundation for FY26. While the Group reports net liabilities and a net current liability position at the end of FY25, the directors remain confident in the Group’s financial strength. This confidence is underpinned by several factors: the successful transition of external banking with an increased overdraft facility; continued financial support from Profura, including additional funding secured during the year; and a clear trajectory towards annual profitability. Furthermore, the Group has significantly reduced its cost base through transformation projects, improving cash efficiency and operational resilience. These actions, combined with a strong pipeline of commercial opportunities and a focused investment strategy, provide a solid foundation for future growth.
Commercial & operational progress
Despite intense competition, we made progress in securing new business and deepening relationships with key customers. Our commercial strategy focused on filling capacity on both the Tetra Edge and SIG lines with good wins in retail, co-pack, wholesale & food service across plant-based, dairy, spring water and RTD coffee segments. Operationally, we continued to invest in infrastructure, including the acquisition of the Oatex 2 plant and improvements to site facilities. Page 1
FRAMPTONS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
Future outlook
FY25 was a year of hard decisions and foundational work. We have reshaped the business, reduced complexity, and focused our resources on the areas with the greatest potential. The benefits of this transformation are already clear, and we enter FY26 with renewed confidence. As we look ahead, our Environmental, Social and Governance (ESG) agenda remains central to our strategy and operations. Most plant-based drinks are imported to the UK from overseas, undermining the environmental credentials of the category due to the high carbon footprint of inbound logistics. We offer our customers a British manufacturing option, close to market with a local supply chain which supports British farming. We continue to invest in energy-efficient infrastructure, sustainable sourcing, and responsible business practices that not only reduce our environmental impact but also enhance product quality and customer value. ESG is not a separate initiative—it is embedded in how we grow, innovate, and serve our stakeholders, and will remain a key driver of our commercial success. Our focus is to strengthen our position as the UK’s largest independent supplier of plant-based drinks, delivering value through operational excellence, product innovation, and deep customer partnerships. With the continued support of Profura, our dedicated team, and our loyal customers, the directors believe we are well positioned to achieve this.
PRINCIPAL RISKS AND UNCERTAINTIES
Operational, commercial and financial risks are all considered in establishing and maintaining the Group’s control environment. The principal risks and uncertainties faced by the Group, in line with the rest of the food manufacturing sector, have been identified as: health and safety; customer demand; competitor activity; pricing and availability of raw materials; liquidity and credit risks; production issues and external factors creating food safety issues; business continuity as well as recruitment and retention of key staff. The Group has a programme for continuous review of risk and also maintains an appropriate portfolio of insurance policies in line with the nature, size and complexity of the business.
FINANCIAL KEY PERFORMANCE INDICATORS
Sales growth % 2025: (29.6)% 2024: 1.9%* Gross profit % 2025: 23.8% 2024: 21.0% Operating profit % 2025: (2.3)% 2024: 4.4% (Loss)/ Profit before tax 2025: £(1.6)m 2024: £1.1m *Note that 2024 was a 10-month period, versus a 12-month period in 2025 and hence sales have been pro-rated for this calculation. The fall in sales growth was primarily due to the sale of the egg business, with the uplift in gross profit % demonstrating the improved profitability of the co-pack business. Profit moving to loss was due to low sales volumes FY25 Q1-Q3 as well as FY24 containing the one-off benefit of the sale of the egg business. Page 2
FRAMPTONS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
The board of directors of the Group consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole and having regard (amongst other matters) to factors (a) to (f) S172 Companies Act 2006, in the decisions taken during the year ended 30 April 2025. Specifically, the Board ensure in all decisions taken that: ∙Business is conducted morally and ethically, in line with the Group’s Code of Conduct ∙Shortterm gains do not have an adverse consequence on the Group’s long-term strategy, success and benefits ∙Employee welfare, training and interests are taken care of ∙Customer and supplier relationships are strong, mutually beneficial and comply with Group’s policies (such as antibribery and corruption, antislavery and human trafficking and corporate social responsibility) ∙Any community and environmental impacts as a result of the Group’s operations are considered During the financial year, the Group: ∙Continued to invest in its infrastructure throughout the last financial year in order to improve health & safety, operational performance and customer experience for the longer term ∙Informally consulted with its employees to ensure its workspaces and working practices were compliant and safe. This report was approved by the board and signed on its behalf.
A D Rimell Director
Date: 12 September 2025
Page 3
1 FRAMPTONS GROUP HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 APRIL 2025 The directors present their report and the financial statements for the year ended 30 April 2025.
PRINCIPAL ACTIVITY
The principal activity of the Group during the period was food and drink manufacturing.
RESULTS AND DIVIDENDS
The loss for the year, after taxation, amounted to £1,319,124 (2024: profit £771,966). No dividends were declared or paid during the period.
DIRECTORS
The directors who served during the year were:
S Hamrin
M Jerndahl
A D Rimell
M Thornkvist
C Houlden (appointed 14 June 2024)
FUTURE DEVELOPMENTS
The directors intend to continue the development of the group's principal activities.
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
The Group also places considerable value on the relationship it holds with suppliers, customers and other stakeholders. Our customers are essential to our business and we aim to work openly and transparently in fostering longterm customer relationships. Our business decisions and priorities are based on a good understanding of our customers and their requirements. We hold regular meetings with most of our customers at all levels within the business including the supply chain and commercial teams. Directors are involved in many of these meetings as and when required. The Group recognises the key role many of our suppliers play in supporting our ability to meet our customer requirements. Group policies in terms of specification, quality and supplier practices are applied in our selection of suppliers. To this end we proactively manage key supplier relationships and hold regular meetings where possible to ensure expectations and requirements for both parties are met. Directors are involved where necessary and where regular market reviews are strategic to the Group and its customers. The Group aims to foster open and transparent dialogue with the regulatory and industry bodies relevant to the Group’s business operations and products it produces. This also applies in its relationship with other key stakeholders such as its bankers, other funders, and external advisors.
DISABLED EMPLOYEES
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. Page 4
FRAMPTONS GROUP HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION
The Group has continued with investments aimed at improving energy efficiencies across its operations. For the year ended 30 April 2025 Framptons Limited's (the only company in the group required to report) energy consumption (in MWh) and the CO2 equivalent emissions in tonnes (tCO2e) were: Direct (gas, transport & liquid fuels) 2025: 28,099 MWh / 5,145 tCO2e; 2024: 27,526 MWh / 5,029 tCO2e. Indirect (purchased electricity) 2025: 3,966 MWh / 702 tCO2e; 2024: 4,293 MWh / 830 tCO2e. Indirect (employee owned cars) 2025: 20 MWh / 0 tCO2e; 2024: 9 MWh / 1 tCO2e. Intensity ratio* 2025: 0.11; 2024: 0.11 *(tCO2e per tonne of production)
MATTERS COVERED IN THE STRATEGIC REPORT
The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Directors' Report are considered by the directors to be of strategic importance, these are addressed in the Strategic Report.
DISCLOSURE OF INFORMATION TO AUDITORS
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditors are aware of that information.
AUDITORS
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
A D Rimell Director
Date: 12 September 2025
76 Charlton Road
Shepton Mallet
Somerset
BA4 5PD
Page 5
FRAMPTONS GROUP HOLDINGS LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 30 APRIL 2025 The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK 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 Group 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 the Group and to 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. Page 6
FRAMPTONS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FRAMPTONS GROUP HOLDINGS LIMITED
OPINION
We have audited the financial statements of Framptons Group Holdings Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 30 April 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 30 April 2025 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 United Kingdom, including the Financial Reporting Council'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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
OTHER INFORMATION
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 7
FRAMPTONS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FRAMPTONS GROUP HOLDINGS LIMITED (CONTINUED)
OPINION 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report 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 Directors' Report. We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 6, 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 is 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. Page 8
FRAMPTONS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FRAMPTONS GROUP HOLDINGS LIMITED (CONTINUED)
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 an Auditors' Report 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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following: ∙The nature of the industry and sector, control environment and business performance ∙Results of our enquires of management and directors in relation to their own identification and assessment of the risks of irregularities within the Company; and ∙Any matters we identified having obtained and reviewed the Company’s documentation of their 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 of fraud or noncompliance with laws and regulations. As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the area of highest risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override. We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS102 and UK tax legislation. In additions we considered provision of other laws and regulations that do not have a direct effect on the financial statements but compliance with may be fundamental for the Company’s ability to operate or avoid a material penalty. These included health and safety regulations, employment legislation and data protection laws. Our audit procedures performed to respond to the risks identified included, but were not limited to: ∙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; ∙Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue; ∙Challenging assumptions and judgments made by management in their significant accounting estimates; ∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; ∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and ∙Identifying and testing journal entries, evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the Page 9
FRAMPTONS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF FRAMPTONS GROUP HOLDINGS LIMITED (CONTINUED) further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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. 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 Auditors' Report.
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 an Auditors' Report 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. Matthew Haskell ACA (Senior Statutory Auditor) for and on behalf of Bishop Fleming Audit Limited Chartered Accountants Statutory Auditors 10 Temple Back Bristol BS1 6FL 12 September 2025 Page 10
FRAMPTONS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 APRIL 2025
| Year ended 30 April | 10 month period 30 April
| 2025 | 2024
Note | £ | £
Turnover | 4 | 34,691,497 | 41,071,598
Cost of sales |  | (26,440,853) | (32,435,860)
Gross profit |  | 8,250,644 | 8,635,738
Distribution costs |  | (1,039,724) | (1,521,434)
Administrative expenses |  | (7,992,059) | (5,599,563)
Operating (loss)/profit | 5 | (781,139) | 1,514,741
Share of profit of joint venture |  | - | 274,673
Total operating (loss)/profit |  | (781,139) | 1,789,414
Interest payable and similar expenses | 9 | (862,625) | (733,945)
(Loss)/profit before taxation |  | (1,643,764) | 1,055,469
Tax on (loss)/profit | 10 | 324,640 | (283,503)
(Loss)/profit for the financial year |  | (1,319,124) | 771,966
(Loss)/profit for the year attributable to: |  |  |
Non-controlling interests |  | - | 76,355
Owners of the parent company |  | (1,319,124) | 695,611
|  | (1,319,124) | 771,966
Total comprehensive income for the year attributable to: |  |  |
Non-controlling interest |  | - | 76,355
Owners of the parent company |  | (1,319,124) | 695,611
|  | (1,319,124) | 771,966
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 17 to 36 form part of these financial statements.
Page 11
FRAMPTONS GROUP HOLDINGS LIMITED REGISTERED NUMBER:08776968 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 612,454 |  | 520,325
Tangible assets | 13 |  | 14,426,535 |  | 13,245,022
Investments | 14 |  | - |  | 40,000
|  |  | 15,038,989 |  | 13,805,347
Current assets |  |  |  |  |
Stocks | 15 | 2,741,944 |  | 2,503,033 |
Debtors: amounts falling due within one year | 16 | 5,450,008 |  | 7,330,386 |
Cash at bank and in hand | 17 | 5,277 |  | 723,152 |
|  | 8,197,229 |  | 10,556,571 |
Creditors: amounts falling due within one year | 18 | (22,255,277) |  | (20,585,829) |
Net current liabilities |  |  | (14,058,048) |  | (10,029,258)
Total assets less current liabilities |  |  | 980,941 |  | 3,776,089
Creditors: amounts falling due after more than one year | 19 |  | (1,867,250) |  | (2,989,682)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 |  | (26,291) |  | (379,883)
Net (liabilities)/assets |  |  | (912,600) |  | 406,524
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 700,154 |  | 700,154
Share premium account | 23 |  | 191,031 |  | 191,031
Profit and loss account | 23 |  | (1,803,785) |  | (484,661)
|  |  | (912,600) |  | 406,524
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A D Rimell
Director
Date: 12 September 2025
The notes on pages 17 to 36 form part of these financial statements. Page 12
FRAMPTONS GROUP HOLDINGS LIMITED REGISTERED NUMBER:08776968 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
FIXED ASSETS |  |  |  |  |
Investments | 14 |  | 100,534 |  | 100,534
|  |  | 100,534 |  | 100,534
CURRENT ASSETS |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 12,570,656 |  | 9,830,941 |
Cash at bank and in hand | 17 | 1,189 |  | 1,618 |
|  | 12,571,845 |  | 9,832,559 |
Creditors: amounts falling due within one year | 18 | (13,207,965) |  | (10,706,684) |
NET CURRENT LIABILITIES |  |  | (636,120) |  | (874,125)
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | (535,586) |  | (773,591)
NET LIABILITIES |  |  | (535,586) |  | (773,591)
CAPITAL AND RESERVES |  |  |  |  |
Called up share capital | 22 |  | 700,154 |  | 700,154
Share premium account | 23 |  | 191,031 |  | 191,031
Profit and loss account | 23 |  | (1,426,771) |  | (1,664,776)
|  |  | (535,586) |  | (773,591)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A D Rimell
Director
Date: 12 September 2025
The notes on pages 17 to 36 form part of these financial statements. Page 13
FRAMPTONS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025
| Called up share capital | Share premium account | Profit and loss account | Equity attributable to owners of parent company | Non-controlling interests | Total equity
| £ | £ | £ | £ | £ | £
At 1 July 2023 | 700,150 | 191,031 | (2,934,692) | (2,043,511) | 678,069 | (1,365,442)
Profit for the period | - | - | 695,611 | 695,611 | 76,355 | 771,966
Acquisition of non-controlling interest | 34 | - | 754,390 | 754,424 | (754,424) | -
Purchase of own shares | (30) | - | 30 | - | - | -
Capital contribution | - | - | 1,000,000 | 1,000,000 | - | 1,000,000
At 1 May 2024 | 700,154 | 191,031 | (484,661) | 406,524 | - | 406,524
Loss for the year | - | - | (1,319,124) | (1,319,124) | - | (1,319,124)
At 30 April 2025 | 700,154 | 191,031 | (1,803,785) | (912,600) | - | (912,600)
| The notes on pages 17 to 36 form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 July 2023 | 700,150 | 191,031 | (2,302,562) | (1,411,381)
Loss for the period | - | - | (362,244) | (362,244)
Issue of shares | 34 | - | - | 34
Purchase of own shares | (30) | - | 30 | -
Capital Contribution | - | - | 1,000,000 | 1,000,000
At 1 May 2024 | 700,154 | 191,031 | (1,664,776) | (773,591)
Profit for the year | - | - | 238,005 | 238,005
At 30 April 2025 | 700,154 | 191,031 | (1,426,771) | (535,586)
| The notes on pages 17 to 36 form part of these financial statements.
Page 14
FRAMPTONS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 APRIL 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
(Loss)/profit for the financial year | (1,319,124) | 771,966
Adjustments for: |  |
Amortisation of intangible assets | 56,783 | 36,680
Depreciation of tangible assets | 1,333,603 | 1,255,246
Loss(profit) on disposal of tangible assets | 148,338 | (1,835,931)
Interest charge | 862,625 | 733,945
Taxation charge | (324,640) | 283,503
(Increase)/decrease in stocks | (238,911) | 310,477
Decrease in debtors | 1,881,665 | 2,785,242
Increase in creditors | 990,921 | 3,243,932
Share of operating profit in joint ventures | - | (274,673)
Corporation tax (paid)/received | (30,239) | 96,380
Net cash generated from operating activities | 3,361,021 | 7,406,767
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (108,912) | -
Purchase of tangible fixed assets | (2,718,159) | (360,291)
Sale of tangible fixed assets | 54,705 | 109,479
Acquisition of subsidiary | - | (1,003,474)
HP interest paid | (174,417) | (163,600)
Disposal of discontinued operation | - | 2,250,000
Net cash from investing activities | (2,946,783) | 832,114
Page 15
FRAMPTONS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 APRIL 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Repayment of other loans | - | (1,453,264)
Repayment of finance leases | (1,251,741) | (2,522,743)
Movements on invoice discounting | (1,782,118) | (3,796,079)
Interest paid | (688,208) | (570,345)
Capital contribution | - | 1,000,000
Net cash used in financing activities | (3,722,067) | (7,342,431)
Net (decrease)/increase in cash and cash equivalents | (3,307,829) | 896,450
Cash and cash equivalents at beginning of year | 723,152 | (173,298)
Cash and cash equivalents at the end of year | (2,584,677) | 723,152
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 5,277 | 723,152
Bank overdrafts | (2,589,954) | -
| (2,584,677) | 723,152
Page 16
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
1. | GENERAL INFORMATION
Framptons Group Holdings Limited is a limited liability company which is incorporated in England and Wales. The address of the registered office is 76 Charlton Road, Shepton Mallet, Somerset, BA4 5PD. 2.ACCOUNTING POLICIES
| 2.1 | BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | BASIS OF CONSOLIDATION
The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | GOING CONCERN
The Directors assess whether the use of going concern is appropriate, i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company, and the Group it heads, to continue as a going concern. The Directors make this assessment in respect of a period of 12 months from the date of approval of the financial statements. During the year ended 30 April 2025 the Group headed by Framptons Group Holdings Limited made a loss of £1,319,124 and as at 30 April 2025 had net current liabilities of £14,058,048 and net liabilities of £912,600 Framptons is reliant on support from an intermediate holding company of its new owner, Provator AB, to enable it to continue as a going concern. Framptons has received a letter of support from its owner and the Directors have concluded that this support, and the resources available to Provator AB, provide sufficient support to enable the company to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements. The directors believe that, taken as a whole, the factors described above enable the Group and the Company to continue as a going concern for the foreseeable future. Page 17
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.4 | TURNOVER
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: Sale of goods Turnover from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of turnover can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.5 | INTANGIBLE ASSETS
GOODWILL Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life. OTHER INTANGIBLES Other intangibles are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life, If a reliable estimate of the useful life cannot be made, the useful life shall not exceed 10 years. The estimated useful lives range as follows: Goodwill - 10 years Other intangibles - 10 years Page 18
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.6 | TANGIBLE FIXED ASSETS
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives range as follows:
|  |  |  | Freehold property | - | 50 | years
|  |  |  | Long-term leasehold property | - | 50 | years
|  |  |  | Plant and machinery | - | 10 | - 15 years
|  |  |  | Motor vehicles | - | 5 | years
|  |  |  | Office equipment | - | 3 | years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.7 | VALUATION OF INVESTMENTS
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.8 | STOCKS
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
| 2.9 | DEBTORS
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 19
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.10 | CASH AND CASH EQUIVALENTS
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.11 | CREDITORS
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.12 | FOREIGN CURRENCY TRANSLATION
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.13 | FINANCE COSTS
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.14 | OPERATING LEASES: THE GROUP AS LESSEE
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 20
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.15 | LEASED ASSETS: THE GROUP AS LESSEE
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.16 | PENSIONS
DEFINED CONTRIBUTION PENSION PLAN The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.17 | INTEREST INCOME
Interest income is recognised in profit or loss using the effective interest method.
| 2.18 | BORROWING COSTS
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.19 | PROVISIONS FOR LIABILITIES
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 21
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.20 | CURRENT AND DEFERRED TAXATION
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 22
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.21 | FINANCIAL INSTRUMENTS
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Page 23
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.21 | FINANCIAL INSTRUMENTS (CONTINUED)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Preparation of the financial statements requires management to make significant judgments and estimates. Stock Provision Management have considered slow moving reports, expiry reports and expected future custom in relation to the year end stock listing. As a result, management have deemed it reasonable to recognise a provision against the stock value held at the year end. Overhead Absorption Management have reviewed the processes involved in manufacturing the finished goods stock and have made their best estimate in attributing overhead costs such as electricity, gas and staff time. Dilapidations Management have considered the cost of returning the leasehold property back to its original condition on expiry of the leases. The value recognised in the accounts is managements best estimate based upon available information. Goodwill Management have considered the future economic benefit of the assets the goodwill balance is arising on and have determined it to be reasonable to recognise a goodwill balance. Management's best estimate is that this should be amortised over a useful economic life of 10 years
4. | TURNOVER
The whole of the turnover is attributable to the principal activities of the group.
| All turnover arose within the United Kingdom.
Page 24
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
5. | OPERATING (LOSS)/PROFIT
| The operating (loss)/profit is stated after charging:
|  |  |  |  | Year ended 30 April | 10 month period 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets on owned assets | 777,057 | 826,310
| Depreciation of tangible fixed assets on financed assets | 556,546 | 428,936
| Amortisation of intangible assets, including goodwill | 56,783 | 36,680
| Exchange differences | 14,273 | (4,001)
| Other operating lease rentals | 42,954 | 18,591
6. | AUDITORS' REMUNERATION
| During the year, the Group obtained the following services from the company's auditors and their associates:
|  |  |  |  | Year ended 30 April | 10 month period 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditors in respect of the audit of the consolidated financial statements, the parent company, and subsidiary undertakings. | 33,450 | 42,900
| Fees payable to the company's auditors in respect of: |  |
| Taxation compliance services | 5,000 | 6,250
Page 25
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
7. | EMPLOYEES
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 6,443,483 | 6,864,011 | - | 174,250
| Social security costs | 654,182 | 641,796 | 1,097 | 15,926
| Cost of defined contribution scheme | 163,499 | 170,085 | - | 14,619
|  | 7,261,164 | 7,675,892 | 1,097 | 204,795
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Year ended 30 April | 10 month period 30 April
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Manufacturing | 151 | 209
|  | Administrative | 18 | 21
|  | Sales | 2 | 3
|  | Directors | 5 | 5
|  |  | 176 | 238
8. | DIRECTORS' REMUNERATION
|  |  |  |  | Year ended 30 April | 10 month period 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 261,865 | 423,911
| Group contributions to defined contribution pension schemes | 17,157 | 27,518
|  | 279,022 | 451,429
| During the year retirement benefits were accruing to 2 directors (2024: 5) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £154,882 (2024: £135,850).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,094 (2024: £7,200).
Page 26
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
9. | INTEREST PAYABLE AND SIMILAR EXPENSES
|  |  |  |  | Year ended 30 April | 10 month period 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 126,641 | 243,852
| Other loan interest payable | 16,798 | 83,467
| Group loan interest | 544,769 | 243,026
| Finance leases and hire purchase contracts | 174,417 | 163,600
|  | 862,625 | 733,945
10. | TAXATION
|  |  |  |  | Year ended 30 April | 10 month period 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| CORPORATION TAX |  |
| Current tax on profits for the year | 28,952 | -
| Adjustments in respect of previous periods | - | (96,380)
|  | 28,952 | (96,380)
| TOTAL CURRENT TAX | 28,952 | (96,380)
| DEFERRED TAX |  |
| Origination and reversal of timing differences | (353,592) | 379,883
| TOTAL DEFERRED TAX | (353,592) | 379,883
| TAX ON (LOSS)/PROFIT | (324,640) | 283,503
Page 27
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 10.TAXATION (CONTINUED)
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR/PERIOD
| The tax assessed for the year/period is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | Year ended 30 April | 10 month period 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (1,646,247) | 1,055,469
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | (411,562) | 263,867
| EFFECTS OF: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 166,187 | 12,961
| Capital allowances for year/period in excess of depreciation | - | (309,433)
| Income not taxable for tax purposes | (175,315) | -
| Adjustments to tax charge in respect of prior periods | (1,526) | (96,380)
| Capital gains | - | 501,250
| Other differences leading to an increase (decrease) in the tax charge | 97,576 | (88,762)
| TOTAL TAX CHARGE FOR THE YEAR/PERIOD | (324,640) | 283,503
11. | PARENT COMPANY PROFIT FOR THE YEAR
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent company for the year/period was £238,005 (2024: loss £362,244). Page 28
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
12. | INTANGIBLE ASSETS
| Group and Company
|  | Goodwill | Other intangibles | Total
|  | £ | £ | £
| COST |  |  |
| At 1 May 2024 | 613,237 | - | 613,237
| Additions | - | 108,912 | 108,912
| Transfer from investments | - | 40,000 | 40,000
| At 30 April 2025 | 613,237 | 148,912 | 762,149
| AMORTISATION |  |  |
| At 1 May 2024 | 92,912 | - | 92,912
| Charge for the year on owned assets | 54,300 | 2,483 | 56,783
| At 30 April 2025 | 147,212 | 2,483 | 149,695
| NET BOOK VALUE |  |  |
| At 30 April 2025 | 466,025 | 146,429 | 612,454
| At 30 April 2024 | 520,325 | - | 520,325
Page 29
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
13. | TANGIBLE FIXED ASSETS
| Group
|  | Freehold property | Long-term leasehold property | Plant and machinery | Motor vehicles | Office equipment | Total
|  | £ | £ | £ | £ | £ | £
| COST OR VALUATION |  |  |  |  |  |
| At 1 May 2024 | 621,258 | 153,527 | 13,961,913 | 20,548 | 1,527,205 | 16,284,451
| Additions | - | - | 2,284,354 | - | 433,805 | 2,718,159
| Disposals | - | - | (951,843) | - | (441,358) | (1,393,201)
| At 30 April 2025 | 621,258 | 153,527 | 15,294,424 | 20,548 | 1,519,652 | 17,609,409
| DEPRECIATION |  |  |  |  |  |
| At 1 May 2024 | 137,913 | 50,421 | 1,555,820 | 9,437 | 1,285,838 | 3,039,429
| Charge for the year on owned assets | 16,960 | 3,071 | 572,174 | 5,333 | 179,519 | 777,057
| Charge for the year on financed assets | - | - | 556,546 | - | - | 556,546
| Disposals | - | - | (755,545) | - | (434,613) | (1,190,158)
| At 30 April 2025 | 154,873 | 53,492 | 1,928,995 | 14,770 | 1,030,744 | 3,182,874
| NET BOOK VALUE |  |  |  |  |  |
| At 30 April 2025 | 466,385 | 100,035 | 13,365,429 | 5,778 | 488,908 | 14,426,535
| At 30 April 2024 | 483,345 | 103,106 | 12,406,093 | 11,111 | 241,367 | 13,245,022
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Plant and machinery | 5,765,362 | 6,327,715
|  | 5,765,362 | 6,327,715
Page 30
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
14. | FIXED ASSET INVESTMENTS
| Group
|  | Unlisted investments
|  | £
| At 1 May 2024 | 40,000
| Transfer to intangibles | (40,000)
| At 30 April 2025 | -
| Company
|  | Investments in subsidiary companies
|  | £
| COST OR VALUATION |
| At 1 May 2024 | 100,534
| At 30 April 2025 | 100,534
| SUBSIDIARY UNDERTAKINGS
| The following were subsidiary undertakings of the company:
| Name | Registered office | Class of shares | Holding
| Frampton Holdings Limited | 76 Charlton Road, Shepton Mallet, Somerset, BA4 5PD | Ordinary | 100%
| Framptons Limited | 76 Charlton Road, Shepton Mallet, Somerset, BA4 5PD | Ordinary | 100%
| Framptons Egg Products Limited | 76 Charlton Road, Shepton Mallet, Somerset, BA4 5PD | Ordinary | 100%
| Plant Food Bases Limited | 76 Charlton Road, Shepton Mallet, Somerset, BA4 5PD | Ordinary | 100%
Page 31
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
15. | STOCKS
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Raw materials and consumables | 2,013,772 | 1,681,073
| Finished goods and goods for resale | 728,172 | 821,960
|  | 2,741,944 | 2,503,033
16. | DEBTORS
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 4,743,621 | 5,737,889 | - | -
| Amounts owed by group undertakings | - | - | 12,563,414 | 9,823,709
| Other debtors | 113,743 | 975,891 | 7,242 | 7,232
| Prepayments and accrued income | 581,982 | 607,231 | - | -
| Tax recoverable | 10,662 | 9,375 | - | -
|  | 5,450,008 | 7,330,386 | 12,570,656 | 9,830,941
| Amounts owed by group undertakings are unsecured, interest free and due on demand.
17. | CASH AND CASH EQUIVALENTS
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 5,277 | 723,152 | 1,189 | 1,618
| Less: bank overdrafts | (2,589,954) | - | - | -
|  | (2,584,677) | 723,152 | 1,189 | 1,618
Page 32
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank overdrafts | 2,589,954 | - | - | -
| Trade creditors | 4,064,469 | 4,742,205 | 10,294 | -
| Amounts owed to group undertakings | 13,094,526 | 10,600,584 | 13,194,526 | 10,700,584
| Other taxation and social security | 159,407 | 167,313 | - | -
| Obligations under finance lease and hire purchase contracts | 1,105,714 | 1,235,023 | - | -
| Invoice discounting | - | 1,782,118 | - | -
| Other creditors | 80,651 | 117,712 | - | -
| Accruals and deferred income | 1,160,556 | 1,940,874 | 3,145 | 6,100
|  | 22,255,277 | 20,585,829 | 13,207,965 | 10,706,684
| Amounts owed to group undertakings are unsecured, due on demand and accrue interest at an arm's length rate. However, the parent company has confirmed it has no current intention to demand repayment within the next twelve months. The bank overdraft is secured by a floating charge over all of the property and undertaking of the company. The charge also contains a negative pledge provision. Hire purchase creditors are secured against assets as detailed in note 13. Invoice discounting was classified as 'Factored debt' in the 2024 financial statements. We have updated the narrative in FY25 to reflect the actual nature of the invoice financing.
19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Net obligations under finance leases and hire purchase contracts | 1,867,250 | 2,989,682
|  | 1,867,250 | 2,989,682
Page 33
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
20. | HIRE PURCHASE AND FINANCE LEASES
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 1,105,714 | 1,235,023
| Between 1-5 years | 1,867,250 | 2,989,682
|  | 2,972,964 | 4,224,705
21. | DEFERRED TAXATION
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (379,883) | -
| Charged to profit or loss | 353,592 | (379,883)
| AT END OF YEAR | (26,291) | (379,883)
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (2,624,857) | (2,261,914)
| Tax losses carried forward | 2,458,389 | 1,655,468
| Short term timing differences | 140,177 | 226,563
|  | (26,291) | (379,883)
22. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 154 (2024: 154) 'A' Ordinary shares of £1.00 each | 154 | 154
|  | 700,000 (2024: 700,000) 'C' Preference shares of £1.00 each | 700,000 | 700,000
|  |  | 700,154 | 700,154
Page 34
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025 22.SHARE CAPITAL (CONTINUED)
| A Ordinary shares have full rights in the company with respect to voting, dividends and distributions. As at 23 May 2018 the C Ordinary shares were converted C Preference shares. These shares are entitled to a fixed cumulative dividend of £0.005 per share per year, carry no voting rights and shares may only be transferred with the agreement of all ordinary shareholders. The directors have considered the requirements under FRS102 concerning the classification of such instruments as debt or equity and do not believe any debt element to be material. The C preference shares therefore continue to be classed as equity.
23. | RESERVES
Share premium account The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. Profit and loss account The profit and loss account includes all current and prior period retained profit and losses. All are considered distributable. Non-controlling interest The non-controlling interest related to amounts that are attributable to minority shareholders that do not have a controlling stake in the business.
24. | PENSION COMMITMENTS
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £163,499 (2024: £170,085). Contributions totalling £33,368 (2024: £33,435) were payable to the fund at the reporting date.
25. | COMMITMENTS UNDER OPERATING LEASES
| At 30 April 2025 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 85,366 | 62,535
| Later than 1 year and not later than 5 years | 52,809 | -
| Later than 5 years | 89,856 | -
|  | 228,031 | 62,535
Page 35
FRAMPTONS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025
26. | RELATED PARTY TRANSACTIONS
| The company has taken advantage of the exemption under Financial Reporting Standard 102 Section 33 from the requirement to disclose transactions with group companies. At the year end, the company had amounts owed to group undertakings totalling £13,094,525 (2024: £10,599,327). Key Management Personnel There were no key management personnel other than the directors.
27. | CONTROLLING PARTY
The immediate parent undertaking is PB Investment Team AB, a company incorporated in Sweden. The ultimate parent undertaking, and parent that prepares consolidated accounts for the largest group that includes the company is Profuragruppen AB, a company incorporated in Sweden. The ultimate controlling party is Bernt Ivarsson.
28. | ANALYSIS OF NET DEBT
|  | At 1 May 2024 | Cash flows | At 30 April 2025
|  | £ | £ | £
| Cash at bank and in hand | 723,152 | (717,875) | 5,277
| Bank overdrafts | - | (2,589,954) | (2,589,954)
| Finance leases | (4,224,705) | 1,251,741 | (2,972,964)
| Amounts owed to parent company | (10,600,583) | (2,493,943) | (13,094,526)
|  | (14,102,136) | (4,550,031) | (18,652,167)
Page 36