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REGISTERED NUMBER: 15521382 (England and Wales)

| VANELLUS LIMITED |

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 MAY 2025 |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 5 |

Consolidated Statement of Income and Retained Earnings | 8 |

Consolidated Statement of Financial Position | 9 |

Company Statement of Financial Position | 10 |

Consolidated Statement of Cash Flows | 11 |

Notes to the Consolidated Statement of Cash Flows | 12 |

Notes to the Consolidated Financial Statements | 13 |

VANELLUS LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 MAY 2025

| DIRECTORS: | J F S Brown

| N D S Brown

| J M Warburton

| REGISTERED OFFICE: | Everton Carr Farm

| Claybank Lane

| Everton

| Doncaster

| South Yorkshire

| DN10 5BZ

| REGISTERED NUMBER: | 15521382 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Michael Argyle BSc ACA

| AUDITORS: | Duncan & Toplis Audit Limited, Statutory Auditor

| 3 Castlegate

| Grantham

| Lincolnshire

| NG31 6SF

| BANKERS: | HSBC Bank Plc

| 26 Market Place

| Sleaford

| Lincolnshire

| NG34 7SB

| SOLICITORS: | Mossop & Bowser

| 10 Spalding Road

| Holbeach

| Lincolnshire

| PE12 7LP

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2025

The directors present their strategic report of the company and the group for the year ended 31 May 2025.

The group's aim is continuing on its focus of delivering sustainable high quality natural resource management. Delivering a range of products and services across multiple sectors including food, water, renewable energy and carbon capture and storage.

The business has a key objective to reinvest funds in research and development to remain a world leader in its field. The group has successfully filed a number of patents and trademarks to protect the IP generated as it develops innovative new products and services.

REVIEW OF BUSINESS

The core products of the group by value continues to be the growing and packing of organic vegetables.

Group turnover for the year was £5,541,671 (2024 - £5,014,117). Overall the performance for the group was in line with expectations. The farming subsidiaries continued to experience strong growth in turnover and remained profitable, with the organic farming operations in Pollybell playing a key part of the group's success. The profitability within Lapwing Fine Foods continues to be affected by industry wide difficulties, however performance in the current period has seen some improvements on the prior period.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risk to field scale production remains weather, this is managed through continued investment in farm infrastructure- soil, water, drainage and post harvest storage.

The group's operations and assets are well diversified and as such the levels of operational and other risks are considered by the directors to be acceptable. The group does not have any material exposure to any high risk markets or geographical areas.

The group's financial instruments comprise bank balances, trade creditors, trade debtors and finance lease agreements. The main purpose of these instruments is to raise funds for the group operations. Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments minimises the risk to a level that the directors consider acceptable.

The group's exposure to interest and exchange rate fluctuations is managed by the close monitoring of funds held on accounts and debtor balances.

Cyber security remains a risk and as such the systems and infrastructure are constantly under review and employees are made aware of the latest protocols and the risks involved.

The directors consider the levels of risk are acceptable

KPI 1

A core objective is the continued development of new goods and services through research and development.

R&D expenditure for the year (direct & indirect) £2,418,954 representing 42% of turnover generated.

KPI 2

The group continues to review historic assets and has during the year disposed of those associated with extractive industries. The liquidity generated has been redeployed in the acquisition of additional organic farmland and the development of new products. Cash at bank is critical to the strategy of transformation of the group.

Cash at bank at the year end was £9.7m which is intended for future business development.

STAFF

The success of the group is delivered by its employees. To enhance continued engagement the group has decided to change strategy and reduce agency staff and move to directly employed staff. The result has been an increase in employees to 57.

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2025

FUTURE DEVELOPMENT

The group will continue in developing new products and services derived from ongoing research & development.

ON BEHALF OF THE BOARD:

J F S Brown - Director

5 February 2026

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MAY 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of conventional and organic crop farming, production and sale of speciality foods, generating renewable energy and renewable R&D.

DIVIDENDS

An interim dividend of £2.50 per share was paid on 1 October 2025. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 May 2025 will be £206,080 (2024 - £nil).

DIRECTORS

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

J F S Brown

N D S Brown

Other changes in directors holding office are as follows:

J M Warburton was appointed as a director after 31 May 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J F S Brown - Director

5 February 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

VANELLUS LIMITED

Opinion

We have audited the financial statements of Vanellus Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 May 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

VANELLUS LIMITED

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.

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:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with directors and other management obtained as part of the work required by auditing standards. We have also discussed with the directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.The potential impact of different laws and regulations varies considerably.

Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates, such as depreciation, and judgemental areas of the financial statements, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of unusual material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods used by management to make those estimates, re-performing the calculation, and reviewing the outcome of prior year estimates.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations, Organic farming compliance, Food Hygiene regulations and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection. This inspection included a review of the external audits conducted within the year for any evidence of non-compliance in addition to an assessment of the company's employment and health and safety controls and incident logs. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit. There is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

VANELLUS LIMITED

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.

Michael Argyle BSc ACA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

5 February 2026

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 MAY 2025

| 2025 |  | 2024

| Notes | £ | £ |

REVENUE | 3 | 5,541,671 |  | 5,014,117 |  |

Cost of sales | 5,225,516 |  | 4,382,777 |  |

GROSS PROFIT | 316,155 |  | 631,340 |  |

Administrative expenses | 1,708,170 |  | 1,393,441 |  |

(1,392,015 | ) | (762,101 | ) |

Other operating income | 1,117,069 |  | 826,140 |  |

OPERATING (LOSS)/PROFIT | 5 | (274,946 | ) | 64,039 |  |

Profit on sale of freehold property | 6 | 16,863,493 |  | - |  |

Profit on sale of investment property | 6 | 120,000 |  | 16,938 |  |

Fair value adjustment on

investment property | 6 | - |  | 242,000 |  |

16,708,547 |  | 322,977 |  |

Interest receivable and similar income | 7 | 204,557 |  | 47,276 |  |

16,913,104 |  | 370,253 |  |

Interest payable and similar expenses | 8 | 37,129 |  | 18,060 |  |

PROFIT BEFORE TAXATION | 16,875,975 |  | 352,193 |  |

Tax on profit | 9 | 4,273,489 |  | 106,824 |  |

PROFIT FOR THE FINANCIAL YEAR | 12,602,486 |  | 245,369 |  |

Retained earnings at beginning of year | 12,506,779 |  | 12,261,410 |  |

Dividends | 11 | (206,080 | ) | - |  |

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR | 24,903,185 |  | 12,506,779 |  |

Profit attributable to:

Owners of the parent | 12,602,486 |  | 245,369 |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 MAY 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | 2 |  | - |  |

Tangible assets | 13 | 17,870,651 |  | 10,660,259 |  |

Investments | 14 | 1,231,481 |  | 383,589 |  |

Investment property | 15 | - |  | 260,000 |  |

19,102,134 |  | 11,303,848 |  |

CURRENT ASSETS

Stocks | 16 | 1,397,188 |  | 1,013,316 |  |

Debtors | 17 | 1,166,403 |  | 1,107,407 |  |

Cash at bank | 9,777,206 |  | 1,297,058 |  |

12,340,797 |  | 3,417,781 |  |

CREDITORS

Amounts falling due within one year | 18 | 2,678,370 |  | 1,433,640 |  |

NET CURRENT ASSETS | 9,662,427 |  | 1,984,141 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 28,764,561 |  | 13,287,989 |  |

CREDITORS

Amounts falling due after more than one year | 19 | (446,642 | ) | (324,846 | ) |

PROVISIONS FOR LIABILITIES | 23 | (3,209,740 | ) | (251,370 | ) |

NET ASSETS | 25,108,179 |  | 12,711,773 |  |

CAPITAL AND RESERVES

Called up share capital | 24 | 41,216 |  | 41,216 |  |

Merger reserve | 25 | 163,778 |  | 163,778 |  |

Retained earnings | 25 | 24,903,185 |  | 12,506,779 |  |

SHAREHOLDERS' FUNDS | 25,108,179 |  | 12,711,773 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 5 February 2026 and were signed on its behalf by:

J F S Brown - Director

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

COMPANY STATEMENT OF FINANCIAL POSITION

31 MAY 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | - |  | - |  |

Tangible assets | 13 | - |  | - |  |

Investments | 14 | 41,217 |  | - |  |

Investment property | 15 | - |  | - |  |

41,217 |  | - |  |

CURRENT ASSETS

Debtors | 17 | 9,186 |  | - |  |

Cash at bank | 6,845,780 |  | - |  |

6,854,966 |  | - |  |

CREDITORS

Amounts falling due within one year | 18 | 2,460,640 |  | - |  |

NET CURRENT ASSETS | 4,394,326 |  | - |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,435,543 |  | - |  |

CAPITAL AND RESERVES

Called up share capital | 24 | 41,216 |  | - |  |

Retained earnings | 25 | 4,394,327 |  | - |  |

SHAREHOLDERS' FUNDS | 4,435,543 |  | - |  |

Company's profit for the financial year | 4,600,407 |  | - |  |

The financial statements were approved by the Board of Directors and authorised for issue on 5 February 2026 and were signed on its behalf by:

J F S Brown - Director

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MAY 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 509,881 |  | (148,363 | ) |

Interest paid | (1,354 | ) | - |  |

Interest element of hire purchase payments paid | (35,775 | ) | (18,060 | ) |

Tax paid | 35,575 |  | - |  |

Net cash from operating activities | 508,327 |  | (166,423 | ) |

Cash flows from investing activities

Purchase of intangible fixed assets | (2 | ) | - |  |

Purchase of tangible fixed assets | (8,790,033 | ) | (1,020,113 | ) |

Purchase of fixed asset investments | (847,892 | ) | (250,000 | ) |

Sale of tangible fixed assets | 17,602,144 |  | 159,350 |  |

Sale of investment property | - |  | 18,938 |  |

Cash acquired with subsidiary | 200,714 |  | - |  |

Purchase of subsidiary | (49,424 | ) | - |  |

Interest received | 204,557 |  | 47,276 |  |

Net cash from investing activities | 8,320,064 |  | (1,044,549 | ) |

Cash flows from financing activities

Capital repayments of hire purchase | (142,163 | ) | (196,667 | ) |

Cash acquired in merger | - |  | 2,704,697 |  |

Equity dividends paid | (206,080 | ) | - |  |

Net cash from financing activities | (348,243 | ) | 2,508,030 |  |

Increase in cash and cash equivalents | 8,480,148 |  | 1,297,058 |  |

Cash and cash equivalents at beginning of year | 2 | 1,297,058 |  | - |  |

Cash and cash equivalents at end of year | 2 | 9,777,206 |  | 1,297,058 |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MAY 2025

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

| 2025 |  | 2024

£ | £ |

| Profit before taxation | 16,875,975 |  | 352,193 |  |

| Depreciation charges | 1,315,572 |  | 1,445,002 |  |

| Profit on disposal of fixed assets | (17,076,319 | ) | (145,586 | ) |

| Gain on revaluation of fixed assets | - |  | (242,000 | ) |

| Finance costs | 37,129 |  | 18,060 |  |

| Finance income | (204,557 | ) | (47,276 | ) |

947,800 |  | 1,380,393 |  |

| Increase in stocks | (307,910 | ) | (254,357 | ) |

| Decrease in trade and other debtors | 343,409 |  | 218,513 |  |

| Decrease in trade and other creditors | (473,418 | ) | (1,492,912 | ) |

| Cash generated from operations | 509,881 |  | (148,363 | ) |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

| Year ended 31 May 2025

| 31.5.25 |  | 1.6.24

£ | £ |

| Cash and cash equivalents | 9,777,206 |  | 1,297,058 |  |

| Year ended 31 May 2024

| 31.5.24 |  | 1.6.23

£ | £ |

| Cash and cash equivalents | 1,297,058 |  | - |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| Other |

| non-cash |

| At 1.6.24 | Cash flow | changes | At 31.5.25

£ | £ | £ | £ |

| Net cash |

| Cash at bank | 1,297,058 |  | 8,480,148 |  | 9,777,206 |  |

1,297,058 |  | 8,480,148 |  | 9,777,206 |  |

| Debt

| Finance leases | (382,677 | ) | 142,163 |  | - |  | (546,210 | ) |

(382,677 | ) | 142,163 |  | - |  | (546,210 | ) |

| Total | 914,381 |  | 8,622,311 |  | - |  | 9,230,996 |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

1. | STATUTORY INFORMATION

| Vanellus Limited is a limited company incorporated in England and Wales. The address of the registered office is given in the company information on page one of these financial statements. The nature of the group company's operations and principal activities are detailed in the report of the directors.

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

| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

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 on a going concern basis under the historical cost convention as modified by the revaluation of certain assets.

| Basis of consolidation

| The financial statements consolidate the financial statements of Vanellus Limited and its subsidiary undertakings ('subsidiaries') prepared to 31 May. One subsidiary, Peplow Farms Limited, makes up financial statements to 31 March.

| For consolidation purposes the financial statements for 31 March 2025 were used. Financial information for the period from 1 April 2025 to 31 May 2025 were reviewed to identify any material transactions which were then adjusted for in the consolidation. Any remaining transactions are not material for the purpose of giving a true and fair view.

| A restructure of the group took place in 2024, where it met the definition of a group reconstruction per FRS 102 para 19.27. Consequently, the restructuring has been accounted for using merger accounting. In accordance with merger accounting principles the financial statements have been prepared as if Vanellus Limited was in existence throughout the years ended 31 May 2025 and 31 May 2024.

| The acquisition method of accounting has been adopted for Peplow Farms Limited. Under this method, the results of subsidiary undertakings acquired in the period are included in the consolidated income statement from the date of acquisition.

| Investments in associated undertakings are stated at cost less impairment. The equity method of accounting has not been applied because the amounts in question are not material for the purpose of giving a true and fair view.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

2. | ACCOUNTING POLICIES - continued

| Revenue

| Revenue represents amounts derived from the provision of goods and services which fall within the company's ordinary activities and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Renewable energy revenue is recognised based on actual meter readings of energy generated in the period.

| Project income received to carry out a reverse coal project has been recognised using the accrual model. Revenue is recognised on a systematic basis over the periods in which the entity recognises the related costs for which the project income is intended to compensate.

| Revenue derived from the provision of services to the Environment Agency is recognised on delivery of the project report.

| Sales of produce are recognised upon despatch.

| 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.

| Intangible assets is being amortised evenly over its estimated useful life of nil years.

| Intangible assets are assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement.

| Property, plant and equipment

| Property, plant and equipment are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

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

| Plant and machinery - 10% to 33% on cost

| Property Improvements - 10% to 20% on cost

| Fixtures and fittings - 20% on cost

| Office equipment - 20% on cost and 25% reducing balance

| Motor vehicles - 20% to 33% on cost

| No depreciation is provided on land and buildings. It is the group's policy to maintain its properties in a continual state of repair. In the case of freehold properties the directors consider that the lives of these properties and their residual values are such that their depreciation is not significant. Property improvements included within this heading are depreciated at 20% on cost.

| Plant and machinery used for generating renewable energy is depreciated in line with the recommended Feed in Tariff scheme length of 20 years.

| Plant and machinery relating to plant required to fulfil the research and development contract with the Department for Energy, Security and Net Zero has been recognised in full at the start of the project and is being depreciated on a straight line basis over the remaining term of the project. The asset will not have a residual value at the end of the contract given it is a prototype and will not be used on an ongoing basis after the project has ended.

| At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is any indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in the income statement.

| If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment is recognised immediately in the income statement.

| Government grants

| Grants are credited to deferred revenue. Grants towards capital expenditure are released to the income statement over the expected useful life od the asset to which they relate, commencing on the date that the asset comes into use.

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

2. | ACCOUNTING POLICIES - continued

| Investment

| Investments held as fixed assets are stated at cost less impairment.

| Inventories

| Inventories are stated at the lower of cost and fair value less costs to complete and sell and after making due allowance for obsolete and slow moving items. Costs of cultivations include overheads appropriate to the stage of cultivation. Farming stocks are valued in accordance with HM Revenue & Customs help sheet HS232.

| Financial instruments

| The group has chosen to adopt the sections 11 and 12 of FRS102 in respect of financial instruments.

| Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

| 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 the income statement.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

| Taxation

| Taxation for the year 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 statement of financial position date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 year 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.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

| Operating leases

| Annual rentals are charged to the income statement on a straight line basis over the lease term.

| 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.

| Basic farm payment and countryside stewardship

| The basic farm payment and countryside stewardship are recognised in the financial statements in accordance with current HM Revenue & Customs guidance.

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

2. | ACCOUNTING POLICIES - continued

| Sustainable farming incentive

| Sustainable farming incentive is recognised in the financial statements in accordance with current HM Revenue & Customs guidance.

| Departure from frs 102

| The group has entered into a contract with the Department of Energy, Security and Net Zero to carry out a research and development project. The group has entered into a separate contract with a supplier to provide the plant required to fulfil the project. An asset totalling £2,389,107 has been recognised in full at the start of the contract, in the year ended 31 May 2023, with a corresponding liability included in other creditors. The liability is then reduced once invoices are received based on milestones per the contract. This is not in accordance with 17.4 of FRS 102 where the asset is recognised based on amounts billed by the year end. The asset recognised is depreciated on a straight line basis over the remaining term of the project. This is not in accordance with 17.20 of FRS 102 given that the asset was not available for use at 31 May 2023, 2024 or 2025. However, the asset was being worked on insofar as design and development is concerned and this aspect is an integral part of the funded project.

| Management has concluded that compliance with requirements 17.4 and 17.20 of FRS 102 are inconsistent with the requirement to give a true and fair view. Management have recognised both the asset and liability at the start given that there is an unconditional liability to pay for the asset as part of the project's terms and conditions and the group is committed to pay for it as it cannot fulfil its contract with the Department for Energy, Security and Net Zero without designing, building and acquiring the asset. Management has concluded that depreciating the full cost of the asset over the remaining term of the project at the start of the contract will result in the cost of the asset and income being recognised in a more even manner over the length of the project. This more accurately reflects the reality of the time input by employees and contractors into the project.

| Management has concluded that the financial statements give a true and fair view of the group's financial position and financial performance. The group has complied with FRS 102 or applicable legislation to the extent necessary to give a true and fair view.

3. | REVENUE

| The revenue and profit before taxation are attributable to the principal activities of the group.

| An analysis of revenue by class of business is given below:

| 2025 |  | 2024

£ | £ |

| Farming | 4,214,101 |  | 3,442,562 |  |

| Renewable energy | 110,134 |  | 118,013 |  |

| Shop sales | 326,155 |  | 303,585 |  |

| R&D consultancy | 891,281 |  | 1,149,957 |  |

5,541,671 |  | 5,014,117 |  |

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 2,155,597 |  | 1,536,279 |  |

| Social security costs | 68,939 |  | 74,433 |  |

| Other pension costs | 80,017 |  | 28,084 |  |

2,304,553 |  | 1,638,796 |  |

| The average number of employees during the year was as follows:

| 2025 |  | 2024

59 |  | 33 |  |

| The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2024 - NIL).

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

4. | EMPLOYEES AND DIRECTORS - continued

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 163,923 |  | 131,512 |  |

| Directors' pension contributions to money purchase schemes | 70,509 |  | 15,321 |  |

5. | OPERATING (LOSS)/PROFIT

| The operating loss (2024 - operating profit) is stated after charging/(crediting):

|  | 2025 |  |  | 2024 |

|  | £ |  |  | £ |

| Hire of plant and machinery |  | 8,076 |  |  | 2,085 |

| Depreciation - owned assets |  | 1,116,352 |  |  | 1,347,555 |

| Depreciation - assets on hire purchase contracts |  | 199,220 |  |  | 97,447 |

| Profit on disposal of fixed assets |  | (16,956,319 | ) |  | (128,648 | )

| Profit on disposal of investment property |  | (120,000 | ) |  | (16,938 | )

| Auditors remuneration |  |

| - Audit of parent and consolidation |  | 6,800 |  |  | - |

| - Audit of subsidiaries |  | 27,544 |  |  | 33,715 |

| - Taxation |  | 5,500 |  |  | 5,450 |

6. | EXCEPTIONAL ITEMS

| 2025 |  | 2024

£ | £ |

| Profit on sale of freehold property | 16,863,493 |  | - |  |

| Profit on sale of investment property | 120,000 |  | 16,938 |  |

| Fair value adjustment on

| investment property | - |  | 242,000 |  |

16,983,493 |  | 258,938 |  |

7. | INTEREST RECEIVABLE AND SIMILAR INCOME |

| 2025 |  | 2024

£ | £ |

| Interest receivable | 204,557 |  | 47,276 |  |

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank interest | 1,347 |  | - |  |

| Corporation tax interest | 7 |  | - |  |

| Hire purchase | 35,775 |  | 18,060 |  |

37,129 |  | 18,060 |  |

9. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 1,315,119 |  | - |  |

| Deferred tax | 2,958,370 |  | 106,824 |  |

| Tax on profit | 4,273,489 |  | 106,824 |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

9. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 16,875,975 |  | 352,193 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 4,218,994 |  | 88,048 |  |

| Effects of:

| Expenses not deductible for tax purposes | 4,388 |  | 55,719 |  |

| Income not taxable for tax purposes | (2,344 | ) | (2,344 | ) |

| Capital allowances in excess of depreciation | (4,082,435 | ) | - |  |

| Depreciation in excess of capital allowances | - |  | 53,147 |  |

| Utilisation of tax losses | (332,629 | ) | (148,370 | ) |

| Research and development tax credit | (116,359 | ) | (3,925 | ) |

| Capital gains | 1,629,591 |  | 1,839 |  |

| Other timing differences | (4,087 | ) | (44,114 | ) |

| Adjustment to tax charge in respect of deferred tax | 2,958,370 |  | 106,824 |  |

| Total tax charge | 4,273,489 |  | 106,824 |  |

10. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

11. | DIVIDENDS

| 2025 |  | 2024

£ | £ |

| Ordinary shares of £0.50 each

| Interim | 206,080 |  | - |  |

12. | INTANGIBLE FIXED ASSETS

| Group

| Intangible

| assets

£ |

| COST

| Additions | 2 |  |

| At 31 May 2025 | 2 |  |

| NET BOOK VALUE

| At 31 May 2025 | 2 |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

13. | TANGIBLE FIXED ASSETS

| Group

| Improvements |

| Freehold |  | to |  | Plant and

| property |  | property |  | machinery

£ | £ | £ |

| COST

| At 1 June 2024 | 8,898,673 |  | 361,983 |  | 7,022,641 |  |

| Additions | 8,367,620 |  | 180,939 |  | 276,580 |  |

| Disposals | (618,396 | ) | - |  | (1,197,843 | ) |

| Acquired with subsidiary | - |  | 20,023 |  | 285,241 |  |

| At 31 May 2025 | 16,647,897 |  | 562,945 |  | 6,386,619 |  |

| DEPRECIATION

| At 1 June 2024 | 589,437 |  | 136,996 |  | 5,092,360 |  |

| Charge for year | 113,341 |  | 59,941 |  | 1,020,011 |  |

| Eliminated on disposal | (1,862 | ) | - |  | (1,197,833 | ) |

| Acquired with subsidiary | - |  | 18,926 |  | 210,072 |  |

| At 31 May 2025 | 700,916 |  | 215,863 |  | 5,124,610 |  |

| NET BOOK VALUE

| At 31 May 2025 | 15,946,981 |  | 347,082 |  | 1,262,009 |  |

| At 31 May 2024 | 8,309,236 |  | 224,987 |  | 1,930,281 |  |

| Fixtures |

| and |  | Motor |  | Computer |

| fittings |  | vehicles |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 June 2024 | 242,575 |  | 207,243 |  | 102,593 |  | 16,835,708 |  |

| Additions | - |  | 263,816 |  | 6,774 |  | 9,095,729 |  |

| Disposals | - |  | (62,145 | ) | (37,525 | ) | (1,915,909 | ) |

| Acquired with subsidiary | - |  | - |  | 825 |  | 306,089 |  |

| At 31 May 2025 | 242,575 |  | 408,914 |  | 72,667 |  | 24,321,617 |  |

| DEPRECIATION

| At 1 June 2024 | 166,172 |  | 105,561 |  | 84,923 |  | 6,175,449 |  |

| Charge for year | 48,079 |  | 67,426 |  | 6,774 |  | 1,315,572 |  |

| Eliminated on disposal | - |  | (32,864 | ) | (37,524 | ) | (1,270,083 | ) |

| Acquired with subsidiary | - |  | - |  | 1,030 |  | 230,028 |  |

| At 31 May 2025 | 214,251 |  | 140,123 |  | 55,203 |  | 6,450,966 |  |

| NET BOOK VALUE

| At 31 May 2025 | 28,324 |  | 268,791 |  | 17,464 |  | 17,870,651 |  |

| At 31 May 2024 | 76,403 |  | 101,682 |  | 17,670 |  | 10,660,259 |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

13. | TANGIBLE FIXED ASSETS - continued

| Group

| Included in net book value are the following assets held under finance leases and hire purchase agreements:

|  | 2025 |  | 2024 |

|  | £ |  | £ |

| Motor vehicles |  | 234,498 |  | 49,785 |

| Plant and machinery |  | 552,011 |  | 553,770 |

| Total |  | 786,509 |  | 603,555 |

| Freehold land amounting to £15,601,893 (2024 - £7,631,393) has not been depreciated.

14. | FIXED ASSET INVESTMENTS

| Group

| Unlisted

| investments

£ |

| COST

| At 1 June 2024 | 383,589 |  |

| Additions | 847,892 |  |

| At 31 May 2025 | 1,231,481 |  |

| NET BOOK VALUE

| At 31 May 2025 | 1,231,481 |  |

| At 31 May 2024 | 383,589 |  |

| Company

| Shares in

| group

| undertakings

£ |

| COST

| Additions | 41,217 |  |

| At 31 May 2025 | 41,217 |  |

| NET BOOK VALUE

| At 31 May 2025 | 41,217 |  |

| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

| Subsidiaries

| The Lapwing Estate Limited

| Registered office: Everton Carr Farm, Claybank Lane, Everton, Doncaster, South Yorkshire, DN10 5BZ

| Nature of business: Active management of natural resources.

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

14. | FIXED ASSET INVESTMENTS - continued

| Pollybell Farms Limited

| Registered office: Little Carr Farm, Carr Road, Gringle on the Hill, Doncaster, South Yorkshire, DN10 4SN

| Nature of business: Organic crop farming.

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Lapwing Energy Limited

| Registered office: Everton Carr Farm, Claybank Lane, Everton, Doncaster, South Yorkshire, DN10 5BZ

| Nature of business: Generating renewable energy and renewable R&D

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Lapwing Fine Foods Limited

| Registered office: Everton Carr Farm, Claybank Lane, Everton, Doncaster, South Yorkshire, DN10 5BZ

| Nature of business: Production and sale of speciality foods.

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Lapwing Farms Limited

| Registered office: Little Carr Farm, Carr Road, Gringle on the Hill, Doncaster, South Yorkshire, DN10 4SN

| Nature of business: Conventional crop farming.

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| BH & C Ag Limited

| Registered office: Everton Carr Farm, Claybank Lane, Everton, Doncaster, South Yorkshire, DN10 5BZ

| Nature of business: Holding company for farming business.

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Peplow Farms Limited

| Registered office: Farm Office Highway Farm, Peplow, Market Drayton, Shropshire, TF9 3JU

| Nature of business: Arable farming.

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Carbon Char Limited

| Registered office: Everton Carr Farm, Claybank Lane, Everton, Doncaster, South Yorkshire, DN10 5BZ

| Nature of business: Dormant company.

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Associated undertakings

| The group holds a 50.84% share in the issued ordinary share capital of Earth Rover Limited as at 31 May 2025. Although the group holds more than a 50% share of the issued ordinary share capital, such ownership does not constitute control and has therefore been accounted for as a joint venture and has not been consolidated in these financial statements.

| The principal activity of the company is the development and manufacture of agricultural and forestry machinery, and the loss for the period to 31 December 2024 was £932,746 (2023 - £292,483) and net liabilities were £691,328 (2023 - £333,582).

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

15. | INVESTMENT PROPERTY

| Group

| Total

£ |

| FAIR VALUE

| At 1 June 2024 | 260,000 |  |

| Disposals | (260,000 | ) |

| At 31 May 2025 | - |  |

| NET BOOK VALUE

| At 31 May 2025 | - |  |

| At 31 May 2024 | 260,000 |  |

16. | STOCKS

| Group |

2025 | 2024 |

£ | £ |

| Stocks | 1,397,188 |  | 1,013,316 |  |

17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 690,230 |  | 484,640 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 7,985 |  | - |  |

| Other debtors | 292,600 |  | 313,290 |  | - |  | - |  |

| VAT | - |  | - |  | 1,201 |  | - |  |

| Prepayments and accrued income | 183,573 |  | 309,477 |  | - |  | - |  |

1,166,403 |  | 1,107,407 |  | 9,186 |  | - |  |

18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Hire purchase contracts (see note 20) | 167,544 |  | 135,183 |  | - |  | - |  |

| Trade creditors | 488,751 |  | 480,873 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 2,459,090 |  | - |  |

| Corporation tax | 1,378,538 |  | - |  | 1,550 |  | - |  |

| Social security and other taxes | 93,832 |  | 23,426 |  | - |  | - |  |

| Other creditors | 267,331 |  | 489,428 |  | - |  | - |  |

| Accruals and deferred income | 282,374 |  | 304,730 |  | - |  | - |  |

2,678,370 |  | 1,433,640 |  | 2,460,640 |  | - |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |

2025 | 2024 |

£ | £ |

| Hire purchase contracts (see note 20) | 378,666 |  | 247,494 |  |

| Other creditors | 67,976 |  | 77,352 |  |

446,642 |  | 324,846 |  |

20. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

2025 | 2024 |

£ | £ |

| Net obligations repayable:

| Within one year | 167,544 |  | 135,183 |  |

| Between one and five years | 378,666 |  | 247,494 |  |

546,210 |  | 382,677 |  |

21. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2025 | 2024 |

£ | £ |

| Hire purchase contracts | 546,210 |  | 382,677 |  |

| The hire purchase creditor is secured on the assets to which it relates.

22. | FINANCIAL INSTRUMENTS

| The group has the following financial instruments:

|  | 2025 |  |  | 2024 |  |

|  | £ |  |  | £ |  |

| Financial liabilities measured at amortised cost |  |

| Net obligations under finance leases and hire purchase contracts |  | 546,210 |  |  | 382,677 |  |

| The total interest income and expense for financial assets and financial liabilities that are not measured at fair value through the income statement was £204,557 (2024 - £47,276) and £37,129 (2024 - £18,060) respectively.

23. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax

| Other timing differences | (450 | ) | (44,589 | ) |

| Accelerated capital allowances | 268,731 |  | 184,903 |  |

| Gains rolled over | 2,941,459 |  | 111,056 |  |

3,209,740 |  | 251,370 |  |

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

23. | PROVISIONS FOR LIABILITIES - continued

| Group

| Deferred |

| tax |

£ |

| Balance at 1 June 2024 | 251,370 |  |

| Charge to Income Statement during year | 2,958,370 |  |

| Balance at 31 May 2025 | 3,209,740 |  |

| The expected net reversal of deferred tax liabilities in 2026 is not expected to be significant based on planned capital expenditure for the company and the group.

24. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 82,432 | Ordinary | £0.50 | 41,216 |  | 41,216 |  |

25. | RESERVES

| Group

| Retained |  | Merger |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1 June 2024 | 12,506,779 |  | 163,778 |  | 12,670,557 |  |

| Profit for the year | 12,602,486 |  | 12,602,486 |  |

| Dividends | (206,080 | ) | (206,080 | ) |

| At 31 May 2025 | 24,903,185 |  | 163,778 |  | 25,066,963 |  |

| Company

| Retained

| earnings

£ |

| Profit for the year | 4,600,407 |  |

| Dividends | (206,080 | ) |

| At 31 May 2025 | 4,394,327 |  |

26. | RELATED PARTY DISCLOSURES

| Entities over which the entity has control, joint control or significant influence |

| The group made an investment of £847,892 (2024 - £250,000) in an entity of which it has joint control over.

| Key management personnel of the entity or its parent (in the aggregate) |

| The group paid dividends of £66,293 (2024 - £nil) to key management personnel.

| Key management personnel compensation in the year totalled £234,432 (2024 - £146,833)

VANELLUS LIMITED (REGISTERED NUMBER: 15521382)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 MAY 2025

| Other related parties |

| The group purchased land for £8,133,555 from a company in which a director of a subsidiary company has control over. This transaction was carried out at market value assessed by independent valuers.

27. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is J F S Brown.

| Up to 29 August 2025, the ultimate controlling party was the Trustees of the Loveden 1997 Settlement, and from the 29 August 2025 the ultimate controlling party is J F S Brown.