Company registration number 03961963 (England and Wales)
FERNWOOD GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
FERNWOOD GROUP LIMITED
COMPANY INFORMATION
Directors
K E Cressey
C E H Holehouse
R P Holehouse
Secretary
J Skinner
Company number
03961963
Registered office
Fernwood House
Fernwood Drive
Main Road
Watnall
Nottingham
NG16 1LA
Auditor
UHY Hacker Young
14 Park Row
Nottingham
NG1 6GR
FERNWOOD GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 21
FERNWOOD GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

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

Review of the business

The principal activities of the company are the management of other group companies and related companies, whom operate across a diverse range of sectors, including the handling, factoring, and distribution of solid fuel; stevedoring; handling and storage of bulk materials; road haulage; property investment; and farming. The Company’s strategy is to support these businesses through effective oversight, resource allocation, and shared services, ensuring operational efficiency and sustainable growth across the Group.

The ultimate parent company of the group is Fernwood Trading Group Ltd, which includes a more detailed strategic review of business of the group.

On behalf of the board

R P Holehouse
Director
20 January 2026
FERNWOOD GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activities of the company are the management of other group companies and related companies.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

K E Cressey
C E H Holehouse
R P Holehouse
Auditor

UHY Hacker Young were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
R P Holehouse
Director
20 January 2026
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD GROUP LIMITED
- 3 -
Opinion

We have audited the financial statements of Fernwood Group Limited (the 'company') for the year ended 30 September 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD GROUP LIMITED (CONTINUED)
- 4 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the 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 company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

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

INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD GROUP LIMITED (CONTINUED)
- 5 -
Auditor's 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 auditor's 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit.

We assessed the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations by considering the following:

- The nature of the industry and the business performance

- Discussions with directors and management and consideration of their policies and procedures for identifying non-compliance or detecting and responding to the risks of fraud.

Based on the results of our risk assessment we designed our audit procedures to identify fraud and non-compliance with such laws and regulations identified above.

- We reviewed disclosures in the financial statements and verified to supporting documentation

- We considered the risk of fraud through management override of controls, and in response we incorporated testing of manual journals throughout our audit approach.

- We performed analytical procedures to identify any usual or unexpected trends or relationships that may indicate risks of material misstatements due to fraud.

- We made enquiries into management of any actual and potential litigation and claims.

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD GROUP LIMITED (CONTINUED)
- 6 -

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 auditor's 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.

David Allum
27 January 2026
Senior Statutory Auditor
For and on behalf of UHY Hacker Young
Chartered Accountants
FERNWOOD GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
-
-
Administrative expenses
(1,382,356)
(1,312,315)
Other operating income
52,445
32,963
Operating loss
3
(1,329,911)
(1,279,352)
Interest receivable and similar income
7
528,590
343,901
Interest payable and similar expenses
8
(169,826)
(92,933)
Loss before taxation
(971,147)
(1,028,384)
Tax on loss
9
(862)
(64,883)
Loss for the financial year
(972,009)
(1,093,267)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

FERNWOOD GROUP LIMITED
BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
2,160,840
2,145,334
Investments
12
21,409
21,409
2,182,249
2,166,743
Current assets
Debtors
14
18,682,235
19,742,389
Cash at bank and in hand
6,900,500
4,506,267
25,582,735
24,248,656
Creditors: amounts falling due within one year
15
(6,872,835)
(4,551,239)
Net current assets
18,709,900
19,697,417
Net assets
20,892,149
21,864,160
Capital and reserves
Called up share capital
18
11,500
11,500
Capital redemption reserve
6,750
6,750
Profit and loss reserves
20,873,899
21,845,910
Total equity
20,892,149
21,864,160
The financial statements were approved by the board of directors and authorised for issue on 20 January 2026 and are signed on its behalf by:
C E H Holehouse
Director
Company registration number 03961963 (England and Wales)
FERNWOOD GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 9 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2023
11,500
6,750
22,939,177
22,957,427
Year ended 30 September 2024:
Loss and total comprehensive income
-
-
(1,093,267)
(1,093,267)
Balance at 30 September 2024
11,500
6,750
21,845,910
21,864,160
Year ended 30 September 2025:
Loss and total comprehensive income
-
-
(972,009)
(972,009)
Dividends
10
-
-
(2)
(2)
Balance at 30 September 2025
11,500
6,750
20,873,899
20,892,149
FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 10 -
1
Accounting policies
Company information

Fernwood Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Fernwood House, Fernwood Drive, Main Road, Watnall, Nottingham, NG16 1LA.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

- The requirements of Section 7 Statement of Cash Flows;

- The requirements of paragraph 33.7

Preparation of consolidated financial statements

The company is exempt under Section 400 of the Companies Act 2006 from requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Fernwood Trading Group Limited, Fernwood House, Fernwood Drive, Main Road, Watnall, Nottingham, NG16 1LA.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
Straight line over 25 years
Plant and equipment
20%/33%/50% on cost
Fixtures and fittings
5%/20%/50% on cost
Motor vehicles
20%/25%/33% on cost
FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 11 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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. A m ounts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 15 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Depreciation of tangible fixed assets
32,684
18,579
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
13,095
9,750
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
11
3
FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
5
Employees
(Continued)
- 16 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
876,476
819,601
Social security costs
100,422
136,987
Pension costs
53,453
38,323
1,030,351
994,911
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
492,323
472,175
Company pension contributions to defined contribution schemes
14,751
14,391
507,074
486,566

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
210,106
151,901
Other income from investments
Dividends received
2
-
0
210,108
151,901
Income from fixed asset investments
Income from participating interests - associates
318,482
192,000
Total income
528,590
343,901
FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
7
Interest receivable and similar income
(Continued)
- 17 -
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
210,106
151,901
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
137,326
55,021
Other finance costs:
Other interest
32,500
37,912
169,826
92,933
9
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
862
64,883

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(971,147)
(1,028,384)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(242,787)
(257,096)
Change in unrecognised deferred tax assets
(20,957)
(607)
Group relief
261,644
308,954
Other permanent differences
2,962
13,632
Taxation charge for the year
862
64,883
FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
10
Dividends
2025
2024
£
£
Final paid
2
-
0
11
Tangible fixed assets
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 October 2024
2,061,558
72,938
235,921
95,907
2,466,324
Additions
39,419
-
0
8,771
-
0
48,190
At 30 September 2025
2,100,977
72,938
244,692
95,907
2,514,514
Depreciation and impairment
At 1 October 2024
30,487
72,938
206,065
11,500
320,990
Depreciation charged in the year
3,357
-
0
9,338
19,989
32,684
At 30 September 2025
33,844
72,938
215,403
31,489
353,674
Carrying amount
At 30 September 2025
2,067,133
-
0
29,289
64,418
2,160,840
At 30 September 2024
2,031,071
-
0
29,856
84,407
2,145,334
12
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
13
21,409
21,409
13
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Fernwood Investments Limited
Fernwood House, Fernwood Drive, Main Road Watnall, Nottingham, NG16 1LA
Ordinary
100.00
FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 19 -
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
8,496
3,347
Amounts owed by group undertakings
6,907,912
7,389,714
Other debtors
11,736,358
12,328,990
Prepayments and accrued income
19,726
9,733
18,672,492
19,731,784
Deferred tax asset (note 16)
9,743
10,605
18,682,235
19,742,389
15
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
6,268,796
3,188,818
Taxation and social security
31,003
276,995
Other creditors
55,954
1,025,358
Accruals and deferred income
517,082
60,068
6,872,835
4,551,239
16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
9,743
10,605
FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
16
Deferred taxation
(Continued)
- 20 -
2025
Movements in the year:
£
Asset at 1 October 2024
(10,605)
Charge to profit or loss
862
Asset at 30 September 2025
(9,743)
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
53,453
38,323

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
11,500
11,500
11,500
11,500
19
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

2025
2024
£
£
Companies under common control
Net administration charges
48,000
48,000
Purchases and recharges
13,316
24,350
Amounts due from related parties
11,672,100
12,278,079
Amounts due to related parties
29,825
-
0
Other information

The group has taken advantage of the exemption available under section 1AC.35 of FRS 102, from disclosing transactions entered into between two or more wholly-owned members of the group.

FERNWOOD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 21 -
20
Directors' transactions

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

Loans
% Rate
Opening balance
Amounts written off
Closing balance
£
£
£
Loan from directors
-
717,257
(717,257)
-
717,257
(717,257)
-
21
Ultimate controlling party

The parent undertaking is Fernwood Trading Group Limited. Fernwood Trading Group Limited is controlled by The Roger Holehouse 2005 Trust.

A copy of the parent company's financial statements can be obtained from Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

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