Company Registration No. SC817324 (Scotland)
CC AGRITECH LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
CC AGRITECH LIMITED
COMPANY INFORMATION
Directors
M C Meijnen
(Appointed 24 July 2024)
S D McLoughlin
(Appointed 24 July 2024)
C J Baxter
(Appointed 9 January 2025)
R J Baxter
(Appointed 9 January 2025)
S Kenyon
(Appointed 9 January 2025)
C S Peck
(Appointed 9 January 2025)
Secretary
LC Secretaries Limited
Company number
SC817324
Registered office
Markethill Road
Turriff
Aberdeenshire
AB53 4PA
Auditor
Johnston Carmichael LLP
Strathlossie House
Elgin Business Park
1 Kirkhill Avenue
Elgin
IV30 8DE
CC AGRITECH LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 40
CC AGRITECH LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2025
- 1 -

The directors present the strategic report for the period ended 30 June 2025.

Business Review

The parent company was incorporated on 24 July 2024. The immediate subsidiary undertaking, CC Agritech II Limited, was incorporated on 26 November 2024. On 9 January 2025, CC Agritech II Limited acquired The Harbro Group Limited and its subsidiaries.

The principal activity of the group and its subsidiaries is the manufacture and supply of animal feedstuff and associated agricultural products and services. The principal activity of the parent company is that of a holding company.

The Harbro group continues to seek innovative new products sourced both internally and externally and supporting this there is a continuing commitment to providing the best quality products and advice available. The diverse but focused nature of the companies comprising The Harbro Group Ltd ensures that the farming community has access to whatever feedstuff, related agricultural product or service is required.

Murray Farmcare Limited was fully integrated as a revenue stream of Harbro Limited in July 2025. This acquisition allows the business to expand both its retail offering and direct to farm offering further in the South of Scotland and the North of England.

The period to 30 June 2025 was a period of change and transformation for The Harbro Group with new investment into the business to support future growth. In January 2025, the business announced a partnership with Convent Capital, an investment firm specialising in the agri-food sector, to grow its presence in the UK agriculture supply market and secure long-term growth.

The partnership underscores Harbro’s commitment to delivering innovative, sustainable solutions for livestock nutrition while maintaining its core values of customer focus, innovation, and long-term stability. The Harbro Group will continue to be managed by the existing executive and management teams, ensuring consistency and continuity for customers and employees.

We continued to invest in development and training for employees. The health and wellbeing of our employees is important, and a more strategic health & safety approach has been taken to ensure they have a safe working environment now and in the future.

Securing raw materials at the right price for our production facilities is important and is requiring significant focus in a volatile and high inflation environment; this is managed by the forward buying of cereals and proteins direct from customers and the trade where appropriate.

The Board is focused on improving the Group’s working capital position, there being a ongoing focus on credit control and stock management to reduce the demand on bank working capital facilities. There are no issues with financial covenants with our funders. Cash flow management can be difficult in our industry, and a proactive and structured approach to our credit control ensures that debtor days are closely monitored and kept at an acceptable level.

Our production facilities continue to perform well with a variety of maintenance capital expenditure work being undertaken across all sites as well as the installation of further automation in our Birkhill Mill. We continue to explore further automation options for all of our sites.

As always, the outlook for agriculture is difficult to predict. As a business we continue to see lots of opportunities. The board of directors have defined strategies across all revenue streams with a clear direction to focusing on core activities.

Our Technical function continues to be innovative, and we have seen further positive trial results and we continue with a focused approach to R&D. The Harbro Group is a progressive and innovative business and we actively have encouraged our customers to take that same approach.

CC AGRITECH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 2 -
Business Review (Continued)

Our employees are central to the success of the g roup. The company continues to invest in training and support to all employees to ensure they have the skills required to perform their duties and to provide an excellent service to our customers.

The d irectors are encouraged by their customers continuing innovation across the livestock sector. As the leading animal nutrition company in Scotland, we concentrate on high quality feed and livestock products backed up with excellent technical support. Our focus on improving animal performance and customer profitability is paramount and it is clear that our advice and products are helping farmers move forward with their own diversified business plans.

Principal risks and mitigation

The g roup is subject to a variety of risks and uncertainties. The business has been developing a risk management framework and a risk register to identify and assess risk and ensure controls and mitigations are in place. The following risks are regarded as the most significant to the Harbro Group currently:

i) Supply Chain

- The g roup operates in an industry where there can be a high degree of volatility in commodity and raw material prices.

- The g roup maintains strong partnerships with key suppliers and enter into forward contracts to mitigate this risk.

ii) Commodity price volatility and inflationary cost pressures

- The UK is beginning to see stability in inflation and a reduction in the Bank of England base rate; however, cost prices and inflation impacts are closely monitored across raw materials, overheads and people.

- This is mitigated by a close focus on efficiencies, work scheduling and investment in technologies and energy efficient plant and machinery.

iii) IT and cyber security

- The group relies on the IT infrastructure it has in place to support the business. Any failure or cyber-attack on this infrastructure could impact the effective operation of the business.

- The group has a strong IT support team and work very closely with all software suppliers and consultants to ensure appropriate security levels are in place. There is an investment programme in place ensuring the business is following best security practices including awareness training for employees.

iv) People

- Recruitment, development and retention of key people is crucial to the success of The Harbro Group.

- The board work closely with senior management and HR to ensure the development of our people is at the forefront of our strategic discussions. The Harbro Group have a people strategy that is worked in conjunction with our business strategies.

Future Developments

The Harbro Group have some ambitious growth ambitions over the next few years. The b oard envisage this growth will be met through a focused organic growth plan as well as M&A and the b oard are actively exploring acquisition opportunities. The ability for the business to react quickly to these opportunities is important and our strategic partners are fully supportive of this.

Strategic p lanning has always been seen as crucial within the Harbro Group. As the business continues to grow, the strategy direction of the g roup and its various business streams becomes even more important. The b oard recognise the importance of ensuring our people understand and support the strategy; and all revenue stream strategies have been cascaded through the business.

Key Performance Indicators

The Group monitors business performance by means of a variety of key performance indicators at a company and divisional level. These KPI’s are reported monthly at board and operational meetings.

Profitability is measured by looking at a number of measures versus business plan e.g. EBITDA, gross margin and pre-tax profits. The balance sheet is measured by looking at a variety of KPI’s including Debtor Days, Creditor Days, Stock Turnover and Bank covenants.

CC AGRITECH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 3 -
2025
Profitability KPI's
EBITDA (£'000)
3,563
Gross Margin
17.4%
Pre-tax loss (£'000)
(859)
Balance sheet KPI's
Debtor days
46
Creditor days
46
Stock turnover
8.55
Promoting the success of the company

In 2018 the Companies (Miscellaneous Reporting) Regulations introduced a requirement for large companies to publish a statement describing how the directors have had regard to the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006.

Section 172 (1) (a) to (f) requires each director to act in the way he or she considers would be most likely to promote the success of the company for the benefit of its members as a whole, with regard to the following matters:

(a) The likely consequences of any decision on the long-term

Medium to longer term strategic planning is a key element of the Harbro Group’s board of directors’ responsibilities. This is underpinned by clear vision, values and strategic objectives that have been cascaded through the business and to our stakeholders.

All decisions taken within the business are made with reference to our strategic objectives which focus on the following areas:

1. Sustainable profitable growth

2. Innovation & continuous improvement to increase efficiency and profitability

3. People strategy focused on developing the abilities and potential of our people

4. Customer focused

(b) The interests of the company’s employees

The board considers our people to be our greatest asset and the interests of our employees are always taken into consideration in the decisions that are made.

One of the businesses strategic objectives is that “we will deliver a robust people strategy focused on developing the abilities and potential of our people in a safe working environment”.

The company issues a quarterly communication update, copies of which are made available to all employees.

We make available a confidential service called an Employee Assistance Programme.

CC AGRITECH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 4 -

S172 (1) Statement (Continued)

(c) The need to foster the company’s business relationships with suppliers, customers and others.

We have a Commercial and Purchasing team who work closely with our suppliers across the business. A number of our key suppliers have worked with the business for almost 40 years; this has ensured that the Group have strong strategic partnerships with these suppliers.

Customer focus is one of our core values and translates into our strategic objective – “We will have a strong customer focus throughout the business ensuring the quality of our service, products and advice is outstanding.” Our species based sales specialists are knowledgeable and well trained in their species ensuring we can provide this “outstanding” support.

As well as customers and suppliers, we seek to build strong relationships with other key stakeholders, including industry/​trade bodies and societies. Our directors take an active interest in these connections and in some cases have board involvement so as to build and maintain such relationships, and ensure that the board are at the fore front of industry discussions.

(d) The impact of the company’s operations on the community and environment

Our environmental strategy is split into 3 main pillars. The first is the environmental efficiency of our customers and our nutritional offerings. We have an R&D team that works closely with customers, our sales specialists and other interested parties on this. The second pillar is sustainability, in 2019/​20 we took the decision to actively remove soya from a range of products and to only buy responsibly sourced palm oil products (RSPO). Where we do use soya we encourage customers to engage in the various sustainable schemes. The third pillar is our internal practices through our environmental strategy group. Current projects include improved transport efficiencies, reduced energy consumption at our production sites, paper and packaging reduction.

We understand our importance as a key employer in our main locations across the country.

(e) The desirability of the company maintaining a reputation for high standards of business conduct.

We believe it is vital that we are trusted by our stakeholders and therefore we seek to maintain high standards in all that we do as a business.

Our Employee Handbook, and other relevant policies apply across the business are reviewed regularly. Amongst other things, they cover conflicts of interest, our anti-bribery policy, whistleblowing, our expectations of conduct in the workplace and matters in relation to confidentiality, along with our policies aimed and preventing the use of modern slavery, people trafficking and child labour in any aspect of our business.

(f) The need to act fairly as between members of the company

We have ten shareholders and their interests are represented on the board. The board of directors is comprised of six executive directors and one non-executive director, with one of the executive directors also undertaking the role of chairman. We believe this ensures all shareholders are treated fairly and that their views are fully represented when making key decisions.

Furthermore, as well as the Articles of Association, we have a Shareholders Agreement in place which clearly set out shareholders rights and any decisions that require shareholder consent.

Streamlined Energy and Carbon Reporting

In line with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 our energy use and greenhouse gas (GHG) emissions are set out below. The data relates to UK emissions for the 12 month period from 1 July 2024 to 30 June 2025.

CC AGRITECH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 5 -
2025
Total energy consumption
27,980,964 kWh
Emissions from combusion of gas (Scope 1)
211 tCO2e
Emissions from combusion of fuel for the purpose of transport (Scope 1)
5,167 tCO2e
Emissions from purchased electricity (Scope 2)
1,065 tCO2e
Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel (Scope 3)
75 tCO2e
Total gross emissions
6,066 tCO2e
Emissions per sales quantity (per tonne)
0.03 tCO2e per sales quantity

Quantification and Reporting Methodology

We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. Therefore, energy use and emissions are aligned with financial reporting for the UK subsidiaries and exclude the non-UK based subsidiaries that would not qualify under the 2018 Regulations in their own right. The 2024 UK Government GHG Conversion Factors for Company Reporting published by the UK Department for Environment Food & Rural Affairs (DEFRA) are used to convert energy use in our operations to emissions of CO2e. Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method. This reflects the average emission of the grid where the energy consumption occurs. Data sources include billing, invoices and the Group’s internal systems. We purchase 100% renewable electricity for our Toremill, Birkhill, Smiddyseat, Mintlaw Blends and Duns Retail sites and have included an additional net emissions figure calculated using market-based factors to account for this in our report. For transport data where actual usage data (e.g. litres) was unavailable conversions were made using average fuel consumption factors to estimate the usage.

Intensity Ratio

We have chosen to report our gross emissions against total sales quantity.

Energy Efficiency Action

The group is committed to reducing the Environmental impact of our operations. In the period covered by the report, the company has renewed forklift contracts to electric forklifts, continued to offer electric vehicles for sales teams whilst committing to and reducing their mileage using technology to conduct meetings and added an environmental section at the conference to confirm intentions. The group has also reduced printing and associated postage by offering customers digital invoicing and receiving digital invoices from suppliers and increased their pallet size to 1.225 T (from 1 T) to improve efficiencies on site and at delivery.

On behalf of the board

C J Baxter
Director
6 March 2026
CC AGRITECH LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2025
- 6 -

The directors present their annual report and financial statements for the period ended 30 June 2025.

Results and dividends

The company was incorporated on 24 July 2024 and has elected to shorten their current accounting period to the 30 June 2025.

The results for the period are set out on page 13.

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

Directors

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

M C Meijnen
(Appointed 24 July 2024)
S D McLoughlin
(Appointed 24 July 2024)
C J Baxter
(Appointed 9 January 2025)
R J Baxter
(Appointed 9 January 2025)
S Kenyon
(Appointed 9 January 2025)
C S Peck
(Appointed 9 January 2025)
Financial instruments

The group's report profit and net assets are affected by fluctuations in foreign exchange rates. We manage, as deemed appropriate, the risks associated with these movements by taking forward positions across a range of foreign currencies, but do not use derivative financial instruments for speculative purposes.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

Johnston Carmichael LLP were appointed as auditor to the group 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 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 auditor of the company 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 auditor of the company is aware of that information.

CC AGRITECH LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 7 -
Matters addressed in the Strategic Report

The company has chosen in accordance with the Companies Act 2006, s. 414(C)11 to set out in the company's Strategic Report information required by Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of future developments and streamlined energy and carbon reporting.

On behalf of the board
C J Baxter
Director
6 March 2026
CC AGRITECH LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2025
- 8 -

The directors are responsible for preparing the Annual Report 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 group and company, 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

CC AGRITECH LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CC AGRITECH LIMITED
- 9 -
Opinion

We have audited the financial statements of CC Agritech Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 June 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 F inancial R eporting S tandard 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 the parent company's affairs as at 30 June 2025 and of the group's loss for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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 parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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.

CC AGRITECH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CC AGRITECH LIMITED
- 10 -

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 period 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 our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the directors' 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

CC AGRITECH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CC AGRITECH LIMITED
- 11 -

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and parent company and the sector in which they operate, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- UK GAAP;

- Companies Act 2006;

- Corporation Tax legislation;

- VAT legislation;

- Health & Safety at Work Act 1974; and

- General Data Protection Regulation.

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

- Management override of controls

- Revenue recognition

- Raw materials purchases

- Stock

- Acquisition accounting

The following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level of and reasoning behind the group’s and parent company’s procurement of legal and professional services;

- Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

- Performing audit procedures over the occurrence and cut -off of the revenue by testing revenue included in the nominal to supporting invoice and payment, ensuring cut-off procedures were appropriately applied by testing a sample of sales around the year end and performing controls testing over the key controls identified within the group’s and parent company’s revenue process;

- Performing audit procedures over the existence and completeness of stock by attending the stock counts and performing roll back procedures where appropriate;

- Performing audit procedures over the cut off of the raw materials purchased by testing samples around the year and ensuring it had been recorded in the correct financial period;

- We assessed the appropriateness of the company’s acquisition accounting for the business combination completed during the year. Our work included evaluating management’s identification of the acquisition date, reviewing the purchase agreement, and assessing whether the transaction had been appropriately recognised and measured in accordance with FRS 102;

- Completion of appropriate checklists and use of our experience to assess the group’s and parent company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

CC AGRITECH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CC AGRITECH LIMITED
- 12 -

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

Fiona Munro (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
6 March 2026
Statutory Auditor
Strathlossie House
Elgin Business Park
1 Kirkhill Avenue
Elgin
IV30 8DE
CC AGRITECH LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2025
- 13 -
period
ended
30 June
2025
Notes
£'000
Turnover
3
76,294
Cost of sales
(63,038)
Gross profit
13,256
Administrative expenses
(12,828)
Other operating income
445
Exceptional item
4
400
Operating profit
5
1,273
Interest receivable and similar income
9
46
Interest payable and similar expenses
10
(2,169)
Amounts written off investments
11
(9)
Loss before taxation
(859)
Tax on loss
12
(888)
Loss and total comprehensive expense for the financial period
28
(1,747)
Loss and total comprehensive expense for the financial period is all attributable to the owners of the parent company.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
CC AGRITECH LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2025
30 June 2025
- 14 -
2025
Notes
£'000
£'000
Fixed assets
Goodwill
13
10,566
Other intangible assets
13
11,378
Total intangible assets
21,944
Tangible assets
14
16,711
Investments
15
10
38,665
Current assets
Stocks
17
17,922
Debtors
18
23,836
Cash at bank and in hand
11,852
53,610
Creditors: amounts falling due within one year
19
(24,523)
Net current assets
29,087
Total assets less current liabilities
67,752
Creditors: amounts falling due after more than one year
20
(40,427)
Provisions for liabilities
Provisions
23
800
Deferred tax liability
24
3,772
(4,572)
Net assets
22,753
Capital and reserves
Called up share capital
26
775
Share premium account
27
23,725
Profit and loss reserves
28
(1,747)
Total equity
22,753
The financial statements were approved by the board of directors and authorised for issue on 6 March 2026 and are signed on its behalf by:
06 March 2026
C J Baxter
R J Baxter
Director
Director
CC AGRITECH LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2025
30 June 2025
- 15 -
2025
Notes
£'000
£'000
Current assets
Debtors
18
27,012
Creditors: amounts falling due within one year
19
(155)
Net current assets
26,857
Creditors: amounts falling due after more than one year
20
(2,500)
Net assets
24,357
Capital and reserves
Called up share capital
26
775
Share premium account
27
23,725
Profit and loss reserves
28
(143)
Total equity
24,357

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £143k.

The financial statements were approved by the board of directors and authorised for issue on 6 March 2026 and are signed on its behalf by:
06 March 2026
C J Baxter
R J Baxter
Director
Director
Company Registration No. SC817324
CC AGRITECH LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2025
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
Balance at 24 July 2024
-
-
-
-
Period ended 30 June 2025:
Loss and total comprehensive expense for the period
-
-
(1,747)
(1,747)
Issue of share capital
26
775
23,725
-
24,500
Balance at 30 June 2025
775
23,725
(1,747)
22,753
CC AGRITECH LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2025
- 17 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
Balance at 24 July 2024
-
-
-
-
Period ended 30 June 2025:
Loss and total comprehensive expense for the period
-
-
(143)
(143)
Issue of share capital
26
775
23,725
-
24,500
Balance at 30 June 2025
775
23,725
(143)
24,357
CC AGRITECH LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2025
- 18 -
2025
Notes
£'000
£'000
Cash flows from operating activities
Cash generated from/(absorbed by) operations
33
11,398
Interest paid
(2,169)
Income taxes refunded/(paid)
79
Net cash inflow/(outflow) from operating activities
9,308
Investing activities
Purchase of business
(42,210)
Purchase of tangible fixed assets
(868)
Proceeds on disposal of tangible fixed assets
208
Interest received
46
Net cash used in investing activities
(42,824)
Financing activities
Repayment of borrowings
(29,230)
Proceeds from borrowings
75,701
Payment of finance leases obligations
(1,103)
Net cash generated from/(used in) financing activities
45,368
Net increase in cash and cash equivalents
11,852
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
11,852
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
- 19 -
1
Accounting policies
Company information

CC Agritech Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Markethill Road, Turriff, AB53 4PA.

The group consists of CC Agritech Limited and all of its subsidiaries.

1.1
Accounting convention

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.

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 £'000.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures; and

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel and the requirement to disclose transactions with wholly owned members of the same group.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 20 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company CC Agritech Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The group has prepared cash flow projections for a period of 12 months from date of approval of these financial statements. Based on these and available sources of funding at the time of approving the financial statements, the directors have a reasonable expectation that the group and company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Reporting period

The group and parent company's financial statements have been prepared for the period 24 July 2024 to 30 June 2025. The group financial statements include the trading results of CC Agritech II Limited, The Harbro Group Limited and subsidiaries from their date of acquisition, being 9 January 2025.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the manufacture and supply of animal feedstuff and associated agricultural products and the provision of farming and haulage services. Turnover is shown net of VAT and trade discounts.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from the provision of agricultural services is recognised as the services are provided.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 21 -

Amortisation 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:

Patents & licences
10 years
1.9
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 of assets less their residual values over their useful lives on the following bases:

Freehold buildings
10 to 50 years
Leasehold land and buildings
Over shorter of remaining lease terms and 10 to 50 years
Leasehold improvements
Over remaining lease term
Plant and equipment
5 to 20 years
Fixtures and fittings
2 to 10 years
Motor vehicles
15% to 25% reducing balance

Freehold land is not depreciated.

Investment properties are treated as freehold buildings in line with section 16 of FRS 102.

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 recognised in the profit and loss account.

1.10
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 22 -
1.12
Stocks

Stocks are stated at the lower of cost net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Net realisable value is calculated as estimated selling price less costs to complete and sell.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 m ethod 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.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 23 -
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 group 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and other loans, 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. Amounts 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 subsequently 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 group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
Taxation

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

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 24 -
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 group’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 if, and only if, there is 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.

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
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.

1.19
Retirement benefits

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

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 25 -
1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.21
Foreign exchange

Transactions and balances

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Translation of overseas subsidiaries

Assets and liabilities of overseas subsidiaries are retranslated at the rate of exchange ruling at the balance sheet date. Income and expenses have been translated at the average rate of exchange as an approximation of the rate of exchange at the date of each transaction. All resulting exchange differences are recognised in other comprehensive income.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 26 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful life of goodwill

Determining the useful life of group goodwill of £11,119k requires an estimation of the expected period in which economic benefits are expected to flow to the entity. This requires the entity to estimate the future cash flows expected to arise from each of the cash generating units and the period in which they arise and continue for the foreseeable to determine the appropriate period for goodwill to be amortised over.

Dilapidations provision

The group is required to identify if there are any lease agreements which they have entered into as a lessee which include an obligation within them for the group to incur costs at the end of the lease to reflect any damage to the premises in order to reinstate it to the original condition at the start of the lease. The group must estimate the cost of any such work required based on the condition of the property at the year-end and a provision should be included within the financial statements in advance for these costs. In arriving at this provision, the group has regard to any quotes or estimates obtained specific to an individual property.

3
Turnover and other revenue
2025
£'000
Turnover analysed by class of business
Animal feedstuffs and agricultural supplies
74,771
Haulage contracting
1,523
76,294
2025
£'000
Turnover analysed by geographical market
United Kingdom
75,692
United States
54
Europe
500
Rest of the World
48
76,294
4
Exceptional item
2025
£'000
Income
Proceeds from settlement
400

The group has recognised income in relation to an out-of-court settlement.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 27 -
5
Operating profit
2025
£'000
Operating profit for the period is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
18
Depreciation of owned tangible fixed assets
1,166
Depreciation of tangible fixed assets held under finance leases
251
Profit on disposal of tangible fixed assets
(22)
Amortisation of intangible assets
1,104
Operating lease charges
824
6
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£'000
For audit services
Audit of the financial statements of the group and company
18
Audit of the financial statements of the company's subsidiaries
141
159
For services in respect of associated pension schemes
Audit-related assurance services
3
7
Employees

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

Group
Company
2025
2025
Number
Number
Production and distribution
385
-
Sales, administration and directors
107
-
492
0
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
7
Employees
(Continued)
- 28 -

Their aggregate remuneration comprised:

Group
Company
2025
2025
£'000
£'000
Wages and salaries
9,072
-
0
Social security costs
904
-
Pension costs
347
-
0
10,323
-
0
8
Directors' remuneration
2025
£'000
Remuneration for qualifying services
558
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
£'000
Remuneration for qualifying services
100

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5.

9
Interest receivable and similar income
2025
£'000
Interest income
Interest on bank deposits
35
Other interest income
11
Total income
46
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 29 -
10
Interest payable and similar expenses
2025
£'000
Interest on bank overdrafts and loans
1,908
Other interest on financial liabilities
78
Interest on finance leases and hire purchase contracts
43
Other interest
140
Total finance costs
2,169
11
Other losses
2025
£'000
Loss on hedge item in a fair value hedge
(9)
12
Taxation
2025
£'000
Current tax
UK corporation tax on profits for the current period
928
Deferred tax
Origination and reversal of timing differences
(40)
Total tax charge
888

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

2025
£'000
Loss before taxation
(859)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(215)
Tax effect of expenses that are not deductible in determining taxable profit
769
Depreciation on assets not qualifying for tax allowances
52
Amortisation on assets not qualifying for tax allowances
281
Research and development tax credit
(23)
Other permanent differences
24
Taxation charge
888
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 30 -
13
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£'000
£'000
£'000
Cost
At 24 July 2024
-
0
-
0
-
0
Additions - business combinations
11,098
11,950
23,048
At 30 June 2025
11,098
11,950
23,048
Amortisation and impairment
At 24 July 2024
-
0
-
0
-
0
Amortisation charged for the period
532
572
1,104
At 30 June 2025
532
572
1,104
Carrying amount
At 30 June 2025
10,566
11,378
21,944
The company had no intangible fixed assets at 30 June 2025.
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 31 -
14
Tangible fixed assets
Group
Freehold buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 24 July 2024
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Additions
-
0
16
-
0
239
1,023
1,112
2,390
Business combinations
2,975
4,963
36
4,484
807
2,657
15,922
Disposals
-
0
-
0
-
0
(30)
(21)
(686)
(737)
At 30 June 2025
2,975
4,979
36
4,693
1,809
3,083
17,575
Depreciation and impairment
At 24 July 2024
-
0
-
0
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
125
42
5
569
230
446
1,417
Eliminated in respect of disposals
-
0
-
0
-
0
(20)
(18)
(515)
(553)
At 30 June 2025
125
42
5
549
212
(69)
864
Carrying amount
At 30 June 2025
2,850
4,937
31
4,144
1,597
3,152
16,711
The company had no tangible fixed assets at 30 June 2025.
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
14
Tangible fixed assets
(Continued)
- 32 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2025
£'000
£'000
Plant and equipment
501
-
0
Motor vehicles
3,744
-
0
4,245
-
15
Fixed asset investments
Group
Company
2025
2025
£'000
£'000
Unlisted investments
10
-
0

Investments in the parent company at 30 June 2025 were £1.

Movements in fixed asset investments
Group
Unlisted Investments
£'000
Cost
At 24 July 2024
-
Additions - business acquisitions
10
At 30 June 2025
10
Carrying amount
At 30 June 2025
10
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
15
Fixed asset investments
(Continued)
- 33 -
Company
Shares in subsidiary undertakings
£
Cost
Additions
1
At 30 June 2025
1
Carrying amount
At 30 June 2025
1

The above amount is stated in £ and not in £'000.

16
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
CC Agritech II Limited
(A)
Group holding company
Ordinary
100.00
-
The Harbro Group Limited
(A)
Group holding company
Ordinary
0
100.00
Strathclyde Nutrition Limited
(A)
Animal Feed and Chemicals
Ordinary
0
100.00
Harbro Limited
(A)
Manufacture of prepared feeds for farm animals
Ordinary
0
100.00
Harbro Nutrition
(B)
Animal Feed Distribution
Ordinary
0
100.00
Transpan (Scotland) Limited
(A)
Haulage Contractor
Ordinary
0
100.00
Feedmix Limited
(A)
Dormant
Ordinary
0
100.00
Agricultural and Ironmongery Supplies Limited
(A)
Dormant
Ordinary
0
100.00
Tore Mill Limited
(A)
Dormant
Ordinary
0
100.00
Murray Farm Care Limited
(A)
Sale of pet goods and other related leisure
Ordinary
0
100.00
Russell's Country Store Limited
(A)
Dormant
Ordinary
0
100.00
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
16
Subsidiaries
(Continued)
- 34 -

(A) Registered office of Markethill Road, Turriff, AB53 4PA.

(B) Registered office of Termini, 3 Arkle Road, Sandyford, Dublin, D18 C9C5, Ireland.

The Harbro Group Limited is a subsidiary of CC Agritech II Limited.

Feedmix Limited, Harbro Limited, Strathclyde Nutrition Limited and Transpan (Scotland) Limited are subsidiaries of The Harbro Group Limited.

Agricultural and Ironmongery Supplies Limited, Harbro Nutrition, Tore Mill Limited, Murray Farm Care Limited and Russell's Country Store Limited are all subsidiaries of Harbro Limited. Russell's Country Store Limited was dissolved on 13 January 2026.

Murray Farmcare Limited (Registration number SC225423) is exempt from the audit requirements of their individual accounts in relation to S479A of the Companies Act 2006 relating to subsidiary companies. This guarantee has been provided by The Harbro Group Limited.

17
Stocks
Group
Company
2025
2025
£'000
£'000
Raw materials and consumables
125
-
Finished goods and goods for resale
17,797
-
0
17,922
-

Stocks are stated after provisions for impairment of £466k.

18
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£'000
£'000
Trade debtors
19,920
-
0
Corporation tax recoverable
384
-
0
Amounts owed by group undertakings
-
27,012
Other debtors
1,198
-
0
Prepayments and accrued income
2,328
-
0
23,830
27,012
Deferred tax asset (note 24)
6
-
0
23,836
27,012

Trade debtors disclosed above are measured at amortised cost. Trade debtors are stated after provisions for impairment of £985k. Bad debts of £282k have been written off through the profit and loss account in the period.

Amounts owed by group undertakings in the parent company are interest free, unsecured and repayable on demand.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 35 -
19
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£'000
£'000
Bank loans
21
43
-
0
Obligations under finance leases
22
1,104
-
0
Trade creditors
16,737
-
0
Amounts owed to group undertakings
-
0
14
Corporation tax payable
1,484
3
Other taxation and social security
880
-
Other creditors
420
-
0
Accruals and deferred income
3,855
138
24,523
155

Amounts due to group undertakings in the parent company are interest free, unsecured and repayable on demand.

20
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£'000
£'000
Bank loans and overdrafts
21
36,780
-
0
Obligations under finance leases
22
1,053
-
0
Other borrowings
21
2,500
2,500
Other creditors
94
-
0
40,427
2,500
21
Loans and overdrafts
Group
Company
2025
2025
£'000
£'000
Bank loans
36,823
-
0
Other loans
2,500
2,500
39,323
2,500
Payable within one year
43
-
0
Payable after one year
39,280
2,500

The bank holds a bond and floating charge over the company's assets together with a standard security over certain of the group's properties. Cross-guarantees are in place with subsidiary companies.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
21
Loans and overdrafts
(Continued)
- 36 -

Bank Loans

Included within bank loans is a revolved credit facility with Oaknorth Bank Plc of £30,000k which is repayable in full on or by 19 May 2030.

Included within bank loans is a loan with Three Hills Thalia Fo1 S.C.Sp of £6,779k which is repayable in full on or by 19 May 2030.

Interest is applied on both balances and is accrues at the aggregate of the term reference rate and margin. The term reference rate is the applicable rate quoted for a period of equal length to the remaining period of the facility loan agreement.

Other Loans

The parent company issued £2.5m of unsecured subordinated redeemable loan notes as part of the Harbro Group acquisition. The notes carry fixed interest of 15% which capitalises annually and are redeemable on a change of control or earlier at the parent company’s or noteholder’s option, all subject to the intercreditor agreement. Due to features including subordination and the USD redemption option, the instrument does not meet the criteria for a basic financial instrument under FRS 102, and is therefore accounted for under Section 12 and measured at fair value through profit or loss.

22
Finance lease obligations
Group
Company
2025
2025
£'000
£'000
Future minimum lease payments due under finance leases:
Within one year
1,104
-
0
In two to five years
1,053
-
0
2,157
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Finance lease obligations are secured over the related assets.

23
Provisions for liabilities
Group
Company
2025
2025
£'000
£'000
Dilapidations
800
-
Movements on provisions:
Dilapidations
Group
£'000
On acquisition
800
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
23
Provisions for liabilities
(Continued)
- 37 -

The dilapidation provision relates to the obligation of the group to restore premises under leases to their original condition on expiry of the lease. Further details can be found in note 2.

24
Deferred taxation

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

Liabilities
Assets
2025
2025
Group
£'000
£'000
Accelerated capital allowances
330
-
Other timing differences
(370)
-
Acquisitions
3,812
6
3,772
6
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the period:
£'000
£'000
Asset at 24 July 2024
-
-
Credit to profit or loss
(40)
-
On aquisition
3,806
-
Liability at 30 June 2025
3,766
-

Deferred tax has been calculated using the rate effective in the period it is expected to reverse.

25
Retirement benefit schemes
2025
Defined contribution schemes
£'000
Charge to profit or loss in respect of defined contribution schemes
347

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions outstanding and payable at the year-end included within creditors are £115k.

CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 38 -
26
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£'000
Issued and fully paid
Ordinary shares of £'0001 each
774,992
775

On incorporation, 2 Ordinary shares were issued at par value.

On 9 January 2025, 774,990 Ordinary shares were issued for consideration of £24,500k. This consideration was non-cash and represented conversion of loan notes.

27
Share premium account

The share premium account records the amount above the nominal value received for shares sold, less transaction costs.

28
Profit and loss reserves

The profit and loss reserves represent accumulated profits less distributions.

29
Acquisition of a business

On 9 January 2025 the group acquired 100% percent of the issued capital of The Harbro Group Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£'000
£'000
£'000
Intangible assets
503
11,447
11,950
Property, plant and equipment
11,913
4,009
15,922
Investments
10
-
10
Inventories
15,354
3,054
18,408
Trade and other receivables
24,366
-
24,366
Cash and cash equivalents
2,661
-
2,661
Corporate tax recoverable
295
-
295
Borrowings
(2,550)
-
(2,550)
Obligations under finance leases
(1,738)
-
(1,738)
Trade and other payables
(18,263)
-
(18,263)
Tax liabilities
(475)
-
(475)
Provisions
(800)
-
(800)
Deferred tax asset
6
-
6
Deferred tax liability
(825)
(2,987)
(3,812)
Total identifiable net assets
30,457
15,523
45,980
Goodwill
11,191
Total consideration
57,171
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
29
Acquisition of a business
(Continued)
- 39 -
The consideration was satisfied by:
£'000
Cash
44,871
Bank loans
12,300
57,171
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£'000
Turnover
76,294
Profit after tax
1,444
30
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2025
£'000
£'000
Within one year
2,702
-
Between two and five years
10,096
-
In over five years
916
-
13,714
-
31
Related party transactions
Transactions with related parties

During the period the group entered into the following transactions with related parties:

Purchases
2025
£'000
Group
Other related parties
22
CC AGRITECH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
31
Related party transactions
(Continued)
- 40 -

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
£'000
Group
Shareholders'
2,500
Other related parties
10
32
Controlling party

The ultimate controlling party is considered to be Convent Capital AFF Cooperative, an investment fund based in the Netherlands, by virtue of its ownership of the share capital.

33
Cash generated from/(absorbed by) group operations
2025
£'000
Loss for the period after tax
(1,747)
Adjustments for:
Taxation charged
888
Finance costs
2,169
Investment income
(46)
Gain on disposal of tangible fixed assets
(22)
Amortisation and impairment of intangible assets
1,104
Depreciation and impairment of tangible fixed assets
1,417
Movements in working capital:
Decrease in stocks
486
Decrease in debtors
920
Increase in creditors
6,229
Cash generated from/(absorbed by) operations
11,398
34
Analysis of changes in net debt - group
24 July 2024
Cash flows
Acquisitions and disposals
30 June 2025
£'000
£'000
£'000
£'000
Cash at bank and in hand
-
11,852
-
11,852
Borrowings excluding overdrafts
-
(51,200)
11,877
(39,323)
Obligations under finance leases
-
(1,103)
(1,054)
(2,157)
-
(40,451)
10,823
(29,628)
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