REGISTERED NUMBER: 16120568 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 5 December 2024 to 30 September 2025

for

Allensmore Group Holdings

Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

Directors:

Mrs R L Taylor

M A Taylor

Registered office:

Allensmore Nurseries

Tram Inn

Allensmore

Hereford

HR2 9AN

Registered number:

16120568 (England and Wales)

Auditors:

Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

The directors present their strategic report of the company and the group for the period 5 December 2024 to 30 September 2025.

Review of business

Allensmore Nurseries Group Holdings Limited acquired 100% of the share capital of Allensmore Nurseries Limited on 7 February 2025. Turnover for the period from the date of acquisition was £24.95m.

Allensmore Nurseries Limited achieved another record annual turnover of £27.3m, with a strong performance across all customers and market sectors. Sales demand remained high, supported by a strong offering of high-quality home-grown plants, supplemented with stock from specialist growers.

Gross profit margin improved slightly during the year, mainly as a result of improved control of labour costs. A strategic decision was made to employ more staff through government visa schemes rather than rely on agency workers. In the coming years, the Directors expect that investment at Madley Green will deliver economies of scale and help reduce operational labour costs, one of the Company's largest cost bases. With the continued increase in the National Living Wage, maintaining gross profit margin levels into 2026 will be challenging; however, the business continues to focus on improving efficiencies wherever possible.

Despite these challenges, the Directors retain a positive trading outlook and continue to invest in the development and expansion of the Company's home-grown plant range. This ongoing focus on quality and range development is expected to support further growth in sales volumes and profitability.

During the 2024/25 financial year, over £1.68m was invested in capital expenditure. This included the second of four phases of development at the Company's new 71-acre Madley Green nursery. Once complete, this site will provide a sustainable and environmentally friendly nursery, providing facilities for new plant ranges. Additional investment was made in new open-skies polytunnels, as well as plant and machinery.

The Directors are extremely pleased with the decision to adopt peat-free potting and production media. Even during the long, hot summer of 2025, plant quality was unaffected. The Company's "Perfect" rose range continues to perform exceptionally well, and the investment in rose production is delivering strong returns.

The Company has remained focused on producing the highest quality plants and continues to invest significantly in its infrastructure to support this objective. Alongside the development of excellent facilities, the Directors recognise the importance of employing highly skilled growers. Accordingly, investment was also made during the year in strengthening the technical team and recruiting new apprentices.

The Directors are pleased to present a strong trading performance, balance sheet, and cashflow for the year, and remain confident and enthusiastic about the outlook for 2026.

The business uses the following Key Performance Indicators to measure performance:

- Detailed monthly and year to date management accounts monitoring trading, balance sheet and cash flow against budgets and prior years

- Monthly monitoring of sales margins by product and customer

- Wages, distribution costs and overheads compared to budget and as percentage of sales

- Debtors are continually monitored and debtor days measured

- We measure credit notes as a percentage of sales

- We measure waste as a percentage of sales and stock values, and compare with prior years.

Principal risks and uncertainties

The directors aim to minimise risk and uncertainty through good business and financial management. Key actions include:

- Fixing buying and selling prices in advance

- Continually reviewing and proactively managing our foreign currency risks. We agree exchange rates assumptions with customers in advance, and forward buy a significant proportion of our requirements

- We insure all our sales through a bad debt protection policy where available

- We agree payment terms with customers and suppliers

- We employ sensible credit control procedures to ensure good cash flow and avoid bad debts

- We prudently insure assets and appropriate business risks

- We endeavour to recruit, retain, train and develop staff to broaden and strengthen our team

- We actively engage in research and development to expand our product range and continually improve the quality of the plants on offer to existing and new customers.

On behalf of the board:

Mrs R L Taylor - Director

23 April 2026

The directors present their report with the financial statements of the company and the group for the period 5 December 2024 to 30 September 2025.

Incorporation

The group was incorporated on 5 December 2024 and commenced trading on the same date.

Dividends

During the period interim dividends of £0.632 per A Ordinary share were paid (£24,000) and £16.667 per B Ordinary share (£33,333). The directors recommend a final dividend of £3.289per A Ordinary share (£125,000).

The total distribution of dividends for the period ended 30 September 2025 will be £182,333.

Directors

The directors who have held office during the period from 5 December 2024 to the date of this report are as follows:

Mrs R L Taylor - appointed 5 December 2024

M A Taylor - appointed 5 December 2024

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

Political donations and expenditure

There were no political donations made in the year.

Statement of directors' responsibilities

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

Statement as to disclosure of information to auditors

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

Auditors

The auditors, Acre Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

Mrs R L Taylor - Director

23 April 2026

Opinion

We have audited the financial statements of Allensmore Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2025 and of the group's profit for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We enquired with management about the legal framework that the company operates in. We also enquired about the risk of fraud and whether they were aware of any instances of fraud.

We communicated the outcome of this risk assessment with the audit team and planned our audit work accordingly. Our work in these areas is limited to analytical procedures and inspection of relevant documentation. Where a breach of operational regulations is not disclosed to us, or it is not evident from documentation that we receive during the audit, an audit will not detect that breach.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Russell Spencer (Senior Statutory Auditor)

for and on behalf of Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

23 April 2026

TURNOVER

24,954,502

Cost of sales

(15,819,095

)

GROSS PROFIT

9,135,407

Distribution costs

(2,650,492

)

Administrative expenses

(3,597,243

)

2,887,672

Other operating income

262,815

OPERATING PROFIT

4

3,150,487

Interest receivable and similar income

32,072

3,182,559

Interest payable and similar expenses

5

(13,553

)

PROFIT BEFORE TAXATION

3,169,006

Tax on profit

6

(524,377

)

PROFIT FOR THE FINANCIAL PERIOD

2,644,629

Profit attributable to:

Owners of the parent

2,644,629

PROFIT FOR THE PERIOD

2,644,629

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

2,644,629

Total comprehensive income attributable to:

Owners of the parent

2,644,629

FIXED ASSETS

Intangible assets

9

7,334,680

Tangible assets

10

5,094,418

Investments

11

-

Investment property

12

1,392,000

13,821,098

CURRENT ASSETS

Stocks

13

3,292,318

Debtors

14

2,958,995

Cash at bank

4,471,114

10,722,427

CREDITORS

Amounts falling due within one year

15

(5,824,944

)

NET CURRENT ASSETS

4,897,483

TOTAL ASSETS LESS CURRENT LIABILITIES

18,718,581

PROVISIONS FOR LIABILITIES

18

(766,414

)

ACCRUALS AND DEFERRED INCOME

19

(100,907

)

NET ASSETS

17,851,260

CAPITAL AND RESERVES

Called up share capital

20

40,000

Merger Reserve

21

15,348,964

Retained earnings

21

2,462,296

SHAREHOLDERS' FUNDS

17,851,260

The financial statements were approved by the Board of Directors and authorised for issue on 23 April 2026 and were signed on its behalf by:

M A Taylor - Director

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

-

Investments

11

15,388,964

Investment property

12

1,392,000

16,780,964

CURRENT ASSETS

Debtors

14

745,220

Cash at bank

14,780

760,000

CREDITORS

Amounts falling due within one year

15

(1,400,000

)

NET CURRENT LIABILITIES

(640,000

)

TOTAL ASSETS LESS CURRENT LIABILITIES

16,140,964

CAPITAL AND RESERVES

Called up share capital

20

40,000

Merger Reserve

21

15,348,964

Retained earnings

21

752,000

SHAREHOLDERS' FUNDS

16,140,964

Company's profit for the financial year

934,333

The financial statements were approved by the Board of Directors and authorised for issue on 23 April 2026 and were signed on its behalf by:

M A Taylor - Director

Called up

share

Retained

Merger

Total

capital

earnings

Reserve

equity

£

£

£

£

Changes in equity

Increase in share capital

40,000

-

-

40,000

Dividends

-

(182,333

)

-

(182,333

)

Total comprehensive income

-

2,644,629

15,348,964

17,993,593

Balance at 30 September 2025

40,000

2,462,296

15,348,964

17,851,260

Called up

share

Retained

Merger

Total

capital

earnings

Reserve

equity

£

£

£

£

Changes in equity

Increase in share capital

40,000

-

-

40,000

Dividends

-

(182,333

)

-

(182,333

)

Total comprehensive income

-

934,333

15,348,964

16,283,297

Balance at 30 September 2025

40,000

752,000

15,348,964

16,140,964

Cash flows from operating activities

Cash generated from operations

1

2,403,047

Interest paid

(13,453

)

Interest element of hire purchase payments paid

(100

)

Other interest not received

(12,284

)

Grant income received in advance

(16,843

)

Tax paid

(115,000

)

Net cash from operating activities

2,245,367

Cash flows from investing activities

Purchase of intangible fixed assets

(40,000

)

Purchase of tangible fixed assets

(1,094,221

)

Purchase of investment property

(1,392,000

)

Sale of tangible fixed assets

18,650

On acquisition of subsidiary

3,464,472

Interest received

32,072

Net cash from investing activities

988,973

Cash flows from financing activities

Capital repayments in year

(20,893

)

Amount introduced by directors

1,400,000

Share issue

40,000

Equity dividends paid

(182,333

)

Net cash from financing activities

1,236,774

Increase in cash and cash equivalents

4,471,114

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

4,471,114

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

£

Profit before taxation

3,169,006

Depreciation charges

1,245,923

Profit on disposal of fixed assets

(2,670

)

Finance costs

13,553

Finance income

(32,072

)

4,393,740

Increase in stocks

(3,292,318

)

Increase in trade and other debtors

(2,958,995

)

Increase in trade and other creditors

4,260,620

Cash generated from operations

2,403,047

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 30 September 2025

30.9.25

5.12.24

£

£

Cash and cash equivalents

4,471,114

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 5.12.24

Cash flow

At 30.9.25

£

£

£

Net cash

Cash at bank

-

4,471,114

4,471,114

-

4,471,114

4,471,114

Debt

Finance leases

-

(2,937

)

(2,937

)

-

(2,937

)

(2,937

)

Total

-

4,468,177

4,468,177

1.	STATUTORY INFORMATION

Allensmore Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax, except in respect of service contracts where turnover is recognised when the company obtains the right to consideration.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2025, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

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

Tangible fixed assets

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

Freehold property

-

Land not depreciated

Short leasehold

-

4% to 20% on cost

Plant and machinery

-

10% to 33 1/3% on cost

Fixtures and fittings

-

15% to 33 1/3% on cost

Motor vehicles

-

10% to 50% on cost

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

6,298,714

Social security costs

590,563

Other pension costs

131,897

7,021,174

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

Production staff

125

Administrative staff

31

Other staff

58

214

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

£

Directors' remuneration

59,267

Directors' pension contributions to money purchase schemes

79,032

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£

Hire of plant and machinery

188,004

Other operating leases

317,025

Depreciation - owned assets

722,018

Profit on disposal of fixed assets

(2,670

)

Goodwill amortisation

523,906

Auditors' remuneration

32,000

Foreign exchange differences

(4,243

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Bank interest

13,453

Hire purchase

100

13,553

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

£

Current tax:

UK corporation tax

525,690

Deferred tax

(1,313

)

Tax on profit

524,377

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

£

Profit before tax

3,169,006

Profit multiplied by the standard rate of corporation tax in the UK of 25 %

792,252

Effects of:

Expenses not deductible for tax purposes

4,207

Utilisation of tax losses

(376,686

)

Non deductible goodwill

130,977

Depreciation on assets ineligible for CA's

7,091

Enhanced taxation deduction arising from R&D expenditure

(33,464

)

Total tax charge

524,377