REGISTERED NUMBER: 10301795 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 30 September 2025

for

Frugro Limited

Page

Company Information

1

Strategic Report

2

to

3

Report of the Directors

4

to

5

Report of the Independent Auditors

6

to

9

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

to

17

DIRECTORS:

Mr J V White

Mr A C Beba

Mr P A Bailey

REGISTERED OFFICE:

Tingdene House

21-24 Bradfield Road

Wellingborough

Northamptonshire

NN8 4HB

REGISTERED NUMBER:

10301795 (England and Wales)

SENIOR STATUTORY AUDITOR:

Adam Billingham BFP FCA

AUDITORS:

Clifford Roberts

Chartered Accountants &

Statutory Auditors

Pacioli House

9 Brookfield

Duncan Close

Northampton

Northamptonshire

NN3 6WL

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

REVIEW OF BUSINESS

Principal Activities

The principal activity of the group during the year continued to be the wholesale of fruits and vegetables. The Directors report that the group made a profit before tax of £764,159 (2024: £549,542). Shareholders funds amounted to £1,881,843 (2024: £1,309,108).

Key performance indicators ('KPIs')

2025

2024

£

£

Sales growth

27.77%

40.94%

Turnover

56,849,359

44,495,005

Profit/(Loss) before taxation

764,159

549,542

Shareholder's funds

1,881,843

1,309,108

Gross profit margin

5.52%

5.52%

Net profit margin

1.34%

1.24%

The key performance indicators reflect a year of strong growth.

PRINCIPAL RISKS AND UNCERTAINTIES

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board.

General economic Risk

The company is exposed to general economic risk, including changes in the economic outlook which could have an impact on the fruit and vegetable industry. Increasing levels of inflation and disruption to supply chains caused by various worldwide events and the financial and economic uncertainty that this brings. The company is also exposed to the risk of future government changes in industrial, fiscal, monetary or regulatory policies. The company has an effective revenue strategy by monitoring costs and demand. This reduces, though does not eliminate, the financial impact arising from such adverse conditions.

Price Risk

The company is exposed to price risk due to normal inflationary increases in the purchase price of goods and services in the UK.

Quality risk

Failure to meet customer expectation in terms of quality. The company focuses on maintaining the quality of their fruit and vegetables by ensuring the right conditions are set for storage and display areas by having sufficient ventilation. The Directors work closely with customers and suppliers to ensure that the products meet or exceed expectations as far as possible.

Credit risk

The company seeks to manage its credit risk by establishing clear contractual relationships with customers and by identifying and addressing any credit issues arising in a timely manner. There is also a policy in place to carry out appropriate credit checks on potential customers before sales are made.

Liquidity Risk

Management maintain cash flow in order to ensure the company is able to meet its liabilities as they fall due.

FUTURE DEVELOPMENTS

The management are focused on improving sales of fruits and vegetables and continuing to increase profitability.

ON BEHALF OF THE BOARD:

Mr J V White - Director

7 May 2026

The directors present their report with the financial statements of the company for the year ended 30 September 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2025.

DIRECTORS

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

Mr J V White

Mr A C Beba

Other changes in directors holding office are as follows:

Mr P A Bailey - appointed 6 August 2025

DISCLOSURE IN THE STRATEGIC REPORT

The disclosures relating to events occurring after the year end, likely future developments and research and development activities are disclosed within the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the 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 company 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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clifford Roberts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr J V White - Director

7 May 2026

Opinion

We have audited the financial statements of Frugro Limited (the 'company') for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 company's affairs as at 30 September 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the 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 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.

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:

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 obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK Generally Accepted Accounting Practice, UK corporate taxation laws.

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and by observing the oversight of management, the culture of honesty and ethical behaviour and whether strong emphasis is placed on fraud prevention, which may reduce the opportunities for fraud to take place, and fraud deterrence, which could persuade individuals not to commit fraud in the first instance. We corroborated our inquiries through our review of all relevant available audit information.

> identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

> understanding of how senior management considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

> challenging assumptions and judgements made by management in its significant accounting estimates;

> performing audit work 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 reviewing accounting estimates for bias; and,

> assessing the extent of compliance with relevant laws and regulations.

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

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.

Adam Billingham BFP FCA (Senior Statutory Auditor)

for and on behalf of Clifford Roberts

Chartered Accountants &

Statutory Auditors

Pacioli House

9 Brookfield

Duncan Close

Northampton

Northamptonshire

NN3 6WL

7 May 2026

TURNOVER

3

56,849,359

44,495,005

Cost of sales

53,712,287

42,040,020

GROSS PROFIT

3,137,072

2,454,985

Administrative expenses

2,382,120

1,921,002

754,952

533,983

Other operating income

9,207

15,559

OPERATING PROFIT and

PROFIT BEFORE TAXATION

764,159

549,542

Tax on profit

6

191,424

146,026

PROFIT FOR THE FINANCIAL YEAR

572,735

403,516

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

572,735

403,516

FIXED ASSETS

Tangible assets

7

103,087

126,062

CURRENT ASSETS

Stocks

8

683,008

434,471

Debtors

9

5,609,486

7,598,918

Cash at bank

3,223,592

1,929,325

9,516,086

9,962,714

CREDITORS

Amounts falling due within one year

10

7,711,558

8,748,152

NET CURRENT ASSETS

1,804,528

1,214,562

TOTAL ASSETS LESS CURRENT LIABILITIES

1,907,615

1,340,624

PROVISIONS FOR LIABILITIES

11

25,772

31,516

NET ASSETS

1,881,843

1,309,108

CAPITAL AND RESERVES

Called up share capital

12

2

2

Retained earnings

13

1,881,841

1,309,106

SHAREHOLDERS' FUNDS

1,881,843

1,309,108

The financial statements were approved by the Board of Directors and authorised for issue on 7 May 2026 and were signed on its behalf by:

Mr J V White - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2023

2

905,590

905,592

Changes in equity

Profit for the year

-

403,516

403,516

Total comprehensive income

-

403,516

403,516

Total transactions with owners, recognised directly in equity

-

-

-

Balance at 30 September 2024

2

1,309,106

1,309,108

Changes in equity

Profit for the year

-

572,735

572,735

Total comprehensive income

-

572,735

572,735

Total transactions with owners, recognised directly in equity

-

-

-

Balance at 30 September 2025

2

1,881,841

1,881,843

1.	STATUTORY INFORMATION

Frugro 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 Company 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.

The financial statements are presented in Sterling (£) and are made up to 30th September each year.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

Related party exemption

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

Revenue

Turnover represents net invoices sale of goods and services, excluding value added tax.

Tangible fixed assets

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

Plant and machinery

-

20% on cost

Computer equipment

-

33% on cost

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 year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Cash and cash equivalents

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

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.

TURNOVER

The company classifies its revenue as all generated from one class of business, being the sale of fresh produce.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 September 2025 nor for the year ended 30 September 2024.

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

2025

2024

Directors

3

2

2025

2024

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

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

2025

2024

£

£

Depreciation - owned assets

22,975

15,092

Auditors' remuneration

15,000

15,000

Foreign exchange differences

(14,537

)

(3,862

)

6.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

197,168

114,510

Deferred tax

(5,744

)

31,516

Tax on profit

191,424

146,026

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

764,159

549,542

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

191,040

137,386

Effects of:

Expenses not deductible for tax purposes

384

3,999

Capital allowances in excess of depreciation

-

(26,875

)

Depreciation in excess of capital allowances

5,744

-

Deferred tax movement

(5,744

)

31,516

Total tax charge

191,424

146,026

7.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1 October 2024

and 30 September 2025

154,829

755

155,584

DEPRECIATION

At 1 October 2024

29,039

483

29,522

Charge for year

22,724

251

22,975

At 30 September 2025

51,763

734

52,497

NET BOOK VALUE

At 30 September 2025

103,066

21

103,087

At 30 September 2024

125,790

272

126,062

8.

STOCKS

2025

2024

£

£

Stocks

683,008

434,471

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

5,425,376

7,350,578

VAT

171,291

241,638

Prepayments and accrued income

12,819

6,702

5,609,486

7,598,918

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

4,970,460

5,732,458

Amounts owed to group undertakings

21,392

60,000

Tax

197,168

114,510

Other creditors

-

1,010,659

Accrued expenses

2,522,538

1,830,525

7,711,558

8,748,152

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

25,772

31,516

Deferred

tax

£

Balance at 1 October 2024

31,516

Provided during year

(5,744

)

Balance at 30 September 2025

25,772

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

£1

1

1

1

A Ordinary

£1

1

1

2

2

Called Up Share Capital - represents the nominal value of shares that have been issued.

13.

RESERVES

Retained

earnings

£

At 1 October 2024

1,309,106

Profit for the year

572,735

At 30 September 2025

1,881,841

Retained Earnings - includes all current and prior period retained profits and losses.

14.	RELATED PARTY DISCLOSURES

During the year, payments totalling £1,004,929 were made to Fresh Stream Growers Limited, a company under common control.

15.	ULTIMATE CONTROLLING PARTY

The controlling party is Fresh Stream Services Limited.