REGISTERED NUMBER: 09360931 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 July 2025

for

Fountain Fresh Imports Ltd and it's

subsidiaries

Page

Company information

1

Group strategic report

2

to

4

Report of the directors

5

to

6

Report of the independent auditors

7

to

10

Consolidated income statement

11

Consolidated other comprehensive income

12

Consolidated statement of financial position

13

Company statement of financial position

14

Consolidated statement of changes in equity

15

Company statement of changes in equity

16

Consolidated statement of cash flows

17

Notes to the consolidated statement of cash flows

18

Notes to the consolidated financial statements

19

to

36

Directors:

A Lawrence

J Hanson

J Lawrence

K Lawrence

Registered office:

Fountain House

Walton Road

Walsoken

Wisbech

Cambs

PE14 7AG

Registered number:

09360931 (England and Wales)

Auditors:

Sumer Audit

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

We aim to present a balanced and comprehensive report of the development and performance of our business during the year and its position at the year end. Our report is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

Review of business

The Group's principal activity continues to be the importation and sale of fresh fruit, vegetables and salad products.

Following a prolonged period of expansion in which the Group successfully increased its market share, the year under review represents a deliberate shift in strategic focus toward consolidation. This has included the refinement of the Group's customer base and a rationalisation of its product portfolio, enabling management to concentrate on higher-quality, more sustainable revenue streams.

This approach has allowed the Group to strengthen relationships with core customers, improve operational efficiencies and deliver more consistent financial performance. While turnover reduced slightly to £52.7m (2024: £55.2m), this reflects a more disciplined trading approach, with emphasis placed on margin protection and quality of earnings rather than volume alone. As a result, operating profit increased to £1.14m (2024: £0.62m) and the Group returned to profitability with a profit after tax of £0.48m (2024: loss of £0.15m).

Principal risks and uncertainties

The principal risks facing the Group remain consistent with prior years and include:

-

Exposure to agricultural conditions affecting supply and pricing

-

Foreign exchange risk, particularly in relation to Euro-denominated purchases

-

Macroeconomic conditions impacting customer demand and cost inflation

The Group continues to mitigate these risks through forward purchasing, currency hedging and maintaining strong supplier and customer relationships.

Strategic development

During the year, the Group made the decision to withdraw from its direct growing project in Morocco. While the project formed part of a broader strategy to vertically integrate supply, it was subject to ongoing operational and logistical challenges which limited its effectiveness and financial viability. The Board determined that continued investment would not align with the Group's core strengths and risk profile.

The withdrawal from this project allows the Group to refocus resources on its established import and distribution operations, where it has proven expertise, stronger supplier relationships and greater control over outcomes.

A key and increasingly important component of the Group's operations is its storage and distribution capability. This area of the business continues to experience strong growth, driven by increasing demand for efficient logistics, product handling and timely delivery within the fresh produce sector. As volumes and customer expectations increase, the Group continues to invest in infrastructure, systems and operational capacity to support this growth and maintain service standards.

Fountain fresh northwest

The establishment and development of Fountain Fresh Northwest ("FFNW") has been a significant strategic initiative over the past four years. Operating within a highly competitive and challenging marketplace, the business has successfully established itself and achieved approximately £9m in market share.

Having now achieved this scale, FFNW is entering a new phase aligned with the wider Group strategy, with a clear focus on consolidation, operational efficiency and profitability. The business is transitioning from a market-entry and growth phase into a sustainable profit centre.

FFNW provides a valuable strategic link within the Group, offering both the Imports head office and global suppliers direct access to the B2B wholesale market. This enhances supply chain integration, broadens market reach and strengthens the Group's overall proposition to customers and suppliers alike.

Fountain fresh spain

Fountain Fresh Spain has continued to develop into a key strategic component of the Group's vertically integrated structure. Based in Murcia, the business has evolved into a self-sufficient farming entity and is no longer reliant on funding support from the UK head office.

Operationally, the business has expanded significantly beyond its original broccoli crop and now produces a broader range of products including iceberg lettuce, potatoes and cabbage. This diversification has strengthened its resilience, improved crop rotation opportunities and enhanced its ability to meet varying customer demands.

In addition to expanding its product base, Fountain Fresh Spain has also successfully diversified its customer portfolio. Whereas previously the business supplied predominantly to the UK parent company, it now operates on a more balanced footing, with approximately a 50/50 split between sales to Fountain Fresh Imports and direct supply to retail customers across Europe.

This evolution has transformed the operation into a more independent and commercially robust business, while still delivering strategic value to the Group through security of supply and improved margin control. Fountain Fresh Spain continues to perform strongly and is becoming an increasingly important contributor to the Group's long-term vertically integrated strategy.

Operational performance

The Group has continued to build on the recovery achieved in the prior year following the challenges caused by adverse weather conditions in key sourcing regions. The focus on "doing the basics well" has remained central to the Group's strategy, resulting in improved cost control and operational discipline.

Administrative expenses reduced significantly during the year, supporting the improvement in operating margins. In addition, the Group has benefited from reduced exposure to exceptional losses that impacted prior periods.

A key area of progress has been the strengthening of the Group's financial position. Net debt levels have reduced through structured repayments, and interest payable decreased to £420k (2024: £510k), reflecting both lower borrowing levels and improved financial management. This reduction in financing costs has contributed positively to profitability and cash flow generation.

Current trading and outlook

Trading in the early part of the new financial year has been encouraging, with the Group seeing a continuation of the improved performance achieved in 2025. The benefits of a more focused core business strategy, combined with a streamlined customer and product base, are now being reflected in stronger and more consistent month-on-month results.

The Group is entering the new financial year in a more stable and resilient position, with improved balance sheet strength, reduced debt levels and a clear strategic direction. The Board remains confident that continued focus on core operations, disciplined growth and prudent financial management will support further progress.

While external factors such as economic conditions, supply chain volatility and agricultural risks remain, the Group is better positioned to manage these challenges and capitalise on opportunities as they arise.

Future Strategy

The Directors' strategy is to continue consolidating the Group's market position while pursuing selective growth opportunities that align with its core strengths. Investment will continue in key operational areas, particularly storage and distribution, to support ongoing growth and service capability.

Expansion opportunities will be carefully assessed to ensure they contribute to sustainable profitability without exposing the Group to undue risk.

The Board believes that the actions taken over the past two years have positioned the Group for a period of stable, profitable growth.

On behalf of the board:

J Hanson - Director

20 May 2026

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

Principal activity

The principal activity of the group in the year under review was that of the importation and sale of fresh fruit and vegetables.

Dividends

Particulars of recommended dividends are detailed in note 8 to the financial statements.

Directors

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

A Lawrence

J Hanson

J Lawrence

K Lawrence

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

Statement as to disclosure of information to auditors

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

Auditors

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

On behalf of the board:

J Hanson - Director

20 May 2026

Opinion

We have audited the financial statements of Fountain Fresh Imports Ltd and it's subsidiaries (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows and Notes to the consolidated statement of cash flows, Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group strategic report and the Report of the directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities set out on page five, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the client Group's sector.

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group.

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- tested journal entries to identify unusual transactions;

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims;

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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.

Hannah Butcher (Senior Statutory Auditor)

for and on behalf of Sumer Audit

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

20 May 2026

Turnover

4

52,696,397

55,224,787

Cost of sales

48,292,678

50,645,670

Gross profit

4,403,719

4,579,117

Administrative expenses

3,303,123

3,988,292

1,100,596

590,825

Other operating income

36,145

28,700

Operating profit

6

1,136,741

619,525

Interest receivable and similar income

906

7

1,137,647

619,532

Interest payable and similar expenses

8

420,294

510,168

Profit before taxation

717,353

109,364

Tax on profit

9

239,901

254,720

Profit/(loss) for the financial year

477,452

(145,356

)

Profit/(loss) attributable to:

Owners of the parent

463,245

(161,095

)

Non-controlling interests

14,207

15,739

477,452

(145,356

)

Profit/(loss) for the year

477,452

(145,356

)

Other comprehensive income

Foreign currency translation

2,443

1,282

Gain on revaluation of properties

-

170,000

Income tax relating to components of other comprehensive income

-

(53,900

)

Other comprehensive income for the year, net of income tax

2,443

117,382

Total comprehensive income for the year

479,895

(27,974

)

Total comprehensive income attributable to:

Owners of the parent

465,688

(43,713

)

Non-controlling interests

14,207

15,739

479,895

(27,974

)

Fixed assets

Intangible assets

11

20,738

28,978

Tangible assets

12

3,790,634

4,051,623

Investments

13

4,618

4,618

Investment property

14

840,000

840,000

4,655,990

4,925,219

Current assets

Stocks

15

392,495

520,793

Debtors

16

4,957,836

5,366,102

Cash at bank and in hand

364,904

442,879

5,715,235

6,329,774

Creditors

Amounts falling due within one year

17

7,407,007

8,361,019

Net current liabilities

(1,691,772

)

(2,031,245

)

Total assets less current liabilities

2,964,218

2,893,974

Creditors

Amounts falling due after more than one year

18

(2,058,211

)

(2,299,333

)

Provisions for liabilities

22

(259,854

)

(428,382

)

Net assets

646,153

166,259

Capital and reserves

Called up share capital

23

100

100

Revaluation reserve

24

375,593

375,593

Capital redemption reserve

24

13,408

13,408

Other reserves

24

1,998

1,998

Retained earnings

24

170,039

(295,649

)

Shareholders' funds

561,138

95,450

Non-controlling interests

85,015

70,809

Total equity

646,153

166,259

The financial statements were approved by the Board of Directors and authorised for issue on 20 May 2026 and were signed on its behalf by:

J Hanson - Director

Fixed assets

Intangible assets

11

19,575

27,700

Tangible assets

12

3,660,067

3,874,387

Investments

13

18,913

18,913

Investment property

14

840,000

840,000

4,538,555

4,761,000

Current assets

Stocks

15

291,144

472,615

Debtors

16

4,833,056

5,166,909

Cash at bank and in hand

180,219

382,555

5,304,419

6,022,079

Creditors

Amounts falling due within one year

17

7,475,535

8,375,689

Net current liabilities

(2,171,116

)

(2,353,610

)

Total assets less current liabilities

2,367,439

2,407,390

Creditors

Amounts falling due after more than one year

18

(1,983,850

)

(2,207,159

)

Provisions for liabilities

22

(253,279

)

(428,382

)

Net assets/(liabilities)

130,310

(228,151

)

Capital and reserves

Called up share capital

23

100

100

Revaluation reserve

24

375,593

375,593

Retained earnings

24

(245,383

)

(603,844

)

Shareholders' funds

130,310

(228,151

)

Company's profit/(loss) for the financial year

358,461

(10,545

)

The financial statements were approved by the Board of Directors and authorised for issue on 20 May 2026 and were signed on its behalf by:

J Hanson - Director

Called up

Capital

share

Retained

Revaluation

redemption

capital

earnings

reserve

reserve

£

£

£

£

Balance at 1 August 2023

100

(135,836

)

259,493

13,408

Changes in equity

Total comprehensive income

-

(159,813

)

116,100

-

Balance at 31 July 2024

100

(295,649

)

375,593

13,408

Changes in equity

Total comprehensive income

-

465,688

-

-

Balance at 31 July 2025

100

170,039

375,593

13,408

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 August 2023

1,998

139,163

55,070

194,233

Changes in equity

Total comprehensive income

-

(43,713

)

15,739

(27,974

)

Balance at 31 July 2024

1,998

95,450

70,809

166,259

Changes in equity

Total comprehensive income

-

465,688

14,207

479,895

Balance at 31 July 2025

1,998

561,138

85,016

646,154

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 August 2023

100

(593,299

)

259,493

(333,706

)

Changes in equity

Total comprehensive income

-

(10,545

)

116,100

105,555

Balance at 31 July 2024

100

(603,844

)

375,593

(228,151

)

Changes in equity

Total comprehensive income

-

358,461

-

358,461

Balance at 31 July 2025

100

(245,383

)

375,593

130,310

Cash flows from operating activities

Cash generated from operations

1

642,396

1,603,003

Interest paid

(320,385

)

(416,291

)

Interest element of hire purchase payments paid

(99,909

)

(93,877

)

Tax paid

(42,108

)

311,216

Net cash from operating activities

179,994

1,404,051

Cash flows from investing activities

Purchase of intangible fixed assets

-

(6,750

)

Purchase of tangible fixed assets

(260,167

)

(517,644

)

Interest received

906

7

Net cash from investing activities

(259,261

)

(524,387

)

Cash flows from financing activities

Loan repayments in year

280,793

(111,347

)

Net movement on invoice financing

198,913

(491,295

)

Capital repayments in year

(464,269

)

(66,551

)

Amount introduced by directors

-

3,486

Amount withdrawn by directors

(14,145

)

(72,000

)

Grant income

-

8,499

Net cash from financing activities

1,292

(729,208

)

(Decrease)/increase in cash and cash equivalents

(77,975

)

150,456

Cash and cash equivalents at beginning of year

2

442,879

292,423

Cash and cash equivalents at end of year

2

364,904

442,879

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

£

£

Profit before taxation

717,353

109,364

Depreciation charges

529,396

712,474

(Gain)/loss on foreign exchange

2,443

1,282

Reclassification of current invesment

-

863

Government grants

-

(8,499

)

Finance costs

420,294

510,168

Finance income

(906

)

(7

)

1,668,580

1,325,645

Decrease in stocks

128,298

210,875

Decrease in trade and other debtors

46,619

777,801

Decrease in trade and other creditors

(1,201,101

)

(711,318

)

Cash generated from operations

642,396

1,603,003

2.	Cash and cash equivalents

The amounts disclosed on the Statement of cash flows in respect of cash and cash equivalents are in respect of these Statement of financial position amounts:

Year ended 31 July 2025

31.7.25

1.8.24

£

£

Cash and cash equivalents

364,904

442,879

Year ended 31 July 2024

31.7.24

1.8.23

£

£

Cash and cash equivalents

442,879

292,423

3.	Analysis of changes in net debt

At 1.8.24

Cash flow

At 31.7.25

£

£

£

Net cash

Cash at bank and in hand

442,879

(77,975

)

364,904

442,879

(77,975

)

364,904

Debt

Finance leases

(1,442,663

)

464,269

(978,394

)

Debts falling due within 1 year

(2,497,459

)

(285,337

)

(2,782,796

)

Debts falling due after 1 year

(1,334,523

)

(194,372

)

(1,528,895

)

(5,274,645

)

(15,440

)

(5,290,085

)

Total

(4,831,766

)

(93,415

)

(4,925,181

)