REGISTERED NUMBER: 07267295 (England and Wales)

ANDREW C DAVIES HOLDINGS LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Income and Retained Earnings

9

Consolidated Statement of Financial Position

10

Company Statement of Financial Position

12

Consolidated Statement of Cash Flows

14

Notes to the Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mr A C Davies

Mrs M A K Davies

Mr M J Davies

SECRETARY:

Mrs M A K Davies

REGISTERED OFFICE:

Astley Grange

Astley

Shrewsbury

Shropshire

SY4 4BS

REGISTERED NUMBER:

07267295 (England and Wales)

SENIOR STATUTORY AUDITOR:

Timothy Mitchell BSc FCA

AUDITORS:

Xeinadin Audit Limited

St Andrews House

Yale Business Village

Ellice Way

Wrexham

LL13 7YL

The directors present their strategic report of the company and the group for the year ended 31 May 2025.

REVIEW OF THE BUSINESS

The Directors are satisfied with the results for the year given the competitive pressures that prevailed in the market place. During the year the Group continued to invest in buildings, plant and machinery to increase the production of Free Range eggs.

The Group's key financial indicators during the year were as follows:

2025

2024

£

£

Turnover

17,860,366

16,382,923

Operating profit

1,601,430

1,224,726

Profit before tax

1,110,943

763,511

Shareholders' funds

16,054,547

15,275,544

PRINCIPAL RISKS AND UNCERTAINTIES

The general risks and uncertainties facing the company are the general competitive pressures in the market place, together with those associated with the Poultry industry.

FUTURE DEVELOPMENTS

The Group will continue to focus on improving margins and to grow profits.

Further expansion of the free range egg production is being implemented.

ON BEHALF OF THE BOARD:

Mr M J Davies - Director

30 April 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of arable, poultry and dairy farming.

DIVIDENDS

No dividends were paid during the year. ( 2024:Nil).

RESEARCH AND DEVELOPMENT

A Research and Development claim is to be made for the year ended 31 May 2025. This claim will increase the Taxable Trading loss. This loss will be carried forward.

DIRECTORS

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

Mr A C Davies

Mrs M A K Davies

Other changes in directors holding office are as follows:

Mr M J Davies was appointed as a director after 31 May 2025 but prior to the date of this report.

STRATEGIC REPORT

The company has chosen in accordance with Companies Act 2006, s.414C(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 risks and future developments.

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 , Xeinadin Audit Limited , will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M J Davies - Director

30 April 2026

Opinion

We have audited the financial statements of Andrew C Davies Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Statement of Financial Position, Company Statement of Financial Position, 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 May 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 pages three and 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.

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:

- Enquiry of management and those charged with governance around actual and potential litigation and claims;

- Reviewing minutes of meetings of those charged with governance;

- 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;

- Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the group and company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the group and company is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the company's license to operate. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit."

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.

Timothy Mitchell BSc FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

St Andrews House

Yale Business Village

Ellice Way

Wrexham

LL13 7YL

30 April 2026

TURNOVER

17,860,366

16,382,923

Cost of sales

13,162,336

12,336,795

GROSS PROFIT

4,698,030

4,046,128

Administrative expenses

3,096,600

2,821,402

OPERATING PROFIT

4

1,601,430

1,224,726

Interest receivable and similar income

9,919

5,038

1,611,349

1,229,764

Interest payable and similar expenses

5

500,406

466,253

PROFIT BEFORE TAXATION

1,110,943

763,511

Tax on profit

6

331,940

(33,633

)

PROFIT FOR THE FINANCIAL YEAR

779,003

797,144

Retained earnings at beginning of year

15,274,544

14,477,400

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR

16,053,547

15,274,544

Profit attributable to:

Owners of the parent

779,003

797,144

FIXED ASSETS

Intangible assets

8

6,012

9,574

Tangible assets

9

19,112,851

20,291,974

Investments

10

-

-

19,118,863

20,301,548

CURRENT ASSETS

Stocks

11

1,749,754

1,717,510

Debtors

12

4,895,715

4,904,098

Cash at bank

903,463

449,806

7,548,932

7,071,414

CREDITORS

Amounts falling due within one year

13

6,054,158

4,789,673

NET CURRENT ASSETS

1,494,774

2,281,741

TOTAL ASSETS LESS CURRENT LIABILITIES

20,613,637

22,583,289

CREDITORS

Amounts falling due after more than one year

14

(4,028,203

)

(7,108,798

)

PROVISIONS FOR LIABILITIES

18

(530,887

)

(198,947

)

NET ASSETS

16,054,547

15,275,544

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

16,053,547

15,274,544

SHAREHOLDERS' FUNDS

16,054,547

15,275,544

The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:

Mr M J Davies - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

3,975,126

3,807,691

Investments

10

1,000

1,000

3,976,126

3,808,691

CURRENT ASSETS

Stocks

11

96,874

103,057

Debtors

12

2,458,276

2,747,408

Cash at bank

683,302

429,132

3,238,452

3,279,597

CREDITORS

Amounts falling due within one year

13

136,218

135,168

NET CURRENT ASSETS

3,102,234

3,144,429

TOTAL ASSETS LESS CURRENT LIABILITIES

7,078,360

6,953,120

CREDITORS

Amounts falling due after more than one year

14

(73,250

)

-

PROVISIONS FOR LIABILITIES

18

(53,600

)

(41,290

)

NET ASSETS

6,951,510

6,911,830

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

6,950,510

6,910,830

SHAREHOLDERS' FUNDS

6,951,510

6,911,830

Company's profit for the financial year

39,680

246,808

The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:

Mr M J Davies - Director

Cash flows from operating activities

Cash generated from operations

1

1,802,799

3,751,806

Interest paid

(500,406

)

(466,253

)

Net cash from operating activities

1,302,393

3,285,553

Cash flows from investing activities

Purchase of intangible fixed assets

-

(4,500

)

Purchase of tangible fixed assets

(896,923

)

(7,062,675

)

Sale of tangible fixed assets

289,984

-

Interest received

9,919

5,038

Net cash from investing activities

(597,020

)

(7,062,137

)

Cash flows from financing activities

New loans in year

1,680,637

4,564,301

Capital repayments in year

(1,616,553

)

(973,603

)

Net cash from financing activities

64,084

3,590,698

Increase/(decrease) in cash and cash equivalents

769,457

(185,886

)

Cash and cash equivalents at beginning of year

2

134,006

319,892

Cash and cash equivalents at end of year

2

903,463

134,006

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

2025

2024

£

£

Profit before taxation

1,110,943

763,511

Depreciation charges

1,855,723

1,681,318

Profit on disposal of fixed assets

(66,100

)

-

Finance costs

500,406

466,253

Finance income

(9,919

)

(5,038

)

3,391,053

2,906,044

Increase in stocks

(32,244

)

(458,217

)

Decrease in trade and other debtors

8,383

394,121

(Decrease)/increase in trade and other creditors

(1,564,393

)

909,858

Cash generated from operations

1,802,799

3,751,806

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 May 2025

31.5.25

1.6.24

£

£

Cash and cash equivalents

903,463

449,806

Bank overdrafts

-

(315,800

)

903,463

134,006

Year ended 31 May 2024

31.5.24

1.6.23

£

£

Cash and cash equivalents

449,806

319,892

Bank overdrafts

(315,800

)

-

134,006

319,892

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.6.24

Cash flow

At 31.5.25

£

£

£

Net cash

Cash at bank

449,806

453,657

903,463

Bank overdrafts

(315,800

)

315,800

-

134,006

769,457

903,463

Debt

Finance leases

(2,179,321

)

697,405

(1,481,916

)

Debts falling due within 1 year

(252,000

)

(3,244,190

)

(3,496,190

)

Debts falling due after 1 year

(5,736,757

)

2,482,702

(3,254,055

)

(8,168,078

)

(64,083

)

(8,232,161

)

Total

(8,034,072

)

705,374

(7,328,698

)

1.	STATUTORY INFORMATION

Andrew C Davies Holdings Ltd 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

At the time of approving the financial statements, the directors have a reasonable expectation that the company has 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.

The consolidated financial statements incorporate those of Andrew C Davies Holdings Ltd and its subsidiary, David Davies Resources Ltd.

All financial statements are made up to 31 May 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 group.

All inter-group transactions, balance 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.

Turnover

Turnover comprises of the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The Group recognises revenue when the amount of the revenue can be reliably measured, it is probable that future economic benefits can be reliably measured, and it is probable that future economic benefits will flow to the entity. Revenue from the sale of goods is recognised when the risks and rewards of ownership are transferred to the customer. Revenue from services is recognised in the accounting periods in which the services are rendered.

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.

Basic Payment entitlement are being amortised evenly over its estimated useful life of 5 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Land and buildings

-

No depreciation

Improvements to property

-

at varying rates on cost

Plant and machinery

-

at variable rates on reducing balance

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

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. The cost of the finished goods comprises of direct materials and labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell: the impairment loss is recognised immediately in the profit and loss. Agricultural produce harvested from biological assets are measured at the point of harvest at the lower of cost and estimated selling price less costs to complete.

Financial instruments

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.

Taxation

Taxation for the year 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 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

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.

Significant judgements and estimates

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.

The company depreciates tangible assets over their estimated useful lives based on historic performance. The actual lives can vary. Judgement is applied also in the residual values of plant and equipment. When determining the residual value the directors aim to assess the amount that the asset would currently obtain if the asset were disposed using market prices where possible.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,393,765

2,161,933

Social security costs

244,193

199,800

Pension costs

66,446

63,833

2,704,404

2,425,566

The key management personnel comprise of the directors

The average number of employees during the year was as follows

2025

2024

Average number of employees

82

79

2025

2024

£

£

Directors' remuneration

209,307

188,485

No directors are accruing pension benefits.

4.	OPERATING PROFIT

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

2025

2024

£

£

Contract labour

467,770

295,748

Depreciation - owned assets

1,505,974

1,389,351

Depreciation - assets on hire purchase contracts

346,188

289,228

Profit on disposal of fixed assets

(66,100

)

-

Single Farm Entitlements amortisation

3,562

2,737

Auditors' remuneration

11,650

11,000

Auditors' remuneration under

-provided in previous years

200

(300

)

Increase/Decease in stock

32,244

458,217