REGISTERED NUMBER: 05962982 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

RIPE NOW LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

R A Cullum

N D Gott

E Masias Malaga

L W Parkinson

S D Pagett

REGISTERED OFFICE:

Network House

Station Yard

Thame

Oxfordshire

OX9 3UH

REGISTERED NUMBER:

05962982 (England and Wales)

AUDITORS:

HB&O Ltd

Chartered Accountants and Statutory Auditor

Highdown House

11 Highdown Road

Leamington Spa

Warwickshire

CV31 1XT

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

REVIEW OF BUSINESS

As this is the first full year in which the company has traded as a subsidiary of Goldcup Fresh Holdings Limited, the results and disclosure of the prior accounting period at just over 9 months, from 15 February to 30 November 2024, will by definition not be comparable.

Nonetheless, the directors are pleased to report a solid trading result for the year under review, with the company declaring an operating profit and profit before tax in excess of £900,000. Although there were some one off adjustments arising in the prior period from the absorption of the company into its new group, the results for the previous period recorded both an operating loss and loss before tax, in contrast to 2025.

The directors believe that the company is well placed to take advantage of its market position, with the wider support of the group.

The directors and key management continue to monitor the business very carefully.

FUTURE DEVELOPMENTS

The directors are seeking the company to consolidate its market position and grow.

The directors have reviewed the company's liquidity position in the context of support available from its parent entity and fellow group undertakings and have concluded that the company is well placed to continue to pay its debts as they fall due. As such, the directors have adopted the going concern basis of accounting in preparing the financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors continue to be mindful of key risks to the business, some of which are more controllable than others and include but are no limited to: Pricing pressures on energy and other resources; related pressures on services, such as transport and logistics; and a continued tight labour market.

Another significant risk relates to market competition and the directors continue to assess the position and seek strategies to ensure that the company continues to be competitive.

ON BEHALF OF THE BOARD:

R A Cullum - Director

18 May 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a provider of ripening, packing, storage and distribution solutions, for a range of fruits and vegetable to the UK fresh produce market supply chain.

DIVIDENDS

Ordinary dividends were paid amounting to £Nil (2024: £Nil). The directors do not recommend payment of a final dividend.

DIRECTORS

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

R A Cullum

N D Gott

E Masias Malaga

L W Parkinson

Other changes in directors holding office are as follows:

S D Pagett - appointed 28 October 2025

DISCLOSURE IN THE STRATEGIC REPORT

The company's review of business, principal risks and uncertainties and future developments 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.

ON BEHALF OF THE BOARD:

R A Cullum - Director

18 May 2026

Opinion

We have audited the financial statements of Ripe Now Limited (the 'company') for the year ended 30 November 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 November 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 three, 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 audit process includes an assessment of the entity's risk environment, through enquiry of and discussion with management, including an assessment of any key laws and regulations with which the company must comply in the ordinary course of its business.

Additionally, the overall risks of irregular transactions occurring are assessed following our observations and confirmation of the design and implementation of management's controls. Whilst we are mindful of these risks, our audit focus is geared towards the risk of material misstatement in the financial statements as a whole.

As such, our procedures cannot guarantee that all transactions have been fully compliant with all relevant laws and regulations, including those regulations relating to fraud, as our procedures are not designed to detect all instances of non-compliance. By definition, the risk of our detection of non-compliance is greater where compliance with a law or regulation is removed from the events and transactions reflected in the financial statements. The risk is also greater regarding irregularities due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Gregg Olner MPhil BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of HB&O Ltd

Chartered Accountants and Statutory Auditor

Highdown House

11 Highdown Road

Leamington Spa

Warwickshire

CV31 1XT

18 May 2026

TURNOVER

4

15,851,388

12,428,426

Cost of sales

12,690,764

9,073,520

GROSS PROFIT

3,160,624

3,354,906

Administrative expenses

2,259,504

3,619,367

901,120

(264,461

)

Other operating income

35,000

-

OPERATING PROFIT/(LOSS)

6

936,120

(264,461

)

Interest receivable and similar income

21,180

5,890

957,300

(258,571

)

Interest payable and similar expenses

7

34,609

33,720

PROFIT/(LOSS) BEFORE TAXATION

922,691

(292,291

)

Tax on profit/(loss)

8

237,437

115,096

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

685,254

(407,387

)

PROFIT/(LOSS) FOR THE YEAR

685,254

(407,387

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

685,254

(407,387

)

FIXED ASSETS

Tangible assets

9

937,944

957,184

CURRENT ASSETS

Stocks

10

281,130

236,461

Debtors

11

2,476,076

2,393,798

Cash at bank and in hand

773,844

1,057,212

3,531,050

3,687,471

CREDITORS

Amounts falling due within one year

12

2,885,333

3,737,934

NET CURRENT ASSETS/(LIABILITIES)

645,717

(50,463

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,583,661

906,721

CREDITORS

Amounts falling due after more than one year

13

(7,134

)

(19,835

)

PROVISIONS FOR LIABILITIES

16

(234,196

)

(229,809

)

NET ASSETS

1,342,331

657,077

CAPITAL AND RESERVES

Called up share capital

17

1,000

1,000

Capital redemption reserve

18

1

1

Retained earnings

18

1,341,330

656,076

SHAREHOLDERS' FUNDS

1,342,331

657,077

The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2026 and were signed on its behalf by:

R A Cullum - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 15 February 2024

1,001

1,063,464

-

1,064,465

Changes in equity

Purchase of own shares

(1

)

-

-

(1

)

Total comprehensive income

-

(407,388

)

1

(407,387

)

Balance at 30 November 2024

1,000

656,076

1

657,077

Changes in equity

Total comprehensive income

-

685,254

-

685,254

Balance at 30 November 2025

1,000

1,341,330

1

1,342,331

1.	STATUTORY INFORMATION

Ripe Now 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.

The company's principal place of business is:-

Bittern Way

Boston

Lincolnshire

PE21 7NX

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 prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared in accordance with applicable accounting standards. The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year.

Going Concern

At the time of approving the financial statements, the directors have a reasonable expectation that, with continued group support, the company has adequate resources to continue in operation existence for the foreseeable future and meet its debts as they fall due.

Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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.

Turnover

Turnover comprises the value of sales,(net of value added tax, trade discounts and rebates) of goods and services provided in the normal course of business. The company recognises revenue when it can be measured reliably, when it is probable that future economic benefits will flow to the company and when specific criteria have been met for each of the company’s activities described below.

Services

Revenue from the sale of services is recognised on completion of ripening and despatch of goods and the amount of revenue can be measured reliably, it is probable that the future economic benefits will flow to the company and the cost incurred or to be incurred in respect of the transaction can be measured reliably.

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.

Plant and equipment

-

20% on cost and 10% on cost

Fixtures and fittings

-

25% on cost and 10% on cost

Motor vehicles

-

20% on cost

Tangible fixed assets are carried at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

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

Financial instruments

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 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 balance sheet 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.

Pension costs and other post-retirement benefits

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

Provisions

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

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

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company'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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Useful economic life of tangible assets

The annual depreciation charge of tangible assets is sensitive to changes in the estimated useful economic life and residual values of recognised assets. These estimate are annually reviewed for an amendment in the adopted policy in the assets that are typically exposed to technological advancement, future investments, changes in economic utilisation, and the physical condition of the asset. See note 9 for the carrying value of these assets.

4.

TURNOVER

All turnover is derived from the company's one principal activity in the UK.

5.	EMPLOYEES AND DIRECTORS

Period

15.2.24

Year ended

to

30.11.25

30.11.24

£

£

Wages and salaries

5,009,318

3,447,609

Social security costs

559,302

326,019

Other pension costs

212,610

77,226

5,781,230

3,850,854

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

Period

15.2.24

Year ended

to

30.11.25

30.11.24

Production and warehouse staff

163

156

Management staff

8

8

Other staff

-

2

171

166

Period

15.2.24

Year ended

to

30.11.25

30.11.24

£

£

Directors' remuneration

104,033

79,980

Directors' pension contributions to money purchase schemes

123,438

12,069

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

1

6.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

Period

15.2.24

Year ended

to

30.11.25

30.11.24

£

£

Lease of plant and machinery

225,243

186,241

Other operating leases

337,424

254,869

Depreciation - owned assets

237,482

326,708

Depreciation - assets on hire purchase contracts

13,321

9,991

Loss on disposal of fixed assets

-

103,776

Auditors' remuneration

16,610

15,500

Foreign exchange differences

(31

)

3,658

Impairment losses

-

806,508

Group loan write off

-

774,662

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

15.2.24

Year ended

to

30.11.25

30.11.24

£

£

Interest payable

33,335

23,333

Hire purchase

-

300

Other interest payable

1,274

10,087

34,609

33,720

8.

TAXATION

Analysis of the tax charge

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

Period

15.2.24

Year ended

to

30.11.25

30.11.24

£

£

Current tax:

UK corporation tax

223,644

231,242

Deferred tax

13,793

(116,146

)

Tax on profit/(loss)

237,437

115,096

UK corporation tax has been charged at 25% (2024 - 25%).

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:

Period

15.2.24

Year ended

to

30.11.25

30.11.24

£

£

Profit/(loss) before tax

922,691

(292,291

)

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

230,673

(73,073

)

Effects of:

Expenses not deductible for tax purposes

680

220,468

Income not taxable for tax purposes

(8,750

)

-

Depreciation in excess of capital allowances

14,834

17,884

Utilisation of tax losses

-

(50,183

)

Total tax charge

237,437

115,096

During 2025 the UK corporation tax rate remained at 25% and is set to remain so for the foreseeable future.

9.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

equipment

fittings

vehicles

Totals

£

£

£

£

COST

At 1 December 2024

1,317,153

52,391

80,700

1,450,244

Additions

231,563

-

-

231,563

At 30 November 2025

1,548,716

52,391

80,700

1,681,807

DEPRECIATION

At 1 December 2024

441,043

23,654

28,363

493,060

Charge for year

227,361

7,302

16,140

250,803

At 30 November 2025

668,404

30,956

44,503

743,863

NET BOOK VALUE

At 30 November 2025

880,312

21,435

36,197

937,944

At 30 November 2024

876,110

28,737

52,337

957,184

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

At 1 December 2024

and 30 November 2025

66,605

DEPRECIATION

At 1 December 2024

19,982

Charge for year

13,321

At 30 November 2025

33,303

NET BOOK VALUE

At 30 November 2025

33,302

At 30 November 2024

46,623

10.

STOCKS

2025

2024

£

£

Stocks

281,130

236,461