The directors present the strategic report for the year ended 31 August 2025 for Sunridge UK Limited (“the Company”) and its subsidiaries (“the Group”).

The financial statements have been drawn up for the year ended 31 August 2025.

The Group’s primary business is the wholesale of citrus fruit in Europe.

The directors consider revenue, profit before taxation, total assets and total liabilities as key performance indicators.

The consolidated results for the year are shown in the group income statement on page 10. Revenue for the year ended 31 August 2025 was €88,124k (2024: €71,735k) and profit before taxation was €3,863k (2024: €3,974k as restated).

The Group had total assets of €79,362k (2024: €74,378k as restated) as at 31 August 2025 and total liabilities of €29,667k (2024: €27,735k as restated).

On 3 February 2025, the Group acquired, through its 76% owned intermediate holding company Sunridge Citrus Spain, 100% of the issued share capital of Juan Rubert, S.L.U. for an initial cash consideration of €1,250k plus additional consideration comprising a deferred element, and a contingent element, with a maximum total of €3,000k giving a total potential consideration of €4,250k. Further detail on this acquisition is set out in note 14.

The Group has continued to grow both organically and through acquisition, delivering 23.5% revenue growth during the year. The directors are satisfied with the result and remain confident about the future profits and cash flows that will be generated in 2026 and 2027.

The principal risks facing the Group are credit risk, liquidity risk, foreign exchange risk, interest rate risk and price risk. The directors have measures in place to mitigate such risks.

Credit risk – Represents the potential for loss due to the default or deterioration in the credit quality of a counterparty. Credit risk is managed by tight credit control procedures ensuring minimal bad debts. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade receivables are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Liquidity risk – Liquidity needs to be maintained in order to support the working capital. The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business. Liquidity risk is managed by established procedures tracking cash availability as well as working capital facilities. Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board. As at 31 August 2025, the Group had €4,781k (2024: €3,177k) in cash balances.

Foreign exchange risk - The Group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

Interest rate risk – Results from exposures to volatilities in interest rates and credit spreads. The interest charged on the Group’s bank loans is monitored on a regular basis and the rate negotiated where necessary in order to minimise interest payable.

Price risk - the Group continues to monitor and manage the ever-rising costs within the economy. The Group has been successful in negotiating price increases with customers where required.

The directors consider that the year end financial position of the Group was satisfactory and do not anticipate any significant changes in its existing operations in the forthcoming year.

The directors have reviewed cash flow forecasts for the 12 month period beyond approval of these financial statements and are satisfied that the Group and Company will have the resources to continue in operation for a period of at least 12 months from the date of approval of these financial statements, and hence they adopt the going concern basis in the preparation of these financial statements.

The directors of the Group consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below.

The principal activity of the Group is the wholesale of citrus fruit and the Group’s success is entirely dependent on its ability to trade.

The Group engages with suppliers on terms appropriate to its size and pays supplier invoices promptly.

The Group’s customers are considered key. The Group has long standing contracts with customers and initiates regular review meetings with senior management of the customers.

The directors are conscious of the need to maintain the highest standard of business conduct, and compliance to laws and regulations is adhered to at all times.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 August 2025.

The principal activity of the Group continued to be that of wholesale of fruit. The principal activity of the Company was that of a holding company.

The results for the year are set out on page 9.

No dividends were paid by the Company during the year (2024: €nil). The Group intermediate holding company paid a dividend during the year and a payment went to the minority shareholders of €486k (2024: €nil). The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group's policy is to consult and discuss matters with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

As the Company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. The Company's subsidiaries are not within the scope of this disclosure requirement.

The directors are responsible for preparing the annual report 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 Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom, and the Company financial statements in accordance with United Kingdom accounting standards including Financial Reporting Standard FRS 101, Reduced Disclosure framework (UK GAAP).

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 Group and Company and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs or UKGAAP are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group or Company's financial position and financial performance; and

• make an assessment of the Group and Company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Details of the Group's financial risk management objectives and policies, post-balance sheet events and future developments, are disclosed in the Strategic Report as permitted by s414c(11) of the Companies Act.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Group’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the group’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

We have audited the financial statements of Sunridge UK Limited (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 August 2025 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 Company's affairs as at 31 August 2025 and of the Group's profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards and the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 Group's or 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

• the 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.

As explained more fully in the directors' responsibilities statement set out on page 5, 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 is 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 and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the Group and Company financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the Group and Company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors, communication with component auditors and by updating our understanding of the sector in which the group and parent company operate.

Laws and regulations of direct significance in the context of the Group and Company include The Companies Act 2006, and UK Tax legislation as well as similar laws and regulations prevailing in each country in which we identified a significant component.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of Group and Company financial statement disclosures. We reviewed the Company’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the Company’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As Group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at Group and component level according to their particular circumstances. Our communications with component auditors included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 16 to 43 are an integral part of these financial statements.

The notes on pages 16 to 43 are an integral part of these financial statements.

The notes on pages 44 to 45 are an integral part of these financial statements.

As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company's profit for the year was €Nil (2024: €2k loss).true

The notes on pages 44 to 45 are an integral part of these financial statements.

The notes on pages 16 to 43 are an integral part of these financial statements.

Sunridge UK Limited (“the Company”) is a private limited company incorporated in England and Wales. The registered office is 318 Harbour Yard, Chelsea Harbour, London, SW10 0XD.

The Group consists of Sunridge UK Limited and all of its subsidiaries as set out in note 15.

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated. The financial statements of the Company have been prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 101 (FRS 101), Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

The financial statements are prepared in euros, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest €'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• presentation of a statement of cash flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• disclosure of key management personnel compensation;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• the effect of financial instruments on the statement of comprehensive income;

• comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• comparative narrative information;

• for financial instruments, investment property and biological assets measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and

• related party disclosures for transactions with the parent or wholly owned members of the group.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The Group initially recognises any non-controlling interest in the acquiree, which is a present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event of liquidation, at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets.

A business combination took place during the reporting period and further details of the acquisition is set out in note 14.

The consolidated group financial statements consist of the financial statements of the parent company Sunridge UK Limited together with all entities controlled by the parent company (its subsidiaries) and the Group’s share of its interests in joint ventures and associates. A list of all subsidiaries is set out in note 15.

All financial statements are made up to 31 August 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 intra-group transactions, balances 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.

Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.

The directors have at the time of approving the financial statements, a reasonable expectation that the trueGroup 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 Group generated a profit during the year of €3,068k (2024: €3,276k as restated), had net assets of €49,695k (2024: €46,643k as restated) and cash and cash equivalents of €4,781k (2024: €3,177k as restated). The Group generated cash flows from operating activities of €5,266k (2024: €8,455k as restated) during the year.

Revenue is primarily derived from the principal activity of the Group, which is the wholesale of citrus fruit across Europe.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

The Group monitors the performance obligations in accordance with IFRS 15 considering that the performance obligations are met upon the Group delivering the goods to the customer.

A receivable is recognised when the services are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Revenue is also derived from overseeing the growing process of goods. Revenue arising from providing services is recognised in the accounting period in which the services are rendered. Revenue from service income is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The assets and liabilities and contingent liabilities of the subsidiaries are measured at their fair value at the date of acquisition. Any excess of acquisition over fair values of the identifiable net assets acquired is recognised as goodwill. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss accounts and is not subsequently reversed. Acquisition related costs are recognised in the income statement as incurred.

Other intangible assets purchased by the Group are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is recognised so as to write off the cost less their residual values over their useful lives, which is considered to be 3 - 5 years straight line.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Assets under construction are classified as such until they are available for use, at which point they are transferred to the appropriate category and depreciation commences.

In the Company financial statements, interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Impairment tests on goodwill are undertaken annually at the balance sheet date. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. This is computed by applying an appropriate discount rate to the estimated value of future cashflows. When value in use is less than the book value, an impairment is recorded and is irreversible.

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of property, plant and equipment is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the group income statement.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents are recognised as financial assets. They comprise cash held by the Group and short-term bank deposits with an original maturity date of three months or less.

Financial assets are recognised in the group's statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Group recognises financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

• on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or

• it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the Company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The Group assesses whether a contract is, or contains, a lease at inception by determining whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Under IFRS 16, a lessee is generally required to recognise a right-of-use asset and a corresponding lease liability at the commencement date of a lease. However, the Group applies the recognition exemptions permitted by IFRS 16 for:

• short-term leases (i.e. leases with a term of 12 months or less and no purchase option); and

• leases of low-value assets.

Where these exemptions are applied, lease payments are recognised as an expense on a straight-line basis over the lease term.

In addition, the Group applies the concept of materiality in accordance with IAS 1 and IAS 8 in determining the appropriate accounting treatment for leases. Management has assessed the Group’s lease arrangements and concluded that the value and extent of such arrangements are not material to the financial statements, both individually and in aggregate and are therefore considered as low-value assets and accounted for as such.

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in euros which is the functional currency of the Group, and the presentational currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the individual company’s functional currency (foreign currencies) are recorded at rates of exchange prevailing on the dates of the transactions. At the reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of the gain or loss is also recognised directly in equity.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation differences are recognised as income and expense in the period in which the operation is disposed of. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rates.

During the financial year, the Group has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations, that became effective for the first time:

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

The Directors are continuing to assess the potential impact that the adoption of the standards listed above will have on the Consolidated Financial Statements for the year ending 31 August 2026.

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Impairment of the valuation of the goodwill relating to the acquisition of subsidiaries is considered annually for indicators of impairment to ensure that the asset is not overstated within the financial statements. The annual impairment assessment in respect of goodwill requires estimates of the value in use (or fair value less costs to sell) of subsidiaries to which goodwill has been allocated. This requires the directors to estimate the future cash flows and an appropriate discount factor, in order that the net present value of those cash flows can be determined.

Discounted cash flow forecasts give due consideration to the economic backdrop on the future cash flows, and are stress tested under a range of scenarios. In all instances, the headroom is sufficient to satisfy the directors that there are no indicators of impairment based on circumstances that were present or could be reasonably foreseen at the reporting date.

The Group exercises judgement and makes estimates in determining the recognition and measurement of deferred and contingent consideration arising on business combinations. On 3 February 2025, the Group acquired, through its 76% owned intermediate holding company Sunridge Citrus Spain, 100% of the issued share capital of Juan Rubert, S.L.U., as disclosed in Note 14. The terms of the deal were such that both deferred consideration and contingent consideration formed part of the purchase price.

Deferred consideration is recognised at the present value of contractual future payments. In determining the appropriate carrying value, management is required to apply judgement in selecting a suitable discount rate, taking into account the Group’s cost of capital and the specific risks associated with the liability.

Contingent consideration represents amounts payable subject to the achievement of specified performance conditions and is measured at fair value at the acquisition date. The estimation of fair value requires significant judgement, particularly in:

• forecasting the future performance of the acquired business against agreed targets;

• determining the probability of achieving those targets; and

• selecting appropriate discount rates to calculate the present value of expected future cash flows.

These estimates are inherently uncertain and could result in material adjustments to the carrying amount of the liability. Subsequent changes in the estimated fair value of contingent consideration classified as a financial liability are recognised in profit or loss in accordance with IFRS 3 and IFRS 9.

The periods of amortisation adopted to write down capitalised intangible assets requires judgements to be made in respect of estimating the useful lives of the intangible assets to determine an appropriate amortisation rate.

The useful economic lives of tangible fixed assets are based on the directors' judgement and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted retrospectively.

Determining whether tangible fixed assets or intangible assets are impaired requires an estimation of the value in use of the cash-generating units to which these assets have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from a cash-generating unit, which is usually considered to be a store. The discount rate used in the calculation is 15%. The directors have concluded that no additional impairment to the carrying value of tangible fixed assets or intangible assets is required in the period under review.

The audit of the financial statements of the Company's subsidiaries was performed by Grant Thornton, S.L.P. Sociedad Unipersonal. They are not an associate of Saffery LLP.

The average monthly number of persons (including directors) employed by the Group during the year was:

Their aggregate remuneration comprised:

Retirement benefits are not accruing under defined contribution schemes for any of the directors (2024: none).

The directors of the Company do not receive remuneration directly from the Group entities included in these financial statements, other than the amounts disclosed above. Instead, key management personnel compensation is borne by other entities within the wider group and is disclosed in note 25.

Land and Buildings have been pledged as security for the Group's other bank borrowings (see note 19).

No impairment losses were recognised in the year (2024: €nil).

The Company does not have any property, plant and equipment (2024: €nil).

Assets under construction are classified as such until they are available for use, at which point they are transferred to the appropriate category and depreciation commences.

Impairment review

The Group has acquired three separate cash-generating units (CGUs). The Group is consolidating these and is reviewing this as a single cash-generating unit moving forward.

The Group tests goodwill for impairment on an annual basis. For the year ended 31 August 2025, the recoverable amount of the CGUs was determined based on value-in-use calculations, which require the use of assumptions. These calculations use cash flow projections based on the budget approved by management for the year ended 31 August 2026. Cash flows for the subsequent five years are extrapolated using estimated growth rates, operating cost percentages over sales, and projected gross margins.

Based on the assumptions applied, the directors are of the view that the value in use as of 31 August 2025 exceeds the net carrying amount of goodwill at that date. Accordingly, no impairment of goodwill is required.

On 3 February 2025, the Group acquired, through its 76% owned intermediate holding company Sunridge Citrus Spain, 100% of the issued share capital of Juan Rubert, S.L.U..

No fair value adjustments were made to net assets acquired.

The directors have exercised their judgement in providing the consideration considered to be payable. Further detail is set out on this in note 3, critical accounting estimates and judgements.

Details of the Company's subsidiaries at 31 August 2025 are as follows:

The total amount of inventories recognised as an expense during the period amounted to €46,988k (2024: €40,610k), and is included within cost of sales in the Group statement of comprehensive income.

Trade receivables are non-interest bearing and are under normal commercial payment terms.

Provisions against trade receivables

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.

The expected loss rates are based on the Group's historical credit losses experienced. The historical loss rates are then adjusted by reference to past default experience of the customer and an analysis of the customer's current financial position. Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer's credit quality and defines credit limits by customer.

Trade payables are non-interest bearing and settled under normal commercial payment terms.

The bank loans are repayable by 31 December 2026, via instalments over the period to June 2026 and ending with a 35% bullet repayment. Interest is charged at 3%. The loan is secured over the shares of Sunridge Citrus Spain S.L, and a pledge over all credit contractual rights and mortgage on all material real estate assets.

The Group’s treasury department maintains liquidity, manages relations with the Group's bankers, identifies and manages foreign exchange risk and provides treasury service to the Group’s businesses. Treasury dealings such as investment, borrowing and foreign exchange are conducted only to support underlying business transactions. The Treasury department does not undertake speculative foreign exchange dealings for which there is no underlying exposure. Exposures from sales and purchases in foreign currencies are matched where possible and the net exposure may be hedged.

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses) for each class of financial asset, financial liability, and equity instrument are disclosed in Note 2.

(b) Market risks

Market risk is the risk that changes in factors such as interest rates and foreign currency exchange rates, will affect the Group’s results. The objective of market risk management is to manage and control market risk exposures within suitable parameters.

Other liabilities of €3,000k are recognised at the reporting date in respect of the consideration payable for the acquisition of Juan Rubert, S.L.U. on 3 February 2025, as disclosed in Note 14. The directors have exercised their judgement in providing the consideration considered to be payable. Further detail is set out on this in note 3, critical accounting estimates and judgements.

Deferred consideration is measured at the present value of the contractual future cash outflows and is payable on the third anniversary of the acquisition date.

Contingent consideration represents an estimate of the fair value of amounts payable subject to the achievement of specified performance targets. This has been determined based on the present value of expected future payments and will be settled on the third anniversary of the acquisition date, contingent upon the relevant performance conditions being satisfied.

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position.

On 6 December 2024, 470,000 Ordinary shares of €0.01 each were issued for a cash consideration of €1.00 per share.

The increase in shares was used to fund the increased investment in a subsidiary, see note 33.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the Directors of the Company. The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24, Related Party Disclosures.

As disclosed in note 15 to the financial statements, the Company exercises control over Sunridge Agribusiness S.L., Sunridge Citrus S.L., Juan Rubert S.L., Albenfruit S.L., Cítricos Orgánicos Reunidos S.L., Agricultura Overa y Capellanía S.L. and Explotaciones Agrícolas Limaria S.L..

Sunridge UK Limited is ultimately controlled by the partners of Sunridge Partners (UK), LLP. Transactions with these related parties and balances outstanding at the reporting date all arose in the ordinary course of business and are under ordinary commercial terms.

Full details of movements in reserves are set out in the consolidated statement of changes in equity. The following describes the nature and purpose of each reserve within owners’ equity:

• Share premium: Amount subscribed for share capital in excess of nominal value.

• Retained earnings: Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

The ultimate parent company is Sunridge Partners (UK), LLP. The largest and smallest group of undertakings for which Group financial statements have been drawn up including the Company is that headed by Sunridge UK Limited.

The ultimate controlling party is considered to be the partners of Sunridge Partners (UK), LLP.

There have been no significant events occurring after the reporting date which would require adjustment to, or disclosure in, these financial statements.

The directors became aware that the minority interests and certain reserve movements had been incorrectly recognised in prior year financial statements dating back to 2021 when the Group was formed. The minority interest had been calculated based on the reserves of Sunridge Citrus Spain and had ignored the 100% owned subsidiaries that it had owned. In addition the minority dividends had been incorrectly accounted for. Other reserves in Spain had also been excluded from the calculations which have now been included.

The balance sheet, profit & loss account, statement of changes in equity and cash flow statement were therefore restated to correct these errors and the impact of those changes as recognised in these financial statements are set out below.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 €'000.

The Company applies accounting policies consistent with those applied by the Group. To the extent that an accounting policy is relevant to both Group and Company financial statements, please refer to the Group financial statements for disclosure of the relevant accounting policy.

The directors have at the time of approving the financial statements, 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.