REGISTERED NUMBER: 15456482 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

GOLDCUP FRESH HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

R A Cullum

E Masias Malaga

L W Parkinson

REGISTERED OFFICE:

Network House

Station Yard

Thame

Oxfordshire

OX9 3UH

REGISTERED NUMBER:

15456482 (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 of the company and the group for the year ended 30 November 2025.

REVIEW OF BUSINESS

This is the group's second period of trading and the first full year of trading. Therefore, the results and the disclosures in the prior financial period (a short accounting period of around 10 months) will by definition not be entirely comparable.

Nevertheless, the directors are pleased with the financial performance of the group, with turnover achieved of nearly £102m, in what was again a challenging period.

Market conditions are likely to remain extremely competitive in 2026, with inflationary risks again evident in the context of recent geopolitical events, which are likely to be pervasive throughout the supply chain for some time, whilst we continue to predominantly service the UK market where there are opposing commercial pressures to keep prices competitive for the consumer.

We believe we are well placed to cope with any headwinds, given our business model.

PRINCIPAL RISKS AND UNCERTAINTIES

The industry seems to be in a permanent state of change and that brings a number of risks to the group. The main risks outside our control (and that of our competitors) are:-

- Currency fluctuations, weather patterns and high inflation in the supply chain.

- The continuing impact of US tariffs which to an extent has already re-drawn the map of supply countries to that important market and the follow on implications affecting all markets.

- Global logistics - potential changes in rates at short notice and the increasing problem of poor service from shipping lines and ports.

- Where possible currency is purchased forward and the majority of our supply base is from more stable climates (Peru).

- The company is exposed to changes in consumer behaviour, in terms of preference for certain varieties of products or products driven by flavour, health benefits or health scares.

- To combat inflation we aim to save costs where possible and our main suppliers should be able to prove themselves as the most efficient in the industry.

- Political risk is always in the background, and latterly in the foreground. It is difficult to think of a stable political country anywhere in the world, with change being probably the only certainty. We seek to mitigate part of this risk by having a multi-country supply chain.

- Bankruptcies within the industry are a risk as insurance companies reduce their risk. Defaults are becoming more common with some large companies leaving a damaging legacy to the suppliers.

The group is in a good position to deal with supply chain savings that are being implemented by key customers and as a young group of companies our strategy from inception was a very lean business model, albeit the group has an integrated packing house as part of its supply chain to ensure customer demands are serviced and lead times are met.

Remaining close to the market and making good predictions and changing crops early enough is part of every strategic meeting that takes place twice per year, where future plantations are discussed. This is part of modern agriculture and our suppliers are world experts.

SECTION 172(1) STATEMENT

Each director of the company continues to be mindful of their statutory duty to promote the success of the company for the benefit of the members as a whole, and in doing so having regard (amongst other matters) to those factors set out in section 172(1)(a)-(f) of the Companies Act 2006.

Collectively, the board recognises how having regard to these and other relevant factors and stakeholder groups in their decision-making, contributes to the success of the company. Depending on the matter in question, the relevance of different stakeholder interests and other factors will inevitably vary and the board may have to make difficult decisions based on competing priorities which means that it may not always be possible to provide a favourable outcome for all stakeholders.

KEY PERFORMANCE INDICATORS

- Group turnover for the period under review was very solid, at nearly £102 million.

- Continued profit retention to aid with cash flow is the objective, whilst maintaining an attractive dividend to shareholders, with the intention of re-investing in farms.

STREAMLINED ENERGY AND CARBON REPORTING

The group has used HM Governmental Environmental Reporting Guidelines including Streamlined Energy and Reporting guidance.

Energy source

Consumption

Scope

Conversion rate

Emissions calculator

Diesel

2,290 litres

Scope 1

2.53763

5,811kg CO2e

Burning OIl

6,978 litres

Scope 1

2.52782

17,639kg CO2e

Electricity

1,973,431 kWh

Scope 2

0.17700

349,297kg CO2e

Total Scope 1 and 2 Gross emissions (all location based)

372,747kg CO2e

Equivalent expressed as tonnes of CO2e (tCO2)

342.747 tCO2e

Carbon intensity ratio (tCO2e per £m turnover)

3.376 tCO2e

Energy consumption used to calculate the above emissions (kWh)

1,979,163

The comparative date for the period ended 30 November 2024 was as follows:-

Energy source

Consumption

Scope

Conversion rate

Emissions calculator

Electricity

1,711,844 kWh

Scope 2

0.207050

354,437kg CO2e

Total Scope 1 and 2 Gross emissions (all location based)

354,437kg CO2e

Equivalent expressed as tonnes of CO2e (tCO2)

354.437 tCO2e

Carbon intensity ratio (tCO2e per £m turnover)

4.054 tCO2e

Energy consumption used to calculate the above emissions (kWh)

1,711,844

The group has already taken several steps to reduce the impact of its emissions, whether through the use of both solar panels and electric vehicles; or through various other carbon offsetting practices against its wider supply chain emissions under scope 3 (not disclosed above).

The directors will continue to monitor and review the position and seek to minimise further any emissions as far as is practicable.

ON BEHALF OF THE BOARD:

R A Cullum - Director

26 May 2026

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of the wholesale of produce and that of a ripening, packing, storage and distribution service provider.

DIVIDENDS

An interim ordinary dividend was paid amounting to £708,620. 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

E Masias Malaga

L W Parkinson

CHARITABLE DONATIONS AND EXPENDITURE

During the period the group made charitable donations of £9,235.

FUTURE DEVELOPMENTS

The directors are to continue building supplier and client relationships and to expand produce on offer by securing new supplies of produce where there is a identified gap in the market. The changing business models of clients and the more competitive world for supply requires greater working capital. Therefore, the group continues to build profit reserves to continue the subsequent growth reported and will continue to look for opportunities to invest in farms or operations that complement the existing business.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The group and company seek to deal on a fair basis with their suppliers, customers and other stakeholders. Both directors and the wider management engage and communicate very regularly with these various stakeholders and terms of business are communicated in a transparent way.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

The directors ultimately take responsibility for the success of the group and company through setting the strategy of the group and company and providing entrepreneurial leadership, combined with regular management and review of the wider risks to the group and company, the employees and other management. Meetings are held regularly to ensure that this process is ongoing.

DISCLOSURE IN THE STRATEGIC REPORT

Information on the company's review of the business and principal risks and uncertainties is not shown in the directors' report as it is shown in the strategic report.

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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

R A Cullum - Director

26 May 2026

Opinion

We have audited the financial statements of Goldcup Fresh Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 30 November 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 group and 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

26 May 2026

TURNOVER

3

101,515,587

87,423,600

Cost of sales

92,123,913

78,210,506

GROSS PROFIT

9,391,674

9,213,094

Administrative expenses

4,398,422

5,023,918

4,993,252

4,189,176

Other operating income

35,000

-

OPERATING PROFIT

5

5,028,252

4,189,176

Interest receivable and similar income

104,601

95,127

5,132,853

4,284,303

Interest payable and similar expenses

6

79,900

36,005

PROFIT BEFORE TAXATION

5,052,953

4,248,298

Tax on profit

7

1,169,449

1,064,550

PROFIT FOR THE FINANCIAL YEAR

3,883,504

3,183,748

Profit attributable to:

Owners of the parent

3,818,426

3,162,886

Non-controlling interests

65,078

20,862

3,883,504

3,183,748

PROFIT FOR THE YEAR

3,883,504

3,183,748

OTHER COMPREHENSIVE INCOME

Merger relief on acquisition

-

10,468,092

Revaluation of property

-

163,309

Income tax relating to components of other comprehensive income

-

(40,827

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

10,590,574

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,883,504

13,774,322

Total comprehensive income attributable to:

Owners of the parent

3,818,426

13,753,460

Non-controlling interests

65,078

20,862

3,883,504

13,774,322

FIXED ASSETS

Intangible assets

10

(524,696

)

(944,453

)

Tangible assets

11

5,760,915

5,059,462

Investments

12

Interest in joint venture

Share of gross assets

-

37,274

-

37,274

Other investments

568,441

-

5,804,660

4,152,283

CURRENT ASSETS

Stocks

13

1,689,132

1,516,368

Debtors

14

11,276,237

12,737,363

Cash at bank and in hand

5,464,576

4,511,698

18,429,945

18,765,429

CREDITORS

Amounts falling due within one year

15

6,472,135

8,209,889

NET CURRENT ASSETS

11,957,810

10,555,540

TOTAL ASSETS LESS CURRENT LIABILITIES

17,762,470

14,707,823

CREDITORS

Amounts falling due after more than one year

16

(1,152,812

)

(1,219,916

)

PROVISIONS FOR LIABILITIES

20

(312,744

)

(365,877

)

NET ASSETS

16,296,914

13,122,030

CAPITAL AND RESERVES

Called up share capital

21

56,251

56,251

Revaluation reserve

22

122,482

122,482

Other reserves

22

10,468,092

10,468,092

Retained earnings

22

5,564,149

2,454,343

SHAREHOLDERS' FUNDS

16,210,974

13,101,168

NON-CONTROLLING INTERESTS

23

85,940

20,862

TOTAL EQUITY

16,296,914

13,122,030

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

R A Cullum - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

10,861,179

10,861,179

10,861,179

10,861,179

CURRENT ASSETS

Debtors

14

6,225

12,218

Cash at bank

1,079

1,134

7,304

13,352

CREDITORS

Amounts falling due within one year

15

15,977

12,000

NET CURRENT (LIABILITIES)/ASSETS

(8,673

)

1,352

TOTAL ASSETS LESS CURRENT LIABILITIES

10,852,506

10,862,531

CAPITAL AND RESERVES

Called up share capital

21

56,251

56,251

Other reserves

22

10,468,092

10,468,092

Retained earnings

22

328,163

338,188

SHAREHOLDERS' FUNDS

10,852,506

10,862,531

Company's profit for the financial year

698,595

1,046,731

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

R A Cullum - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Changes in equity

Issue of share capital

56,251

-

-

Dividends

-

(708,543

)

-

Total comprehensive income

-

3,162,886

122,482

Balance at 30 November 2024

56,251

2,454,343

122,482

Changes in equity

Dividends

-

(708,620

)

-

Total comprehensive income

-

3,818,426

-

Balance at 30 November 2025

56,251

5,564,149

122,482

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Changes in equity

Issue of share capital

-

56,251

-

56,251

Dividends

-

(708,543

)

-

(708,543

)

Total comprehensive income

10,468,092

13,753,460

20,862

13,774,322

Balance at 30 November 2024

10,468,092

13,101,168

20,862

13,122,030

Changes in equity

Dividends

-

(708,620

)

-

(708,620

)

Total comprehensive income

-

3,818,426

65,078

3,883,504

Balance at 30 November 2025

10,468,092

16,210,974

85,940

16,296,914

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Changes in equity

Issue of share capital

56,251

-

-

56,251

Dividends

-

(708,543

)

-

(708,543

)

Total comprehensive income

-

1,046,731

10,468,092

11,514,823

Balance at 30 November 2024

56,251

338,188

10,468,092

10,862,531

Changes in equity

Dividends

-

(708,620

)

-

(708,620

)

Total comprehensive income

-

698,595

-

698,595

Balance at 30 November 2025

56,251

328,163

10,468,092

10,852,506

Cash flows from operating activities

Cash generated from operations

1

5,071,999

1,470,122

Interest paid

(79,900

)

(35,705

)

Interest element of hire purchase payments paid

-

(300

)

Tax paid

(1,598,486

)

(390,552

)

Net cash from operating activities

3,393,613

1,043,565

Cash flows from investing activities

Purchase of tangible fixed assets

(1,261,886

)

(746,240

)

Purchase of fixed asset investments

(531,167

)

-

Sale of tangible fixed assets

19,900

8,500

Payments to acquire subsidiaries

-

(342,046

)

Cash acquired from subsidiaries

-

6,676,427

Interest received

104,601

95,127

Net cash from investing activities

(1,668,552

)

5,691,768

Cash flows from financing activities

Loan repayments in year

(50,862

)

(1,510,501

)

Capital repayments in year

(12,701

)

(9,801

)

Share issue

-

5,210

Equity dividends paid

(708,620

)

(708,543

)

Net cash from financing activities

(772,183

)

(2,223,635

)

Increase in cash and cash equivalents

952,878

4,511,698

Cash and cash equivalents at beginning of year

2

4,511,698

-

Cash and cash equivalents at end of year

2

5,464,576

4,511,698