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Registered number: 04623982 HENNAN LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
HENNAN LIMITED COMPANY INFORMATION
Directors | C A Critcher
| G B Critcher
| J N Critcher
| S M Critcher
Company secretary | S M Critcher
Registered number | 04623982
Registered office | Unit 6 Cae Gwyrdd
| Tongwynlais
| Cardiff
| CF15 7AB
Independent auditors | James Cowper Kreston Audit
| Chartered Accountants
| 2 Communications Road
| Greenham Business Park
| Greenham
| Newbury
| Berkshire
| RG19 6AB
HENNAN LIMITED CONTENTS
| Page
Group strategic report | 1
Directors' report | 2 - 4
Independent auditors' report | 5 - 8
Consolidated profit and loss account | 9
Consolidated balance sheet | 10
Company balance sheet | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 13
Consolidated statement of cash flows | 14
Consolidated analysis of net debt | 15
Notes to the financial statements | 16 - 31
HENNAN LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The Group is a family business founded in 1997. Collectively we have over 100 years combined experience in the fruit trade. The Group sources fresh produce globally, supplying retailers, food service, caterers, and the wholesale sector and now supplies and distributes fruit to a number of significant customers in the UK.
Business review
The Group is committed to providing a year-round availability of fresh berries to its customer base. This has been achieved by its investments in its UK farming operations, ensuring a consistent supply of high-quality berries. The Group is also dedicated to sourcing premium imported produce. This allows the Group to bridge any seasonal gaps in local production, thereby guaranteeing a twelve-month supply of berries. This dual approach of combining its UK production with carefully selected imports not only ensures continuous product availability but also maintains the high standards of quality that customers expect. Through this dual approach the business has achieved a strong set of accounts.
Principal risks and uncertainties
Market risk: The Group continues to remain exposed to cost inflation due to the current economic climate. However, the Group mitigates this risk by continuing to nurture and maintain the close working relationships with their UK and overseas suppliers to negotiate favourable purchasing terms. Environmental risk: As the Group trades in fresh fruit produce, we are exposed to environmental risks associated with fruit production. The Group successfully mitigates this through continued review of global fruit production/growing conditions which allows us to react quickly to any decline in performance and can look for alternative suppliers or can source alternative fruits to trade in. The Group has also invested in a research and development project which if successful allows 12-month production of produce under light sources which further assists in mitigating the environmental risk. Financial risks: The Group is exposed to foreign currency risk on both the sale and purchase of imported produce. Where possible the Group tries to limit their risk through self-hedging. If the Group deems the risk of specific foreign current transactions to be higher than a level that they are comfortable with, they seek to secure foreign currency hedging instruments.
Financial key performance indicators
The Group’s key performance indicators are revenue, gross profit and net profit. The Directors monitor the Group’s key performance indicators on a regular basis in order to assess the ongoing financial performance. This report was approved by the board and signed on its behalf.
S M Critcher Director
Date: 28 May 2026
Page 1
HENNAN LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors
The directors who served during the year were:
C A Critcher
G B Critcher
J N Critcher
S M Critcher
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group 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 the Group and to 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.
Results and dividends
The profit for the year, after taxation, amounted to £393,243 (2024 - £331,578). Dividends of £270,000 (2024: £240,000) were declared in the year.
Future developments
The Directors will continue to build on long standing relationships whilst seeking new opportunities and adapt as the market and industry evolves. Page 2
HENNAN LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial instruments
Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy to assess the credit risk of new customers before entering contracts. Each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval. The Group has policies and procedures to monitor their ongoing exposure and to minimise any risks of losses. Liquidity risk Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Foreign exchange risk The Group trades in GBP, EUR and USD and as a result incurs foreign exchange gains and losses on the timing differences between order and payment. To mitigate the associated transaction risk the Group holds bank accounts in all three currencies. Exposure is reduced through purchasing forward exchange contracts. This gives the Group the ability to draw down on these contracts where the current spot rate is unfavourable. Equally where the spot rate is favourable then the Group uses the available rate. The open position of hedges is carefully monitored to ensure forward contracts are utilised prior to their expiry date. Interest rate risk The Group's interest rate risk is limited due to the fixed rates on its finance leases and bank loans and is therefore primarily associated with its ability to make interest payments.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Auditors
The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 3
HENNAN LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the board and signed on its behalf.
S M Critcher Director
Date: 28 May 2026
Page 4
HENNAN LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENNAN LIMITED
Opinion
We have audited the financial statements of Hennan Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated profit and loss account, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 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 United Kingdom, including the Financial Reporting Council'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 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. Page 5
HENNAN LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENNAN LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report 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 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 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 Directors' responsibilities statement set out on page 2, 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'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. Page 6
HENNAN LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENNAN LIMITED (CONTINUED)
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 an Auditors' 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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. 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 Auditors' report. Page 7
HENNAN LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENNAN LIMITED (CONTINUED)
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 an Auditors' 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Alexander Peal BSc (Hons) FCA DChA (Senior Statutory Auditor) for and on behalf of James Cowper Kreston Audit Chartered Accountants 2 Communications Road Greenham Business Park Greenham Newbury Berkshire RG19 6AB 2 June 2026 Page 8
HENNAN LIMITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 24,666,312 | 22,513,712
Cost of sales |  | (22,711,615) | (20,652,709)
Gross profit |  | 1,954,697 | 1,861,003
Administrative expenses |  | (1,348,404) | (1,445,305)
Other operating income | 5 | - | 100,942
Operating profit | 6 | 606,293 | 516,640
Interest receivable and similar income |  | 8,317 | -
Interest payable and similar expenses | 10 | (64,866) | (92,587)
Profit before tax |  | 549,744 | 424,053
Tax on profit | 11 | (161,339) | (92,475)
Profit for the financial year |  | 388,405 | 331,578
Profit for the year attributable to: |  |  |
Owners of the Parent Company |  | 388,405 | 331,578
|  | 388,405 | 331,578
There are no items of other comprehensive income for 2025 or 2024 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 16 to 31 form part of these financial statements.
Page 9
HENNAN LIMITED REGISTERED NUMBER: 04623982 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 2,163,921 |  | 2,219,179
|  |  | 2,163,921 |  | 2,219,179
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 2,838,960 |  | 2,322,180 |
Cash at bank and in hand | 15 | 1,219,784 |  | 1,008,983 |
|  | 4,058,744 |  | 3,331,163 |
Creditors: amounts falling due within one year | 16 | (3,251,761) |  | (2,552,502) |
Net current assets |  |  | 806,983 |  | 778,661
Total assets less current liabilities |  |  | 2,970,904 |  | 2,997,840
Creditors: amounts falling due after more than one year | 17 |  | (794,460) |  | (932,805)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 | (20,282) |  | (27,278) |
|  |  | (20,282) |  | (27,278)
Net assets excluding pension asset |  |  | 2,156,162 |  | 2,037,757
Net assets |  |  | 2,156,162 |  | 2,037,757
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 100 |  | 100
Profit and loss account | 24 |  | 2,156,062 |  | 2,037,657
Equity attributable to owners of the Parent Company |  |  | 2,156,162 |  | 2,037,757
|  |  | 2,156,162 |  | 2,037,757
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
G B Critcher
Director
Date: 28 May 2026
Page 10
HENNAN LIMITED REGISTERED NUMBER: 04623982 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 13 |  | 100 |  | 100
|  |  | 100 |  | 100
Current assets |  |  |  |  |
Cash at bank and in hand | 15 | 6 |  | 6 |
|  | 6 |  | 6 |
Creditors: amounts falling due within one year | 16 | (2) |  | (2) |
Net current assets |  |  | 4 |  | 4
Net assets |  |  | 104 |  | 104
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 100 |  | 100
Profit and loss account carried forward |  |  | 4 |  | 4
|  |  | 104 |  | 104
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
G B Critcher
Director
Date: 29 May 2026
The notes on pages 16 to 31 form part of these financial statements. Page 11
HENNAN LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Equity attributable to owners of Parent Company | Total equity
| £ | £ | £ | £
At 1 January 2025 | 100 | 2,037,657 | 2,037,757 | 2,037,757
Profit for the year | - | 388,405 | 388,405 | 388,405
Dividends: Equity capital | - | (270,000) | (270,000) | (270,000)
At 31 December 2025 | 100 | 2,156,062 | 2,156,162 | 2,156,162
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Equity attributable to owners of Parent Company | Total equity
| £ | £ | £ | £
At 1 January 2024 | 100 | 1,946,079 | 1,946,179 | 1,946,179
Profit for the year | - | 331,578 | 331,578 | 331,578
Dividends: Equity capital | - | (240,000) | (240,000) | (240,000)
At 31 December 2024 | 100 | 2,037,657 | 2,037,757 | 2,037,757
| The notes on pages 16 to 31 form part of these financial statements.
Page 12
HENNAN LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2025 | 100 | 4 | 104
Profit for the year | - | 270,000 | 270,000
Dividends: Equity capital | - | (270,000) | (270,000)
At 31 December 2025 | 100 | 4 | 104
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 100 | 4 | 104
Profit for the year | - | 240,000 | 240,000
Dividends: Equity capital | - | (240,000) | (240,000)
At 31 December 2024 | 100 | 4 | 104
| The notes on pages 16 to 31 form part of these financial statements.
Page 13
HENNAN LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 388,405 | 331,578
Adjustments for: |  |
Depreciation of tangible assets | 62,120 | 64,350
Interest paid | 55,690 | 92,587
Interest received | (859) | -
Taxation charge | 161,339 | 92,475
(Increase)/decrease in debtors | (516,777) | 827,954
Increase/(decrease) in creditors | 628,699 | (188,223)
Corporation tax (paid) | (104,564) | (62,277)
Net cash generated from operating activities | 674,053 | 1,158,444
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (6,863) | (2,100)
Interest received | 859 | -
Net cash from investing activities | (6,004) | (2,100)
Cash flows from financing activities |  |
Repayment of loans | (97,405) | (143,587)
Repayment of/new finance leases | (34,153) | (34,152)
Dividends paid | (270,000) | (240,000)
Interest paid | (55,690) | (92,587)
Net cash used in financing activities | (457,248) | (510,326)
Net increase in cash and cash equivalents | 210,801 | 646,018
Cash and cash equivalents at beginning of year | 1,008,983 | 362,965
Cash and cash equivalents at the end of year | 1,219,784 | 1,008,983
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,219,784 | 1,008,983
| 1,219,784 | 1,008,983
The notes on pages 16 to 31 form part of these financial statements.
Page 14
HENNAN LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 1,008,983 | 210,801 | 1,219,784
Bank loans due after 1 year | (868,203) | 104,192 | (764,011)
Bank loans due within 1 year | (96,721) | (6,787) | (103,508)
Obligations under finance lease and hire purchase contracts due after 1 year | (64,602) | 34,153 | (30,449)
Obligations under finance lease and hire purchase contracts due within 1 year | (34,152) | - | (34,152)
| (54,695) | 342,359 | 287,664
The notes on pages 16 to 31 form part of these financial statements.
Page 15
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Hennan Limited ("the Company") is a private company limited by share capital and incorporated in England and Wales. The address of the registered office and principal office is Unit 6 Cae Gwyrdd, Tongwynlais, Cardiff, Wales, CF15 7AB. The Group consists of Hennan Limited and all its subsidiaries. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Group has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue consists of the total value of services sold in the year, net of any discounts, rebates and value added tax.
| 2.4 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Page 16
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | Not depreciated
|  |  |  | Plant & machinery | - | 25 - 33% per annum
|  |  |  | Fixtures & fittings | - | 20% per annum
|  |  |  | Other fixed assets | - | 5% per annum
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.5 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.6 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.7 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.8 | Financial instruments
The Group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans with related parties. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Page 17
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Foreign currency translation
Functional and presentation currency The Group's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.10 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
| 2.11 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.12 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds. Page 18
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 19
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgments have had the most significant effect on amounts recognised in the financial statements. Tangible fixed assets Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values. Taxation The Group establishes provisions based on reasonable estimates. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Bad debt provision The Group establishes provisions based on reasonable estimates. The Group makes specific provisions when it is probable that complete recovery of amounts due from trade debtors will not be made. Reviews of provisions held against customer accounts are carried out at least quarterly by management who consider cash inflows, historic recoveries and market information.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wholesale fruit sales | 24,556,721 | 22,385,471
| Rent receivable | 48,544 | 57,045
| Commission receivable | 12,354 | 22,503
| Recharges | 48,693 | 48,693
|  | 24,666,312 | 22,513,712
| All turnover arose within the United Kingdom.
Page 20
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | - | 100,000
| Government grants receivable | - | 942
|  | - | 100,942
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating lease rentals | 177,065 | 30,495
| Exchange differences | (114,381) | (115,170)
| Depreciation of tangible fixed assets - owned by the Company | 24,172 | 26,402
| Depreciation of tangible fixed assets - held under finance leases | 37,948 | 37,948
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements | 12,400 | 12,000
| Fees payable to the Group's auditors in respect of: |  |
| Taxation compliance services | 2,200 | 2,150
| Other services | 1,900 | 1,850
Page 21
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 614,854 | 765,729
| Social security costs | 83,423 | 89,331
| Cost of defined contribution scheme | 116,348 | 45,597
|  | 814,625 | 900,657
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Directors | 4 | 4
|  | Administration | 8 | 6
|  |  | 12 | 10
9. | Directors' remuneration
|  | Group 2025 | Group 2024 | Company 2025 | Company 2024
|  | £ | £ | £ | £
| Directors' emoluments | 425,000 | 467,250 | - | -
| Group contributions to defined contribution pension schemes | 20,000 | 5,000 | - | -
|  | 445,000 | 472,250 | - | -
| During the year retirement benefits were accruing to 3 (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £175,000 (2024 - £181,500).
| The value of the Group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £8,000 (2024 - £5,000).
Page 22
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 56,439 | 84,160
| Finance leases and hire purchase contracts | 8,427 | 8,427
|  | 64,866 | 92,587
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 168,365 | 104,687
| Adjustments in respect of previous periods | (30) | (3,185)
|  | 168,335 | 101,502
| Total current tax | 168,335 | 101,502
| Deferred tax |  |
| Origination and reversal of timing differences | (6,996) | (9,027)
| Total deferred tax | (6,996) | (9,027)
|  | 161,339 | 92,475
Page 23
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 549,744 | 424,053
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 137,436 | 106,013
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 23,933 | 10,697
| Adjustments to tax charge in respect of prior periods | (30) | (3,185)
| Adjustments to tax charge in respect of previous periods - deferred tax | - | 3,950
| Non-taxable income | - | (25,000)
| Total tax charge for the year | 161,339 | 92,475
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 24
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
| Group
|  | Freehold property | Plant & machinery | Fixtures & fittings | Other fixed assets | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2025 | 1,905,844 | 1,182,988 | 76,173 | 234,254 | 3,399,259
| Additions | - | - | 6,863 | - | 6,863
| Disposals | - | - | (2,763) | - | (2,763)
| At 31 December 2025 | 1,905,844 | 1,182,988 | 80,273 | 234,254 | 3,403,359
| Depreciation |  |  |  |  |
| At 1 January 2025 | - | 1,079,586 | 68,654 | 31,840 | 1,180,080
| Charge for the year | - | 37,948 | 8,252 | 15,920 | 62,120
| Disposals | - | - | (2,762) | - | (2,762)
| At 31 December 2025 | - | 1,117,534 | 74,144 | 47,760 | 1,239,438
| Net book value |  |  |  |  |
| At 31 December 2025 | 1,905,844 | 65,454 | 6,129 | 186,494 | 2,163,921
| At 31 December 2024 | 1,905,844 | 103,402 | 7,519 | 202,414 | 2,219,179
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Plant and machinery | 65,454 | 103,402
Page 25
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 100
| At 31 December 2025 | 100
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Class of shares | Holding
| Agri SGJ Limited | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
| Agri SGJ Limited | 2,160,996 | 393,243
14. | Debtors
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Trade debtors | 2,667,483 | 1,944,192
| Amounts owed by group undertakings | - | 188,653
| Amounts owned by associated undertakings | 78,969 | 7,606
| Other debtors | 92,215 | 84,280
| Prepayments and accrued income | 293 | 97,449
|  | 2,838,960 | 2,322,180
Page 26
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 1,219,784 | 1,008,983 | 6 | 6
|  | 1,219,784 | 1,008,983 | 6 | 6
| Security Bank overdrafts are secured by way of a fixed and floating charge over the assets of the Group.
16. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 103,508 | 96,721 | - | -
| Trade creditors | 2,192,477 | 1,876,025 | - | -
| Amounts owed to group undertakings | 672,785 | 240,000 | 2 | 2
| Corporation tax | 168,365 | 104,594 | - | -
| Other taxation and social security | 43,560 | 25,148 | - | -
| Obligations under finance lease and hire purchase contracts | 34,152 | 34,152 | - | -
| Other creditors | - | 68,010 | - | -
| Accruals and deferred income | 36,914 | 107,852 | - | -
|  | 3,251,761 | 2,552,502 | 2 | 2
| Security Bank overdrafts are secured by way of a fixed and floating charge over the assets of the Company.
17. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Bank loans | 764,011 | 868,203
| Net obligations under finance leases and hire purchase contracts | 30,449 | 64,602
|  | 794,460 | 932,805
Security Bank loans are secured by way of a fixed and floating charge over the assets of the Company. Page 27
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 103,508 | 96,721
| Amounts falling due 1-2 years |  |
| Bank loans | 103,745 | 97,247
| Amounts falling due 2-5 years |  |
| Bank loans | 350,220 | 322,199
| Amounts falling due after more than 5 years |  |
| Bank loans | 310,046 | 448,757
|  | 867,519 | 964,924
| Security Bank loans are secured by way of a fixed and floating charge over the assets of the Company. Included within the above balance is £428,204, annual interest is charged at 7.75%. Included within the above balance is £439,315, annual interest is charged at 5.53%. The remaining repayment term of the loans range from 7-8 years.
19. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 34,153 | 34,153
| Between 1-5 years | 30,448 | 64,601
|  | 64,601 | 98,754
Page 28
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Financial instruments
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Financial assets |  |
| Cash and cash equivalents | 1,219,778 | 1,008,983
| Financial assets measured at amortised cost | 2,843,734 | 2,224,731
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | 3,424,568 | 3,485,307
| Financial assets measured at amortised cost comprise trade, group and other debtors and amounts due from associated undertakings
| Financial liabilities measured at amortised cost comprise trade, group and other creditors, bank loans, obligations under finance lease and hire purchase contracts, and accruals.
21. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (27,278)
| Charged to profit or loss | 6,996
| At end of year | (20,282)
| Company
| At beginning of year | -
| At end of year | -
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Fixed asset timing differences | (20,282) | (27,278)
|  | (20,282) | (27,278)
Page 29
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Authorised |  |
|  | 10 (2024 - 10) Ordinary A shares of £1.00 each | 10 | 10
|  | 330 (2024 - 330) Ordinary B shares of £1.00 each | 330 | 330
|  | 330 (2024 - 330) Ordinary C shares of £1.00 each | 330 | 330
|  | 330 (2024 - 330) Ordinary D shares of £1.00 each | 330 | 330
|  |  | 1,000 | 1,000
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary A share of £1.00 | 1 | 1
|  | 33 (2024 - 33) Ordinary B shares of £1.00 each | 33 | 33
|  | 33 (2024 - 33) Ordinary C shares of £1.00 each | 33 | 33
|  | 33 (2024 - 33) Ordinary D shares of £1.00 each | 33 | 33
|  |  | 100 | 100
23. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid | 270,000 | 240,000
|  | 270,000 | 240,000
24. | Reserves
Profit & loss account This reserve account represents cumulative profits available for distribution to shareholders.
25. | Contingent liabilities
A cross guarantee and debenture are provided over the bank loans by Agri Fruit Limited.
26. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £116,348 (2024: £38,861). Contributions totalling £922 (2024: £488) were payable to the fund at the balance sheet date and are included in creditors. Page 30
HENNAN LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
27. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 18,678 | 12,546
| Later than 1 year and not later than 5 years | 23,996 | -
|  | 42,674 | 12,546
28. | Related party transactions
| As a wholly owned subsidiary, the Group is exempt from disclosing transactions with 100% owned members of the group headed by Hennan Limited in accordance with FRS 102 paragraph 33.1A. The Group has continued to invest in the farm operated through Agri Fruit Limited, a related party through common control. During the year the Group received a management charge of £48,693 (2024: £48,693), rent of £48,444 (2024: £57,045) and recovered amounts incurred on the behalf of Agri Fruit Limited. Agri Fruit Limited owed the Group £Nil (2024: £188,653) at year end in respect of these transactions and other trade that are deemed to have been conducted under normal market conditions. Strawfam Limited, a related party through common control owed the Company £115,051 (2024: £70,006) at year end in respect of transactions and other trade that are deemed to have been conducted under normal market conditions. Flex Farming Limited was owed by the Group (a Company in which there is significant control over) £7,685 (2024: £12,555) at year end in respect of transactions and other trade that are deemed to have been conducted under normal market conditions. During the year rent of £35,258 (2024: £37,314) was paid to the Directors. Included within other creditors at the year end is an amount of £Nil (2024: £63,499) due to the Directors. Directors are considered to be key management personnel, being those persons having authority and responsibility for planning, their remuneration is detailed in note 9.
29. | Controlling party
The Group is under the control of its Directors.
Page 31