ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 03487312

AGRI SGJ LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

AGRI SGJ LIMITED

COMPANY INFORMATION

Directors	C A Critcher
	G B Critcher
	S M Critcher
	J N Critcher


Company secretary	S M Critcher


Registered number	03487312


Registered office	Unit 6
	Cae Gwyrdd
	Tongwynlais
	Cardiff
	South Glamorgan
	CF15 7AB


Independent auditors	James Cowper Kreston Audit
	Chartered Accountants and Statutory Auditor
	2 Communications Road
	Greenham Business Park
	Greenham
	Newbury
	Berkshire
	RG19 6AB

AGRI SGJ LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Analysis of Net Debt	13
Notes to the Financial Statements	14 - 27

AGRI SGJ LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The Company is a family business founded in 1997. Collectively we have over 100 years combined experience in the fruit trade. The Company 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 Company 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 Company is also dedicated to sourcing premium imported produce. This allows the Company 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 company continues to remain exposed to cost inflation due to the current economic climate. However, the Company 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 Company trades in fresh fruit produce, we are exposed to environmental risks associated with fruit production. The Company 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 Company 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 Company is exposed to foreign currency risk on both the sale and purchase of imported produce. Where possible the Company tries to limit their risk through self-hedging. If the Company 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 Company’s key performance indicators are revenue, gross profit and net profit. The Directors monitor the Company’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

AGRI SGJ 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

S M Critcher

J N Critcher

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' 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 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 of the profit or loss of the Company for that period.

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

∙select suitable accounting policies for the Company'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 Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 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 £388,405 (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

AGRI SGJ 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 Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is mainly exposed to credit risk from credit sales. It is Company policy to assess the credit risk of new customers before entering contracts. Each new customer is analysed individually for creditworthiness before the Company'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 Company has policies and procedures to monitor their ongoing exposure and to minimise any risks of losses.

Liquidity risk

Liquidity risk arises from the Company's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

Foreign exchange risk

The Company 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 Company holds bank accounts in all three currencies.

Exposure is reduced through purchasing forward exchange contracts. This gives the Company the ability to draw down on these contracts where the current spot rate is unfavourable. Equally where the spot rate is favourable then the Company 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 Company'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'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's auditors are aware of that information.

Page 3

AGRI SGJ LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

S M Critcher

Director

Date: 28 May 2026

Page 4

AGRI SGJ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI SGJ LIMITED

Opinion

We have audited the financial statements of Agri SGJ Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the 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 Company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 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.

Page 5

AGRI SGJ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI SGJ LIMITED (CONTINUED)

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 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of Directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 6

AGRI SGJ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI SGJ 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 financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

AGRI SGJ LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI SGJ 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 and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

Berkshire

RG19 6AB

2 June 2026

Page 8

AGRI SGJ LIMITED

STATEMENT OF COMPREHENSIVE INCOME

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

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 14 to 27 form part of these financial statements.

Page 9

AGRI SGJ LIMITED

REGISTERED NUMBER: 03487312

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	13		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	1,219,778		1,008,977
		4,058,738		3,331,157

Creditors: amounts falling due within one year	16	(3,251,759)		(2,552,500)
Net current assets			806,979		778,657
Total assets less current liabilities			2,970,900		2,997,836
Creditors: amounts falling due after more than one year	17		(794,460)		(932,805)
Provisions for liabilities
Deferred tax	21	(20,282)		(27,278)
			(20,282)		(27,278)
Net assets			2,156,158		2,037,753

Capital and reserves
Called up share capital	22	100	100
Profit and loss account	23	2,156,058	2,037,653
		2,156,158	2,037,753

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 14 to 27 form part of these financial statements.

Page 10

AGRI SGJ LIMITED

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	2,037,653	2,037,753

Profit for the year	-	388,405	388,405
Dividends: Equity capital	-	(270,000)	(270,000)
At 31 December 2025	100	2,156,058	2,156,158

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	1,946,075	1,946,175

Profit for the year	-	331,578	331,578
Dividends: Equity capital	-	(240,000)	(240,000)
At 31 December 2024	100	2,037,653	2,037,753

The notes on pages 14 to 27 form part of these financial statements.

Page 11

AGRI SGJ LIMITED

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)	827,948
Increase/(decrease) in creditors	628,699	(188,223)
Corporation tax (paid)	(104,564)	(62,277)
Net cash generated from operating activities	674,053	1,158,438

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	646,012
Cash and cash equivalents at beginning of year	1,008,977	362,965
Cash and cash equivalents at the end of year	1,219,778	1,008,977

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,219,778	1,008,977
	1,219,778	1,008,977

The notes on pages 14 to 27 form part of these financial statements.

Page 12

AGRI SGJ LIMITED

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	1,008,977	210,801	1,219,778
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)
	(54,701)	342,359	287,658

The notes on pages 14 to 27 form part of these financial statements.

Page 13

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Agri SGJ Limited (registered number 03487312) is a private company limited by share capital and incorporated in England and Wales. The address of the registered office and principal place of trade is Unit 6, Cae Gwyrdd, Tongwynlais, Cardiff, Wales, CF15 7AB.

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 financial statements are rounded to the nearest whole pound Sterling which is the Company's functional and presentational currency.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

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.

2.3

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 Company 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.

Land is not depreciated. Depreciation on other assets 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 land	-	Not depreciated
Fixtures & fittings	-	25 - 33% per annum
Plant & machinery	-	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.

Page 14

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

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 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 Company's cash management.

2.5

Financial instruments

The Company 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.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Foreign currency translation

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.

Page 15

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

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.

2.9

Operating leases: the Company as lessee

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

2.10

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 operates and generates 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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

Page 16

AGRI SGJ 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 Company 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 Company establishes provisions based on reasonable estimates. The Company 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.

Wholesale fruit sales	24,556,721	22,385,471
Rent receivable	48,544	57,045
Commissions receivable	12,354	22,503
Recharges	48,693	48,693
	24,666,312	22,513,712

All turnover arose within the United Kingdom.

Page 17

AGRI SGJ 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

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

Fees payable to the Company's auditors for the audit of the Company's financial statements	12,400	11,000
Fees payable to the Company's auditors in respect of:
Taxation compliance services	2,200	2,150
Other services	1,900	1,000

Page 18

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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
		2025	2024
		£	£

Directors' emoluments	425,000	467,250
Company contributions to defined contribution pension schemes	20,000	5,000
	445,000	472,250

	During the year retirement benefits were accruing to 3 Directors (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 Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £8,000 (2024 - £5,000).

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

Page 19

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	168,365	104,687
Adjustments in respect of previous periods	(30)	(3,185)

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)


	Tax on profit	161,339	92,475

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 previous periods	(30)	(3,185)
Adjustments to tax charge in respect of previous periods - deferred tax	-	3,950
Income not taxable for tax purposes	-	(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 20

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Dividends
		2025	2024
		£	£

	Dividends paid	270,000	240,000
		270,000	240,000

13.	Tangible fixed assets

	Freehold land	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
	65,454	103,402

Page 21

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Debtors: Amounts falling due within one year

					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

15.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	1,219,778	1,008,977
	1,219,778	1,008,977

Security

Bank overdrafts are secured by way of a fixed and floating charge over the assets of the Company.

16.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	103,508	96,721
Trade creditors	2,192,477	1,876,025
Amounts owed to group undertakings	672,783	239,998
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 (incl directors loans)	-	68,010
Accruals and deferred income	36,914	107,852
	3,251,759	2,552,500

Security

Bank overdrafts are secured by way of a fixed and floating charge over the assets of the Company.

Page 22

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due after more than one year
		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

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.

Page 23

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Within one year	34,153	34,153
Between 1-5 years	30,448	64,601
	64,601	98,754

Security

Obligations under finance lease and hire purchase contracts are secured over the assets to which they relate.

20.	Financial instruments
		2025	2024
		£	£

Financial assets
Cash and cash equivalents	1,219,778	1,008,977
Financial assets measured at fair value through profit or loss	2,843,734	2,224,731
	4,063,512	3,233,708

	Financial liabilities
	Financial liabilities measured at amortised cost	3,424,568	3,485,305

	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.

Page 24

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.	Deferred taxation

	2025	2024
	£	£

At beginning of year	(27,278)	(36,305)
Charged to profit or loss	6,996	9,027
At end of year	(20,282)	(27,278)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

	Fixed asset timing differences	(20,282)	(27,278)
		(20,282)	(27,278)

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.

Reserves

Profit & loss account

This reserve account represents cumulative profits available for distribution to shareholders.

Page 25

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company 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.

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

26.	Contingent liabilities

A cross guarantee and debenture are provided over the bank loans by Agri Fruit Limited.

27.

Related party transactions

As a wholly owned subsidiary, the Company 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 Company has continued to invest in the farm operated through Agri Fruit Limited, a related party through common control. During the year the Company received a management charge of £246,042 (2024: £63,305), rent of £48,000 (2024: £48,000) and has been recharged for expenses paid on its behalf by Agri SGJ Limited, a related party through common control.

Agri Fruit Limited owed the Company £Nil (2024: £188,653) and Agri SGJ owes Agri Fruit Limited £182,785 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 Company (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.

Page 26

AGRI SGJ LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

28.	Controlling party

The ultimate holding company during the year was Hennan Limited who owned 100% of the issued share capital. The directors of Agri SGJ Limited equally own Hennan Limited and equally control Agri SGJ Limited.

The registered office of Hennan Limited is Unit 6 Cae Gwyrdd, Tongwynlais, Cardiff, Wales, CF15 7AB. Group accounts will be prepared for the period ending 31 December 2025.

Page 27