Company registration number 01336429 (England and Wales)
PEARCE SEEDS (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PEARCE SEEDS (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
Mr K Tuffin
Mrs C Tuffin
Mr T Rutter
Mr A Tuffin
(Appointed 20 October 2025)
Secretary
Mrs C Tuffin
Company number
01336429
Registered office
Rosedown Farm
Sandford Orcas
SHERBORNE
Dorset
DT9 4SX
Auditor
Old Mill Audit Limited
Maltravers House
Petters Way
YEOVIL
Somerset
BA20 1SH
PEARCE SEEDS (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9 - 10
Company balance sheet
11 - 12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 37
PEARCE SEEDS (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

Spring into summer saw a sustained drought period affecting farming significantly, and thus our sales. Chemical sales, two thirds of which we do in the spring, were down as the dry weather reduced the disease pressure on crops, as such we had the lowest chemical sales in over 8 years. However, the drought reduced the growth of grass and large areas of grassland died off and so needed re-seeding. The demand for re-seeding resulted in the highest grass seed sales we have ever seen. The margin made on grass seed is similar to that of chemicals and so compensated for some of the overall margin lost from low chemical sales.

We saw continued growth in overall sales due to the continued establishment of our sales team which we have been steadily growing over the past few years. The steady growth seen across all sales categories is owing to this investment in our sales team. Overall sales and margin have grown steadily as per our continued 5 year business plan of expansion within our trading area.

Given our growth strategy we are still in a period of investment in our logistics capability. This investment has added a significant amount of cost to the business, which in previous years contributed to our reduced profitability, but in 2025 we have managed to reach a more sustainable equilibrium.

The cost of finance continues to be a significant cost increase, as per the previous two years. However, we have made savings in finance costs by reducing our stock holding and introducing new measures for chasing debt which has seen a reduction in our debtor days.

The overall business environment remains difficult with supply chain, energy and finance costs remaining high having shot up in the previous two years. We have managed these costs better in 2025, possibly having been slow to react to them in 2023/24. Having continued to reduce and control costs as much as possible, we are focusing on the continued growth of the business as our main effort to return to our previous levels of profitability. The modest profit we have seen from 2025 shows that we have turned the corner following the cost increases of our logistics investments and the change in business environment. With two to three more salespeople being added in 2026 we are expecting to see a continuation of our growth and a return to greater profitability.

Principal risks and uncertainties

Credit Risk

The group has policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is reassessed regularly. The directors do not consider that any customer represents a major risk to the business.

Liquidity Risk

The group actively manages liquidity to ensure it has sufficient available funds for operations and planned activity.

Other key external risks to the group include increased competitive and seasonal pressures within the agricultural industry and the changes in Farmers BP awards.

Key performance indicators

Targets for the key performance indicators of turnover, gross margin and overheads are shared by the directors with the management team.

Actual results are compared to budget on a regular basis so that variances can be addressed at the earliest opportunity. This includes activity monitoring, monthly reviews of margins and overheads. Other priorities include focusing on the quality of the provision of product and staff development.

PEARCE SEEDS (HOLDINGS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

Mrs C Tuffin
Director
4 June 2026
PEARCE SEEDS (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

The principal activity of the company and group continued to be that of the sale of agricultural products (seeds, feed, chemicals, fertiliser), seed processing, seed wholesaling and the sale of commercial and domestic fuel.

Directors

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

Mr K Tuffin
Mrs C Tuffin
Mr T Rutter
Mr A Tuffin
(Appointed 20 October 2025)
Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £50,000. The directors do not recommend payment of a further dividend.

Preference dividends were paid amounting to £13,260 and are reflected within interest payable and similar expenses. The directors do not recommend payment of a final dividend.

Auditor

The auditor, Old Mill Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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

On behalf of the board
Mrs C Tuffin
Director
4 June 2026
PEARCE SEEDS (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

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

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

PEARCE SEEDS (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PEARCE SEEDS (HOLDINGS) LIMITED
- 5 -
Opinion

We have audited the financial statements of Pearce Seeds (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport 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.

PEARCE SEEDS (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PEARCE SEEDS (HOLDINGS) LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

Use of our report

This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

David Jones MSc FCA (Senior Statutory Auditor)
For and on behalf of Old Mill Audit Limited, Statutory Auditor
Maltravers House
Petters Way
YEOVIL
Somerset
BA20 1SH
5 June 2026
PEARCE SEEDS (HOLDINGS) LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
21,813,947
21,622,446
Cost of sales
(16,910,975)
(16,758,965)
Gross profit
4,902,972
4,863,481
Distribution costs
(812,392)
(780,604)
Administrative expenses
(3,569,077)
(3,230,946)
Other operating income
168,727
127,347
Operating profit
4
690,230
979,278
Interest receivable and similar income
6
32,727
30,406
Interest payable and similar expenses
7
(391,433)
(504,103)
Profit before taxation
331,524
505,581
Tax on profit
8
(161,689)
127,940
Profit for the financial year
169,835
633,521
Profit for the financial year is attributable to:
- Owners of the parent company
(207,050)
113,877
- Non-controlling LLP Members
376,885
519,644
169,835
633,521
PEARCE SEEDS (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
£
£
Profit for the year
169,835
633,521
Other comprehensive income
-
-
Total comprehensive income for the year
339,303
636,831
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(207,050)
113,877
- Non-controlling interests
376,885
519,644
169,835
633,521
PEARCE SEEDS (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
69,385
44,880
Tangible assets
11
4,197,752
4,142,994
4,267,137
4,187,874
Current assets
Stocks
15
3,292,266
3,917,072
Debtors
16
2,328,768
2,592,777
Cash at bank and in hand
50,321
16,963
5,671,355
6,526,812
Creditors: amounts falling due within one year
17
(6,454,468)
(7,138,218)
Net current liabilities
(783,113)
(611,406)
Total assets less current liabilities
3,484,024
3,576,468
Creditors: amounts falling due after more than one year
18
(2,922,819)
(3,167,386)
Provisions for liabilities
Deferred tax liability
21
483,619
321,930
(483,619)
(321,930)
Net assets
77,586
87,152
Capital and reserves
Called up share capital
23
10,300
10,300
Share premium account
4,275
4,275
Profit and loss reserves
(352,830)
(95,780)
Equity attributable to owners of the parent company
(338,255)
(81,205)
Non-controlling interests
415,841
168,357
Total equity
77,586
87,152
PEARCE SEEDS (HOLDINGS) LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 4 June 2026 and are signed on its behalf by:
04 June 2026
Mr K Tuffin
Mrs C Tuffin
Director
Director
Company registration number 01336429 (England and Wales)
PEARCE SEEDS (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
69,385
44,880
Tangible assets
11
2,541,746
2,486,988
Investment property
12
2,730,000
2,000,000
Investments
13
2
-
0
5,341,133
4,531,868
Current assets
Debtors
16
163,267
514,142
Cash at bank and in hand
48,734
11,007
212,001
525,149
Creditors: amounts falling due within one year
17
(1,533,674)
(1,413,598)
Net current liabilities
(1,321,673)
(888,449)
Total assets less current liabilities
4,019,460
3,643,419
Creditors: amounts falling due after more than one year
18
(2,922,819)
(3,167,386)
Provisions for liabilities
Deferred tax liability
21
483,619
321,930
(483,619)
(321,930)
Net assets
613,022
154,103
Capital and reserves
Called up share capital
23
10,300
10,300
Share premium account
4,275
4,275
Profit and loss reserves
598,447
139,528
Total equity
613,022
154,103
PEARCE SEEDS (HOLDINGS) LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 12 -

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £508,919 (2024 - £121,416 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 4 June 2026 and are signed on its behalf by:
04 June 2026
Mr K Tuffin
Mrs C Tuffin
Director
Director
Company registration number 01336429 (England and Wales)
PEARCE SEEDS (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
10,300
4,275
(129,657)
(115,082)
319,209
204,127
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
113,877
113,877
519,644
633,521
Dividends
9
-
-
(80,000)
(80,000)
-
(80,000)
Other movements
-
-
-
-
(670,496)
(670,496)
Balance at 31 December 2024
10,300
4,275
(95,780)
(81,205)
168,357
87,152
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
(207,050)
(207,050)
376,885
169,835
Dividends
9
-
-
(50,000)
(50,000)
-
(50,000)
Other movements
-
-
-
-
(129,401)
(129,401)
Balance at 31 December 2025
10,300
4,275
(352,830)
(338,255)
415,841
77,586
PEARCE SEEDS (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
10,300
4,275
98,112
112,687
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
121,416
121,416
Dividends
9
-
-
(80,000)
(80,000)
Balance at 31 December 2024
10,300
4,275
139,528
154,103
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
508,919
508,919
Dividends
9
-
-
(50,000)
(50,000)
Balance at 31 December 2025
10,300
4,275
598,447
613,022
PEARCE SEEDS (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
1,364,424
914,282
Interest paid
(391,433)
(504,103)
Net cash inflow from operating activities
972,991
410,179
Investing activities
Purchase of intangible assets
(30,000)
(40,000)
Purchase of tangible fixed assets
(79,117)
(49,314)
Proceeds from disposal of tangible fixed assets
152,471
117,652
Interest received
32,727
30,406
Net cash generated from investing activities
76,081
58,744
Financing activities
Repayment of borrowings
(146,503)
(80,000)
Proceeds from new bank loans
-
584,060
Repayment of bank loans
(127,218)
(607,813)
Payment of finance leases obligations
(488,792)
(439,744)
Net cash used in financing activities
(762,513)
(543,497)
Net increase/(decrease) in cash and cash equivalents
286,559
(74,574)
Cash and cash equivalents at beginning of year
(3,246,869)
(3,172,295)
Cash and cash equivalents at end of year
(2,960,310)
(3,246,869)
Relating to:
Cash at bank and in hand
50,321
16,963
Bank overdrafts included in creditors payable within one year
(3,010,631)
(3,263,832)
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information

Pearce Seeds (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Rosedown Farm, Sandford Orcas, SHERBORNE, Dorset, DT9 4SX.

The group consists of Pearce Seeds (Holdings) Limited and all of its subsidiaries.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention, modified to include investment properties measured at fair value. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Pearce Seeds (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 2 to 20 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Patents & licences
10 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Freehold land and buildings
Not depreciated
Plant and equipment
10% to 25% reducing balance and 10% straight line
Office equipment
15% straight line and 25% reducing balance
Motor vehicles
25% reducing balance

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

Freehold buildings are not depreciated due to the fact that regular maintenance and repair is carried out such that buildings are kept to their previously assessed performance and therefore the residual value of the building is not materially different from the carrying value. Depreciation is not charged on the ground of immateriality.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.9
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.12
Stocks

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

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

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

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.15
Equity instruments

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

1.16
Taxation

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

Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

1.17
Employee benefits

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

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

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

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

As lessor

When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.20
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

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

Depreciation

Assets are depreciated over their useful economic lives, an estimate that assumes certain factors about the level of repairs, maintenance and replacement that is necessary to maintain the assets in good working order. The carrying amount of these assets as at 31 December 20 25 was £2,541,746 (2024 - £2,486,988) and the depreciation charged in the year was £383,563 (2024- £358,055).

Bad debt provision

Aged debt is constantly managed and behaviour of known bad debtors is reviewed throughout the year. Provisions are made where recovery is uncertain on a case by case basis and where other information comes to the attention of the company indicating that debtors may default. The carrying amount of trade debtors as at 31 December 2025 was £1,577,333 (2024: £2,195,355), stated after deduction of a bad debt provision of £131,919 (2024: £64,257).

Stock provision

Where estimated selling price less costs to complete and sell is lower than cost, a stock provision will be recorded. The estimated selling price is determined with reference to market values. As at 31 December 2025, the stock provision totalled £51,990 (2024: £34,737)

Fair value of investment property

The fair value of the investment property is periodically reviewed to ensure that it reflects the open market value. The fair value of the investment property as at 31 December 2025 was £2,730,000 (2024: £2,000,000).

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
21,516,988
21,343,017
Sale of services
296,959
279,429
21,813,947
21,622,446
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
21,813,947
21,622,446
2025
2024
£
£
Other revenue
Interest income
32,727
30,406
Grants received
3,136
39,757
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Research and development costs
47,274
49,140
Government grants
(3,136)
(39,757)
Fees payable to the group's auditor for the audit of the group's financial statements
5,300
5,000
Depreciation of tangible fixed assets
383,563
348,388
Profit on disposal of tangible fixed assets
(6,181)
(48,607)
Amortisation of intangible assets
5,495
1,080
Operating lease charges
18,043
5,514
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Warehouse
6
6
-
-
Distribution
13
12
-
-
Administration & Finance
15
12
3
3
Sales
16
15
-
-
Total
50
45
3
3

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,294,348
1,904,131
-
0
-
0
Social security costs
245,686
196,551
-
-
Pension costs
119,391
109,969
-
0
-
0
2,659,425
2,210,651
-
0
-
0
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
32,727
30,406
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
7
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
315,773
395,992
Dividends on redeemable preference shares not classified as equity
13,260
48,000
329,033
443,992
Other finance costs:
Interest on finance leases and hire purchase contracts
50,318
50,654
Other interest
12,082
9,457
Total finance costs
391,433
504,103
8
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
161,689
(127,940)

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
331,524
505,581
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
82,881
126,395
Tax effect of expenses that are not deductible in determining taxable profit
5,270
14,028
Tax effect of income not taxable in determining taxable profit
(97,729)
(153,636)
Fixed asset differences
1,116
(213,095)
Adjustments to brought forward values
24,118
72,758
Chargeable gains/(losses)
200,000
25,610
Adjustments to tax charge in respect of previous periods - deferred tax
(53,967)
-
Taxation charge/(credit)
161,689
(127,940)
9
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
50,000
80,000
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
10
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 January 2025
486,657
25,000
511,657
Additions
30,000
-
0
30,000
At 31 December 2025
516,657
25,000
541,657
Amortisation and impairment
At 1 January 2025
441,777
25,000
466,777
Amortisation charged for the year
5,495
-
0
5,495
At 31 December 2025
447,272
25,000
472,272
Carrying amount
At 31 December 2025
69,385
-
0
69,385
At 31 December 2024
44,880
-
0
44,880
Company
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 January 2025
642,556
25,000
667,556
Additions
30,000
-
0
30,000
At 31 December 2025
672,556
25,000
697,556
Amortisation and impairment
At 1 January 2025
597,676
25,000
622,676
Amortisation charged for the year
5,495
-
0
5,495
At 31 December 2025
603,171
25,000
628,171
Carrying amount
At 31 December 2025
69,385
-
0
69,385
At 31 December 2024
44,880
-
0
44,880
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
11
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
1,897,562
2,082,133
809,767
1,626,043
6,415,505
Additions
-
0
50,994
11,123
522,494
584,611
Disposals
-
0
(23,200)
-
0
(330,081)
(353,281)
At 31 December 2025
1,897,562
2,109,927
820,890
1,818,456
6,646,835
Depreciation and impairment
At 1 January 2025
-
0
1,088,396
554,560
629,555
2,272,511
Depreciation charged in the year
-
0
128,512
25,452
229,599
383,563
Eliminated in respect of disposals
-
0
(1,121)
-
0
(205,870)
(206,991)
At 31 December 2025
-
0
1,215,787
580,012
653,284
2,449,083
Carrying amount
At 31 December 2025
1,897,562
894,140
240,878
1,165,172
4,197,752
At 31 December 2024
1,897,562
993,737
255,207
996,488
4,142,994
Company
Plant and equipment
Office equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
2,082,133
809,767
1,626,043
4,517,943
Additions
50,994
11,123
522,494
584,611
Disposals
(23,200)
-
0
(330,081)
(353,281)
At 31 December 2025
2,109,927
820,890
1,818,456
4,749,273
Depreciation and impairment
At 1 January 2025
927,184
510,502
593,269
2,030,955
Depreciation charged in the year
128,512
25,452
229,599
383,563
Eliminated in respect of disposals
(1,121)
-
0
(205,870)
(206,991)
At 31 December 2025
1,054,575
535,954
616,998
2,207,527
Carrying amount
At 31 December 2025
1,055,352
284,936
1,201,458
2,541,746
At 31 December 2024
1,154,949
299,265
1,032,774
2,486,988
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Tangible fixed assets
(Continued)
- 28 -

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
98,807
113,014
98,807
113,014
Office equipment
137,349
157,796
137,349
157,796
Motor vehicles
813,942
741,892
813,942
741,892
1,050,098
1,012,702
1,050,098
1,012,702

The long-term loans are secured by way of a fixed and floating charge over all the assets of the company, in favour of the company's bank.

The obligations under hire purchase contracts are secured by the specific assets to which they relate.

12
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 January 2025
-
2,000,000
Net gains or losses through fair value adjustments
-
730,000
At 31 December 2025
-
2,730,000

The fair value of the investment property has been arrived at on the basis of a valuation on the 30 September 2025, carried out by Carter Jonas, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

The directors believe the value to be appropriate at 31 December 2025.

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
2
-
0
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
-
Additions
2
At 31 December 2025
2
Carrying amount
At 31 December 2025
2
At 31 December 2024
-
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Pearce Seeds LLP
Rosedown, Sandford Orcas, Sherborne, Dorset, DT9 4SX
N/A
90.90
Superley Seeds Ltd
Rosedown, Sandford Orcas, Sherborne, Dorset, DT9 4SX
Ordinary
100.00

The address of the registered office of the subsidiary Pearce Seeds LLP is the same as Pearce Seeds (Holdings) Limited.

All subsidiary undertakings listed above are included within the consolidated accounts. For the financial period ended 31 December 2025, Superley Seeds Limited were entitled to exemption from audit under section 394A of the Companies Act 2006.

During the year the company reduced its holding in Pearce Seeds LLP as a result of a members capital rights transfer.

15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
3,292,266
3,917,072
-
0
-
0
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,658,160
2,195,908
1,627
556
Amounts owed by group undertakings
-
0
-
0
161,640
513,586
Other debtors
643,899
373,094
-
0
-
0
Prepayments and accrued income
26,709
23,775
-
0
-
0
2,328,768
2,592,777
163,267
514,142
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
3,165,144
3,418,544
154,513
154,712
Obligations under finance leases
20
391,465
353,718
391,465
353,718
Trade creditors
1,327,307
1,757,794
-
0
3,340
Other taxation and social security
117,049
88,152
30,707
24,073
Other creditors
957,251
1,020,117
956,989
877,755
Accruals and deferred income
496,252
499,893
-
0
-
0
6,454,468
7,138,218
1,533,674
1,413,598

The bank loans and overdrafts are secured by an unlimited cross guarantee given by each member of the Pearce group.

A bank loan of £55,094 (2024: £53,643) is secured by a legal mortgage over the investment property.

A loan of £96,503 (2024: £89,500) is secured by a personal guarantee from the directors over land owned personally.

The finance lease obligations of £391,465 (2024: £353,718) are secured over the assets to which they relate.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
1,729,295
1,856,314
1,729,295
1,856,314
Obligations under finance leases
20
321,652
342,697
321,652
342,697
Other borrowings
19
871,872
968,375
871,872
968,375
2,922,819
3,167,386
2,922,819
3,167,386

The bank loans and overdrafts are secured by an unlimited cross guarantee given by each member of the Pearce Group.

A bank loan of £849,361 (2024: £880,640) is secured by a legal mortgage over the investment property.

A loan of £271,872 (2024: £368,375) is secured by a personal guarantee from the directors over land owned personally.

The finance lease obligations of £321,652 (2024: £342,697) are secured over the assets to which they relate.

Included within other borrowings are preference shares of £600,000 (2024: £600,000).

Amounts included above which fall due after five years are as follows:
Payable by instalments
1,111,245
1,237,470
1,111,245
1,237,470
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
1,883,808
2,011,026
1,883,808
2,011,026
Bank overdrafts
3,010,631
3,263,832
-
0
-
0
Preference shares
600,000
600,000
600,000
600,000
Loans from related parties
271,872
368,375
271,872
368,375
5,766,311
6,243,233
2,755,680
2,979,401
Payable within one year
3,165,144
3,418,544
154,513
154,712
Payable after one year
2,601,167
2,824,689
2,601,167
2,824,689

The long-term loans are secured by fixed and floating charges over all assets.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
19
Loans and overdrafts
(Continued)
- 32 -

Included in the balance above are the following loan liabilities:

£904,455 (2024: £934,283) of bank loan which has a 20 year term commencing 17/12/2021, and with interest charged at a variable rate of 2.75% per annum over the Base Rate.

£404,539 (2024: £444,699) of bank loan which has a 10 year term commencing 02/06/2023, and with interest charged at a fixed rate of 6.7% per annum.

£168,188 (2024: £184,721) of bank loan which has a 10 year term commencing 26/10/2023, and with interest charged at a variable rate of 2.25% per annum over the Base Rate.

£406,627 (2024: £447,323) of bank loan which has a 10 year term commencing 02/06/2023, and which interest charged at 2.25% per annum over the Base Rate.

20
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£
£
£
£
Current liabilities
391,465
353,718
391,465
353,718
Non-current liabilities
321,652
342,697
321,652
342,697
713,117
696,415
713,117
696,415
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
391,465
353,718
391,465
353,718
In two to five years
321,652
342,697
321,652
342,697
713,117
696,415
713,117
696,415

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3.3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
415,573
396,121
Tax losses
225,610
(99,801)
Revaluations
(157,564)
25,610
483,619
321,930
Liabilities
Liabilities
2025
2024
Company
£
£
Accelerated capital allowances
415,573
396,121
Tax losses
225,610
(99,801)
Revaluations
(157,564)
25,610
483,619
321,930
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
321,930
321,930
Charge to profit or loss
161,689
161,689
Liability at 31 December 2025
483,619
483,619
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
119,391
109,969

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the year end, £51,331 (2024: £33,302) was due in respect of pension liabilities.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
10,300
10,300
10,300
10,300
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference of £1 each
600,000
600,000
600,000
600,000
Preference shares classified as liabilities
600,000
600,000

A shares, B shares, C shares and D shares comprise separate classes of Share, but otherwise save in respect of dividends they rank pari passu. All share classes confer equally the right to attend and vote at general meetings.

The preference shares have no rights to receive notice of General Meetings of the Company or to be present thereat and shall not be entitled to vote at any such meetings, unless the dividend payable on such shares is in arrears, in which event each Preference Share shall be entitled to one vote. The preference shares are sat within other creditors in the balance sheet.

The holders of Preference Shares are entitled to receive a fixed cumulative preferential dividend of 8%.

In any liquidation or sale, the share capital of the Company shall be repaid to the Preference Share holders after satisfaction of all creditors of the Company.

The redeemable preference shares shall be redeemed at par in part or in whole at the option of the company. The redeemable preference shareholder may at any time redeem their shares by giving not less than three months notice in writing of the date proposed for redemption.

24
Financial commitments, guarantees and contingent liabilities

The g roup has entered into an unlimited cross guarantee in respect of the combined bank borrowings. At 31 December 2025, the bank borrowings under the guarantee totaled £3,010,631 (20 24 - £3,263,832).

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
25
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
25,957
24,657
-
-
Years 2-5
16,450
30,309
-
-
42,407
54,966
-
-
26
Events after the reporting date

After the year end, the company purchased a property for £550,000.

27
Directors' transactions

Dividends totalling £12,420 (2024 - £57,160) were paid in the year in respect of shares held by the company's directors.

28
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
73,007
65,353
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sale of goods
Purchase of goods
2025
2024
2025
2024
£
£
£
£
Group
Other related parties
280,898
383,291
393,717
574,506
PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
28
Related party transactions
(Continued)
- 36 -
Management charge receivable
Profit share
2025
2024
2025
2024
£
£
£
£
Company
Entities over which the entity has control, joint control or significant influence
393,191
367,936
(21,003)
(75,163)

Group:

During the year the group made sales of £280,898 (2024: £383,291) and purchases of £393,717 (£574,506) to related parties.

Company:

During the year the company received a management charge from its subsidiary of £393,191 (2024: £367,936) and rental income of £187,080 (2024: £181,056). In addition to these transactions, they were also entitled to a profit share of (£21,003) (2024: (£75,163)).

The following amounts were outstanding at the reporting end date:

Amounts owed to related parties
2025
2024
£
£
Group
Other related parties
162
496,384
Company
Key management personnel
860,487
788,255
Other related parties
368,375
457,875

Amounts outstanding are repayable on demand. Interest is charged on the above loan due to other related parties as disclosed in the borrowings note. Interest is credited on amounts due to key management personnel.

The following amounts were outstanding at the reporting end date:

Amounts owed by related parties
2025
2024
Balance
Balance
£
£
Group
Other related parties
461,199
133,350
Company
Entities over which the company has control, joint control or significant influence
161,642
513,586

Amounts outstanding are interest free and repayable on demand.

PEARCE SEEDS (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 37 -
29
Controlling party

The ultimate controlling party is Kenneth Tuffin and Christine Tuffin by virtue of their majority shareholding of the called up share capital of Pearce Seeds (Holdings) Limited.

30
Cash generated from group operations
2025
2024
£
£
Profit after taxation
169,835
633,521
Adjustments for:
Taxation charged/(credited)
161,689
(127,940)
Finance costs
391,433
504,103
Investment income
(32,727)
(30,406)
Gain on disposal of tangible fixed assets
(6,181)
(48,607)
Amortisation and impairment of intangible assets
5,495
1,080
Depreciation and impairment of tangible fixed assets
383,563
348,388
Movements in working capital:
Decrease in stocks
624,806
417,821
Decrease in debtors
544,009
462,461
Decrease in creditors
(877,498)
(1,246,139)
Cash generated from operations
1,364,424
914,282
31
Analysis of changes in net debt - group
1 January 2025
Cash flows
New finance leases
Other non-cash changes
31 December 2025
£
£
£
£
£
Cash at bank and in hand
16,963
33,358
-
-
50,321
Bank overdrafts
(3,263,832)
253,201
-
-
(3,010,631)
(3,246,869)
286,559
-
-
(2,960,310)
Borrowings excluding overdrafts
(2,979,401)
273,721
-
(50,000)
(2,755,680)
Obligations under finance leases
(696,415)
488,792
(505,494)
-
(713,117)
(6,922,685)
1,049,072
(505,494)
(50,000)
(6,429,107)
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