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Registration number: 12766854

Cookson Holdings Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 31 October 2025

 

Cookson Holdings Ltd

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Statement of Cash Flows

15

Notes to the Financial Statements

16 to 35

 

Cookson Holdings Ltd

Company Information

Directors

Mr Martin Cookson

Mr Ryan Mark Cookson

Mr Luke Martin Cookson

Registered office

Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
Lancashire
England
FY4 2FF

Auditors

Xeinadin Audit Limited Ground Floor, Citygate
Longridge Road
Preston
Lancashire
PR2 5BQ

 

Cookson Holdings Ltd

Strategic Report for the Year Ended 31 October 2025

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

Principal activity

The principal activity of the group is as fruit and vegetable wholesaler

Fair review of the business

It has been a successful period for the Cookson Holdings Group. In this accounting period, the Group has achieved operating profits of £245,952 (2024: £465,677) and has a strong balance sheet with closing net assets of £1,235,480 (2024:£1,065,900). Despite a reduction in operating profit compared to the prior year, the Group remained profitable and financially secure throughout the period.

Key performance indicators include turnover of £23,669,213 (2024: £24,222,774) and a gross profit of £3,237,952 (2024 £3,184,986) with a gross profit margin of 14%, which are impressive results taking into account industry averages.

The management buy-out by Cookson Holdings Ltd of Sharrocks Fresh Produce Limited, has continued in line with agreements reached in August 2020.

During the period, and after the year end, investment in fixed assets has continued, which has strengthened the Group's ability to process, store and distribute product, and support sales growth.

Principal risks and uncertainties

The Group's accounting and reporting systems function very well, underpinned by a strong team of staff, sales margins are maintained and performance is closely monitored on a regular basis.

Capital expenditure during the period and since the year end have focused on product development and enhanced customer satisfaction, as well as new markets. The Group retains and where necessary adds to its very experienced workforce.

Approved and authorised by the Board on 29 July 2026 and signed on its behalf by:
 

.........................................
Mr Martin Cookson
Director

 

Cookson Holdings Ltd

Directors' Report for the Year Ended 31 October 2025

The directors present their report and the for the year ended 31 October 2025.

Directors of the group

The directors who held office during the year were as follows:

Mr Martin Cookson

Mr Ryan Mark Cookson

Mr Luke Martin Cookson

Financial instruments

Objectives and policies

The Group has a strong sytem of internal control and the accounting and report systems continue to function very well. Sales margins are maintained and performance is monitored on a daily basis.

A knowledgeable and competent finance team remain in place.

Investment in capital expenditure continues in the period and after the year end, to support business growth and facilitate continued efficiency and profitability.

Price risk, credit risk, liquidity risk and cash flow risk

Key risks include maintaining gross profit margins through the use of pricing strategies, monitoring operating costs and overheads, and generating net cash inflows into the group.

Important non adjusting events after the financial period

Subsequent to the year end, the company completed the acquisition of their tenanted premises (Unit G2, Red Scar Industrial Estate) for consideration (before costs) of £3,000,000. Contracts and legal completion were finalised on 14 November 2025. Prior to completion, a recoverable option payment of £300,000 had been advanced and is included within debtors at the year end pending completion of the transaction. As the acquisition completed subsequent to the reporting date, the transaction has been treated as a non-adjusting post balance sheet event in accordance with FRS 102.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 29 July 2026 and signed on its behalf by:
 

.........................................
Mr Martin Cookson
Director

 

Cookson Holdings Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the 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 the 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 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 the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Cookson Holdings Ltd

Independent Auditor's Report to the Members of Cookson Holdings Ltd

Opinion

We have audited the financial statements of Cookson Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Cookson Holdings Ltd

Independent Auditor's Report to the Members of Cookson Holdings Ltd

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and the Directors' Report.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], 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.

Auditor 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:

 

Cookson Holdings Ltd

Independent Auditor's Report to the Members of Cookson Holdings Ltd

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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 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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Mr P Swarbrick, FCA (Senior Statutory Auditor)
For and on behalf of Xeinadin Audit Limited, Statutory Auditor
 Ground Floor, Citygate
Longridge Road
Preston
Lancashire
PR2 5BQ

29 July 2026

 

Cookson Holdings Ltd

Consolidated Profit and Loss Account for the Year Ended 31 October 2025

Note

2025
£

(As restated)

2024
£

Turnover

3

23,669,213

24,222,774

Cost of sales

 

(20,431,261)

(21,037,788)

Gross profit

 

3,237,952

3,184,986

Administrative expenses

 

(2,982,000)

(2,709,309)

Operating profit

4

255,952

475,677

Other interest receivable and similar income

5

6,687

2,957

Interest payable and similar expenses

6

(23,151)

(44,980)

   

(16,464)

(42,023)

Profit before tax

 

239,488

433,654

Tax on profit

10

(56,279)

(107,184)

Profit for the financial year

 

183,209

326,470

Profit/(loss) attributable to:

 

Owners of the company

 

167,143

303,551

Minority interests

 

16,066

22,919

 

183,209

326,470

The group has no recognised gains or losses for the year other than the results above.

 

Cookson Holdings Ltd

Consolidated Statement of Comprehensive Income for the Year Ended 31 October 2025

2025
£

(As restated)

2024
£

Profit for the year

183,209

326,470

Total comprehensive income for the year

183,209

326,470

Total comprehensive income attributable to:

Owners of the company

167,143

303,551

Minority interests

16,066

22,919

183,209

326,470

 

Cookson Holdings Ltd

(Registration number: 12766854)
Consolidated Balance Sheet as at 31 October 2025

Note

2025
£

(As restated)

2024
£

Fixed assets

 

Intangible assets

11

(77,878)

(87,345)

Tangible assets

12

638,797

797,551

 

560,919

710,206

Current assets

 

Stocks

14

219,787

253,026

Debtors

15

2,918,186

3,198,612

Cash at bank and in hand

 

148,737

57,989

 

3,286,710

3,509,627

Creditors: Amounts falling due within one year

17

(2,435,488)

(2,862,537)

Net current assets

 

851,222

647,090

Total assets less current liabilities

 

1,412,141

1,357,296

Creditors: Amounts falling due after more than one year

17

(12,931)

(102,857)

Provisions for liabilities

18

(140,101)

(178,539)

Net assets

 

1,259,109

1,075,900

Capital and reserves

 

Called up share capital

20

90

90

Retained earnings

1,111,460

944,317

Equity attributable to owners of the company

 

1,111,550

944,407

Minority interests

 

147,559

131,493

Shareholders' funds

 

1,259,109

1,075,900

Approved and authorised by the Board on 29 July 2026 and signed on its behalf by:
 

.........................................
Mr Martin Cookson
Director

 

Cookson Holdings Ltd

(Registration number: 12766854)
Balance Sheet as at 31 October 2025

Note

2025
£

(As restated)

2024
£

Fixed assets

 

Investments

13

250,000

250,000

Current assets

 

Debtors

15

558,832

359,196

Cash at bank and in hand

 

126,713

790

 

685,545

359,986

Creditors: Amounts falling due within one year

17

(811,816)

(483,604)

Net current liabilities

 

(126,271)

(123,618)

Net assets

 

123,729

126,382

Capital and reserves

 

Called up share capital

20

90

90

Retained earnings

123,639

126,292

Shareholders' funds

 

123,729

126,382

The company made a loss after tax for the financial year of £2,653 (2024 - profit of £75,708).

Approved and authorised by the Board on 29 July 2026 and signed on its behalf by:
 

.........................................
Mr Martin Cookson
Director

 

Cookson Holdings Ltd

Consolidated Statement of Changes in Equity for the Year Ended 31 October 2025
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

At 1 November 2024

90

934,317

934,407

131,493

Prior period adjustment

-

10,000

10,000

-

At 1 November 2024 (As restated)

90

944,317

944,407

131,493

Profit for the year

-

167,143

167,143

16,066

At 31 October 2025

90

1,111,460

1,111,550

147,559

Total equity
£

At 1 November 2024

1,065,900

Prior period adjustment

10,000

At 1 November 2024 (As restated)

1,075,900

Profit for the year

183,209

At 31 October 2025

1,259,109

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

At 1 November 2023

90

590,766

590,856

108,574

Profit for the year

-

303,551

303,551

22,919

Dividends

-

50,000

50,000

-

At 31 October 2024

90

944,317

944,407

131,493

Total equity
£

At 1 November 2023

699,430

Profit for the year

326,470

Dividends

50,000

At 31 October 2024

1,075,900

 

Cookson Holdings Ltd

Statement of Changes in Equity for the Year Ended 31 October 2025

Share capital
£

Retained earnings
£

Total
£

At 1 November 2024

90

126,292

126,382

Loss for the year

-

(2,653)

(2,653)

At 31 October 2025

90

123,639

123,729

Share capital
£

Retained earnings
£

Total
£

At 1 November 2023

90

584

674

Profit for the year

-

75,708

75,708

Dividends

-

50,000

50,000

At 31 October 2024

90

126,292

126,382

 

Cookson Holdings Ltd

Consolidated Statement of Cash Flows for the Year Ended 31 October 2025

Note

2025
£

(As restated)

2024
£

Cash flows from operating activities

Profit for the year

 

183,209

326,470

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

369,717

365,867

Profit on disposal of tangible assets

(1,472)

(4,435)

Finance income

5

(6,687)

(2,957)

Finance costs

6

11,107

20,399

Income tax expense

10

56,279

107,184

 

612,153

812,528

Working capital adjustments

 

Decrease/(increase) in stocks

14

33,239

(51,622)

Decrease/(increase) in trade debtors

15

290,576

(571,821)

(Decrease)/increase in trade creditors

17

(270,598)

117,288

Other movements from working capital

 

(1,867)

2

Cash generated from operations

 

663,503

306,375

Income taxes paid

10

(181,145)

(40,377)

Net cash flow from operating activities

 

482,358

265,998

Cash flows from investing activities

 

Interest received

6,687

2,957

Acquisitions of tangible assets

(313,991)

(243,956)

Proceeds from sale of tangible assets

 

96,900

15,750

Net cash flows from investing activities

 

(210,404)

(225,249)

Cash flows from financing activities

 

Interest paid

6

(11,107)

(20,399)

Payments to finance lease creditors

 

(170,099)

(63,608)

Dividends paid

-

50,000

Net cash flows from financing activities

 

(181,206)

(34,007)

Net increase in cash and cash equivalents

 

90,748

6,742

Cash and cash equivalents at 1 November

 

57,989

51,247

Cash and cash equivalents at 31 October

 

148,737

57,989

 

Cookson Holdings Ltd

Statement of Cash Flows for the Year Ended 31 October 2025

Note

2025
£

2024
£

Cash flows from operating activities

(Loss)/profit for the year

 

(2,653)

75,708

Adjustments to cash flows from non-cash items

 

Finance income

(3,468)

(1,458)

Finance costs

1,043

-

Income tax expense

10

-

24,746

 

(5,078)

98,996

Working capital adjustments

 

Increase in trade debtors

15

(198,466)

(178,459)

Increase in trade creditors

17

389,436

29,331

Cash generated from operations

 

185,892

(50,132)

Income taxes paid

10

(62,394)

(15,331)

Net cash flow from operating activities

 

123,498

(65,463)

Cash flows from investing activities

 

Interest received

3,468

1,458

Cash flows from financing activities

 

Interest paid

(1,043)

-

Dividends paid

-

50,000

Net cash flows from financing activities

 

(1,043)

50,000

Net increase/(decrease) in cash and cash equivalents

 

125,923

(14,005)

Cash and cash equivalents at 1 November

 

790

14,794

Cash and cash equivalents at 31 October

 

126,713

789

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
Lancashire
FY4 2FF
England

The principal place of business is:
Unit G2, Red Scar Industrial Estate
Tustin Way Off Longridge Road
Ribbleton
Preston
Lancashire
PR2 5LX

These financial statements were authorised for issue by the Board on 29 July 2026.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 October 2025.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £2,653 (2024 - profit of £75,708).

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. Intra group transactions are not eliminated solely for the calculation of non-controlling interest.

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

Prior period errors

Comparative figures have been restated to correct the accounting treatment of a share acquisition option previously included within fixed asset investments and provisions. The restatement reduced fixed asset investments and provisions by £100,000. There was no impact on net assets, retained earnings or profit for the period.

Relating to the current period disclosed in these financial statements
£

Relating to the prior period disclosed in these financial statements
£

Relating to periods before the prior period disclosed in these financial statements
£

Investment in Subsidiaries

-

(100,000)

-

Other Provisions

-

(100,000)

-

Goodwill Cost b/fwd

-

100,000

-

Goodwill Amortisation Charge

-

10,000

-

   

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold land and Buildings

20% Straight Line

Plant and equipment

20% Straight Line

Fixtures & Fittings

20% Straight Line

Motor Vehicles

20% Straight Line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
There is goodwill arising on the purchase of trade and assets in a business in the same trading sector in the year: this is being amortised over 5 years, to accurately reflect its useful economic life.
There is goodwill arising on the parents purchase of shares in the subsidiary, Sharrocks Fresh Produce Limited, and this is amortised over a 10 year period, to accurately reflect the useful economic life of this business combination.

Asset class

Amortisation method and rate

Software

20% Straight Line

Goodwill

10 % Straight Line

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2025
£

2024
£

Fruit and veg wholesale

23,537,542

23,902,602

Rendering of services

106,675

286,446

Rental income from investment property

24,996

24,996

Storage and distribution

-

8,730

23,669,213

24,222,774

The turnover by geographical market all relates to UK turnover.

4

Operating profit

Arrived at after charging/(crediting)

2025
£

(As restated)

2024
£

Depreciation expense

379,183

375,333

Amortisation expense

(9,466)

(9,466)

Operating lease expense - plant and machinery

9,490

6,796

Operating lease expense - other

1,066

554

Profit on disposal of property, plant and equipment

(1,472)

(4,435)

5

Other interest receivable and similar income

2025
£

2024
£

Interest income on bank deposits

16

-

Other finance income

6,671

2,957

6,687

2,957

6

Interest payable and similar expenses

2025
£

2024
£

Interest on obligations under finance leases and hire purchase contracts

10,064

20,259

Interest expense on other finance liabilities

1,043

140

Other finance costs

12,044

24,581

23,151

44,980

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2025
£

2024
£

Wages and salaries

2,730,067

2,525,010

Social security costs

304,772

243,862

Pension costs, defined contribution scheme

54,584

47,079

Other employee expense

36,680

42,184

3,126,103

2,858,135

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2025
No.

2024
No.

Production

64

66

Administration and support

8

7

Other departments

12

12

84

85

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2025
£

2024
£

Remuneration

164,205

224,410

Contributions paid to money purchase schemes

3,775

3,776

167,980

228,186

In respect of the highest paid director:

2025
£

2024
£

Remuneration

60,000

90,000

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

9

Auditors' remuneration

2025
£

2024
£

Audit of these financial statements

20,000

14,180


 

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

10

Taxation

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

2025
£

(As restated)

2024
£

Profit before tax

239,488

433,654

Corporation tax at standard rate

53,356

105,914

Tax increase from effect of capital allowances and depreciation

39,800

36,213

Decrease from effect of different UK tax rates on some earnings

-

(368)

Tax decrease from other short-term timing differences

(38,437)

(32,077)

Effect of expense not deductible in determining taxable profit (tax loss)

954

(2,498)

Tax increase arising from group relief

606

-

Total tax charge

56,279

107,184

Tax charged/(credited) in the consolidated profit and loss account

2025
£

2024
£

Current taxation

UK corporation tax

94,717

139,262

Deferred taxation

Arising from origination and reversal of timing differences

(38,438)

(32,078)

Tax expense in the income statement

56,279

107,184

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025

Asset
£

Liability
£

Accerelated capital allowances

-

140,101

-

140,101

2024

Asset
£

Liability
£

Accerelated capital allowances

-

178,539

-

178,539

11

Intangible assets

Group

Goodwill
 £

Internally generated software development costs
 £

Total
£

Cost or valuation

At 1 November 2024

(105,825)

5,514

(100,311)

At 31 October 2025

(105,825)

5,514

(100,311)

Amortisation

At 1 November 2024

(15,993)

3,027

(12,966)

Amortisation charge

(10,583)

1,116

(9,467)

At 31 October 2025

(26,576)

4,143

(22,433)

Carrying amount

At 31 October 2025

(79,249)

1,371

(77,878)

At 31 October 2024

(89,832)

2,487

(87,345)

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

12

Tangible assets

Group

Fixtures and fittings
£

Motor vehicles
 £

Other tangible assets
 £

Total
£

Cost or valuation

At 1 November 2024

29,317

962,722

587,331

1,579,370

Additions

13,018

99,868

201,105

313,991

Disposals

-

(153,255)

(2,492)

(155,747)

At 31 October 2025

42,335

909,335

785,944

1,737,614

Depreciation

At 1 November 2024

7,140

480,413

292,400

779,953

Charge for the year

8,196

230,531

140,456

379,183

Eliminated on disposal

-

(57,827)

(2,492)

(60,319)

At 31 October 2025

15,336

653,117

430,364

1,098,817

Carrying amount

At 31 October 2025

26,999

256,218

355,580

638,797

At 31 October 2024

20,311

482,309

294,931

797,551

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2025
£

2024
£

Plant & Machinery

-

-

Motor Vehicles

67,313

231,412

67,313

231,412

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

13

Investments

Company

2025
£

(As restated)

2024
£

Investments in subsidiaries

250,000

250,000

Subsidiaries

£

Cost or valuation

At 1 November 2024

250,000

Provision

At 31 October 2025

-

Carrying amount

At 31 October 2025

250,000

At 31 October 2024

250,000

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2025

2024

Subsidiary undertakings

Sharrocks Fresh Produce Limited

Unit G2, Red Scar Industrial Estate Tustin Way, Off Longridge Road, Ribbleton, Preston, Lancashire, England, PR2 5LX

England

Ordinary A shares

90%

90%

Subsidiary undertakings

Sharrocks Fresh Produce Limited

The principal activity of Sharrocks Fresh Produce Limited is wholesale of fruit,vegetables and other food products.

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

14

Stocks

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Raw materials and consumables

219,787

253,026

-

-

15

Debtors

   

Group

Company

Current

Note

2025
£

2024
£

2025
£

2024
£

Trade debtors

 

1,779,110

2,292,323

-

-

Other debtors

 

638,421

505,902

415,015

111,549

Prepayments

 

155,716

89,653

-

-

Accrued income

 

270,245

246,190

105,000

210,000

Income tax asset

10

74,694

64,544

38,817

37,647

   

2,918,186

3,198,612

558,832

359,196

16

Cash and cash equivalents

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Cash on hand

931

299

-

-

Cash at bank

147,806

57,690

126,713

790

148,737

57,989

126,713

790

17

Creditors

   

Group

Company

Note

2025
£

2024
£

2025
£

2024
£

Due within one year

 

Loans and borrowings

21

54,382

134,555

-

-

Trade creditors

 

1,641,482

2,172,757

-

-

Amounts due to related parties

-

-

793,647

397,412

Social security and other taxes

 

74,565

59,449

-

2,800

Other payables

 

-

39,841

-

-

Accruals

 

560,191

274,789

17,000

20,999

Income tax liability

10

104,868

181,146

1,169

62,393

 

2,435,488

2,862,537

811,816

483,604

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

   

Group

Company

Note

2025
£

2024
£

2025
£

2024
£

Due after one year

 

Loans and borrowings

21

12,931

102,857

-

-

The invoice discounting facility of £59,301 (2024 £229,361) included within other creditors, is secured on the debtors to which it relates.

The Balance is a debtor this year due to cash not being drawn down.

18

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 November 2024

178,539

178,539

Increase (decrease) in existing provisions

(38,438)

(38,438)

At 31 October 2025

140,101

140,101

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

19

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £54,584 (2024 - £47,079).

20

Share capital

Allotted, called up and fully paid shares

2025

2024

No.

£

No.

£

Ordinary shares of £1 each

90

90

90

90

       

21

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Hire purchase contracts

12,931

102,857

-

-

Current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Hire purchase contracts

54,382

134,555

-

-

The obligations under finance lease are secured against the assets to which they relate.

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

22

Obligations under leases and hire purchase contracts

Group

Finance leases

The liabilities are secured over the assets concerned.

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

54,382

134,555

Later than one year and not later than five years

12,931

102,857

67,313

237,412

Operating leases

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

8,437

159,123

Later than one year and not later than five years

4,221

7,825

Later than five years

235,310

-

247,968

166,948

The amount of non-cancellable operating lease payments recognised as an expense during the year was £230,559 (2024 - £224,044).

23

Dividends

Interim dividends paid

2025
£

2024
£

Interim dividend of £Nil per each Ordinary Shares

-

(50,000)

 

 

The dividend is shown as a negative balance in the 2024 acccounts as it was proposed in the 2023 financial year but subsequently not paid. After the year end two of the directors chose to receive a bonus instead; as a result the dividend was reversed in the current year.

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

24

Related party transactions

Group


Loans to Directors are repayable upon demand and interest is charged at the official rate of interest on any balance that exceeds £10,000 throughout the year.

Loans made between the Parent company (Cookson Holdings Ltd) and its Subsidiary (Sharrocks Fresh Produce Ltd) are repayable upon demand.

Summary of transactions with all subsidiaries

Sharrocks Fresh Produce Limited As at the year end, Cookson Holdings Limited owed Sharrocks Fresh Produce Limited £793,647 (2024: £397,411).

Loans to related parties

2025

Key management
£

Total
£

At start of period

196,893

196,893

Advanced

23,430

23,430

Interest transactions

6,645

6,645

At end of period

226,968

226,968

2024

Key management
£

Total
£

At start of period

101,301

101,301

Advanced

92,635

92,635

Interest transactions

2,957

2,957

At end of period

196,893

196,893

Loans from related parties

2025

Subsidiary
£

Total
£

At start of period

397,413

397,413

Advanced

396,235

396,235

At end of period

793,648

793,648

2024

Subsidiary
£

Total
£

At start of period

440,749

440,749

Repaid

(43,336)

(43,336)

At end of period

397,413

397,413

 

Cookson Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 October 2025

25

Parent and ultimate parent undertaking

The ultimate controlling parties are Mr Martin Cookson, Mr Luke Cookson and Mr Ryan Cookson .

26

Non adjusting events after the financial period

Subsequent to the year end, the company completed the acquisition of their tenanted premises (Unit G2, Red Scar Industrial Estate) for consideration (before costs) of £3,000,000. Contracts and legal completion were finalised on 14 November 2025. Prior to completion, a recoverable option payment of £300,000 had been advanced and is included within debtors at the year end pending completion of the transaction. As the acquisition completed subsequent to the reporting date, the transaction has been treated as a non-adjusting post balance sheet event in accordance with FRS 102.