REGISTERED NUMBER: 00246624 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

John Ingham & Sons Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

7

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

Reconciliation of Equity

29

Reconciliation of Profit

31

DIRECTORS:

G H Mclean

O F Capon

SECRETARY:

N V Hindia

REGISTERED OFFICE:

Wrotham Place

Bull Lane

Wrotham

Near Sevenoaks

Kent

TN15 7AE

REGISTERED NUMBER:

00246624 (England and Wales)

SENIOR STATUTORY AUDITOR:

Makhan Chahal, FCA

INDEPENDENT AUDITORS:

Deloitte LLP

Statutory Auditor

London

United Kingdom

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

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

The company continues to operate as a holding company and is expected to do so in the future. The results for the year and the financial position of the company are as shown in the annexed financial statements. Given the nature of the Company's activities, the directors do not consider the use of key performance indicators to be necessary for an understanding of its development, performance, or position. A summary of the Company’s financial performance is provided in the Results section of the Report of the Directors, which should be read in conjunction with this Strategic Report.

PRINCIPAL RISKS AND UNCERTAINTIES AND KEY PERFORMANCE INDICATORS

The Company is a holding company within the Camellia Plc group and as such the principal risks and uncertainties, key performance indicators, strategy and business model are in line with those of the Group as a whole. A review of the principal risks and uncertainties, strategy and business model of Camellia Plc group can be found in Camellia Plc's Annual Report and Accounts.

SECTION 172(1) STATEMENT

This section 172 statement should be read in conjunction with this Strategic Report and the Statement of Directors' Responsibilities.

In performing their duty under section 172(1)(a) to (f) of the Companies Act 2006, the Directors have acted in a way that they have considered, in good faith, to promote the success of the Company as a whole, taking into account that it is a wholly owned subsidiary within the Camellia Plc group. The Company has no employees or customers and a minimal number of suppliers.

The Company's operations have expertise in crop development and invest in social and environmental initiatives as part of their long-term investment decisions to mitigate the impact of climate change and support the community. Operating companies foster relationships with stakeholders through regular interactions with suppliers, customers and government bodies.

The Group Guiding Principles (GPPs) establish standards expected across the Group in areas including employee wellbeing, environment, financial crime, health and safety, human rights, quality and traceability, whistleblowing, tax and modern slavery.

The GGPs are principles-based rather than prescriptive, recognising the operational autonomy of operating companies and the diversity of jurisdictions in which they operate. They reinforce the alignment between purpose, culture, risk management and operational practice and establish a coherent governance baseline across the Group, while allowing local boards to implement policies and procedures appropriate to their legal and socio-political context.

Responsibility for achieving required legal compliance lies with the boards and management teams of the respective operating companies. Operating companies are best positioned to identify relevant needs and implement processes that allow them to operate legally, responsibly, and ethically over the long term.

Details of the Section 172 statement for the Camellia Plc group can be found in Camellia Plc's 31.12.25 annual report.

ON BEHALF OF THE BOARD:

O F Capon - Director

29 July 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The Company is a holding company.

RESULTS

The profit before tax amounted to profit £2,672,197 (prior year: profit £4,759,632).

DIVIDENDS

An interim dividend of 8.00 per share was paid on 19 December 2025. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 2,000,000 .

FUTURE DEVELOPMENTS

A statement on future developments has been included in the Strategic Report.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

G H Mclean

O F Capon

FINANCIAL RISK MANAGEMENT

The Company's exposure to financial risks, including liquidity risk, credit risk and cash flow risk, is consistent with that of the Camellia Plc Group. Details are set out in the Group Annual Report and, where applicable, in the notes to these financial statements.

GOING CONCERN

The Directors, at the time of approving the financial statements, considered the Company's business activities together with the main trends and factors likely to affect the Company, the most recent business performance of the Company. They also considered the potential impact of the current operating environment and the known risks arising from, inter alia, geopolitical developments on the business for the next 12 months.

The Company has received confirmation that the amounts due to fellow group companies will not be recalled within 12 months from the date of approval of these accounts, unless the sums can be met from available cash resources. The Directors believe that the Company is well placed to manage its financing and other business risks satisfactorily and, has a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future and for at least 12 months from the date of approving the financial statements. The Directors therefore continue to adopt the going concern basis in preparing the financial statements.

INSURANCE

Camellia Plc purchases insurance to cover its Directors and officers, and those of its subsidiaries in respect of legal actions against them in their capacity as Directors of the Company which were made during the year and remain in force at the date of this report. All Directors have access to independent professional advice at the Company's expense.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible 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), including FRS 101 "Reduced Disclosure Framework". Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

- select suitable accounting policies and then 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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The ultimate parent company (Camellia Plc) undertook a process for re-tendering the Group audit during 2025 in order to be prepared to transition in time for the 2026 audit. After reviewing the proposals and meeting with the teams, the board of directors of Camellia Plc decided and approved BDO as the Group auditor from the 2026 audit onwards. Accordingly, Deloitte LLP will resign as auditors of the company once the year end 31 December 2025 audit has been concluded, and will not be seeking reappointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

O F Capon - Director

29 July 2026

Independent auditor's report to the members of John Ingham & Sons Limited

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of John Ingham & Sons Limited (the 'company'):

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 "Reduced Disclosure Framework"; and

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

We have audited the financial statements which comprise:

- the statement of comprehensive income;

- the balance sheet;

- the statement of changes in equity;

- the related notes 1 to 19.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (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 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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'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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included General Data Protection Regulations "GDPR".

We discussed among the audit engagement team, including relevant internal specialists such as tax specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

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

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

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

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

We have nothing to report in respect of these matters.

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.

Makhan Chahal, FCA (Senior Statutory Auditor)

for and on behalf of Deloitte LLP

Statutory Auditor

London

United Kingdom

29 July 2026

TURNOVER

-

-

Administrative expenses

(8,410

)

(4,985

)

OPERATING LOSS

(8,410

)

(4,985

)

Exceptional items

6

-

(1,155,160

)

(8,410

)

(1,160,145

)

Dividends from group companies

1,857,071

5,302,504

Interest receivable

600,677

610,288

2,449,338

4,752,647

Foreign exchange translation

differences

7

222,859

6,985

PROFIT BEFORE TAXATION

8

2,672,197

4,759,632

Tax on profit

9

(130,431

)

(751,883

)

PROFIT FOR THE FINANCIAL YEAR

2,541,766

4,007,749

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,541,766

4,007,749

FIXED ASSETS

Investments

11

19,618,779

19,531,596

CURRENT ASSETS

Debtors

12

8,387,339

5,121,434

Cash at bank

169,451

980,773

8,556,790

6,102,207

CREDITORS

Amounts falling due within one year

13

(13,473,738

)

(11,473,738

)

NET CURRENT LIABILITIES

(4,916,948

)

(5,371,531

)

TOTAL ASSETS LESS CURRENT LIABILITIES

14,701,831

14,160,065

CAPITAL AND RESERVES

Called up share capital

15

250,000

250,000

Share premium

16

471,407

471,407

Retained earnings

16

13,980,424

13,438,658

SHAREHOLDERS' FUNDS

14,701,831

14,160,065

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2026 and were signed on its behalf by:

O F Capon - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

250,000

13,430,909

471,407

14,152,316

Changes in equity

Dividends

-

(4,000,000

)

-

(4,000,000

)

Total comprehensive income

-

4,007,749

-

4,007,749

Balance at 31 December 2024

250,000

13,438,658

471,407

14,160,065

Changes in equity

Dividends

-

(2,000,000

)

-

(2,000,000

)

Total comprehensive income

-

2,541,766

-

2,541,766

Balance at 31 December 2025

250,000

13,980,424

471,407

14,701,831

1.	ACCOUNTING POLICIES

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

2.	STATUTORY INFORMATION

John Ingham & Sons Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

3.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Transition to FRS 101

This is the first period in which the company has prepared its financial statements in accordance with FRS 101. Previously, the financial statements were prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS).

The transition to FRS 101 was effective from 1 January 2024, which is the start of the earliest period presented. The company has adopted FRS 101 to take advantage of the reduced disclosure exemptions available to qualifying entities, thereby simplifying its financial reporting requirements.

The change in accounting framework has been applied retrospectively. No adjustments to the financial position, or financial performance, were required as a result of this transition, as the accounting policies applied under FRS 101 are consistent with those previously applied under IFRS, except for the reduced disclosure exemptions taken.

The IFRS to FRS 101 Reconciliations of Equity and of Profit are set out after these Notes to the Financial Statements.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations;

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Financial instruments

On initial recognition, the Company made an irrevocable election (on an instrument by instrument basis) to designate investments in equity instruments as at FVTOCI.

Investments in equity instruments designated as FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the investment revaluation reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings.

Dividends on these investments in equity instruments are recognised in profit or loss in accordance with IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included as investment income in the consolidated income statement.

(ii) Financial assets at fair value through profit or loss '(FVTPL)'

Financial assets that do not meet the criteria for being measured FVTOCI or at amortised cost (see (i) above and (iii) below) are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship.

(iii) Amortised cost and effective interest method

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. The effective interest method is a method of calculating the amortised cost and of allocating interest income over the relevant period. Interest income is recognised in profit or loss and is included in the "finance income interest income" line item.

Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit reported in the income statement because it excludes items of income or expense that are taxable or deductibles in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than in a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related tax asset is realised or the tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the company and it is probable that the temporary difference will not reverse in the foreseeable future.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue to operate for the foreseeable future, being at least 12 months from the date of approval of these financial statements. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Impairment of assets

The company has significant investments in subsidiaries. These assets are tested for impairment when circumstances indicate there may be a potential impairment. Factors considered which could trigger an impairment review include a significant fall in market values, significant underperformance relative to historical or projected future operating results, a major change in market conditions or negative cash flows.

Recoverable amount is the higher of fair value less costs of disposal 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.

Where the assets does not generate cash flows that are independent from other assets, the company estimates the recoverable amount of the cash-generating unit to which the asset belong. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

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 revaluation decrease and to the extent that the impairment loss is grater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss.

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 amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the assets (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

Investments

Investments in subsidiary companies are included at cost less provisions for impairment.

4.	CRITICAL JUDGEMENT AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the view of the Directors, apart from those involving estimations (which are presented separately), no critical judgements have been made in the process of applying the Company's accounting policies that have had a significant effect on the amounts recognised in the financial statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are considered to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual results. No such estimates or assumptions have been identified that would materially affect the financial statements.

5.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

The Directors are remunerated by other group companies.

6.	EXCEPTIONAL ITEMS

31.12.25

31.12.24

£

£

Exceptional items

-

(1,155,160

)

7.	FOREIGN EXCHANGE TRANSLATION

DIFFERENCES

31.12.25

31.12.24

£

£

Exchange on foreign cash

balances

(222,859

)

(6,985

)

(222,859

)

(6,985

)

8.	PROFIT BEFORE TAXATION

Audit fees were incurred in relation to the audit of the financial statements. Auditor's remuneration of £3,028 (prior year: £2,884) was borne by another group company, Camellia Plc.

9.

TAXATION

Analysis of tax expense

31.12.25

31.12.24

£

£

Current tax:

Tax

130,431

751,883

Total tax expense in statement of comprehensive income

130,431

751,883

Factors affecting the tax expense

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25

31.12.24

£

£

Profit before income tax

2,672,197

4,759,632

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

668,049

1,189,908

Effects of:

Change in deferred tax not recognised

(203,781

)

135,718

Income not charged to tax

(464,268

)

(1,325,626

)

Additional tax arising on dividends from overseas companies

130,431

751,883

Tax expense

130,431

751,883

10.

DIVIDENDS

31.12.25

31.12.24

£

£

Ordinary shares of £1 each

Interim

2,000,000

4,000,000

11.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

37,130,951

Additions

87,183

At 31 December 2025

37,218,134

PROVISIONS

At 1 January 2025

and 31 December 2025

17,599,355

NET BOOK VALUE

At 31 December 2025

19,618,779

At 31 December 2024

19,531,596

The subsidiary undertakings at 31 December 2025, both directly and indirectly held, which are all wholly owned and incorporated in Great britain unless otherwise stated, were:

Principal country of operation

Registered Office

Agriculture and horticulture

C.C. Lawrie Comercio e Participacoes Ltda.

Brazil

(ii

)

(Incorporated in Brazil - 50 per cent holding, a further 50 per cent is held by a fellow group undertaking)

*Eastern Produce Cape (Pty) Limited (Incorporated in South

South Africa

(iii

)

*Eastern Produce kenya Limited (Incorporated in Kenya - 70.0 per cent, holding)

Kenya

(iv

)

*Eastern produce Malawi Limited (Incorporated in Malawi - 73.2 per cent, holding)

Malawi

(v

)

*Eastern Produce South Africa (Pty) Limited (Incorporated in South Africa - 73.2 per cent, holding)

South Africa

(vii

)

Eastern produce Estates South Africa (Pty) Limited (Incorporated in South Africa - held by Eastern Produce South Africa (Pty) Limited)

South Africa

(iv

)

Kakuzi Limited

Kenya

(v

)

(Incorporated in Kenya - 24.6 per cent, held by a subsidiary, a further 26.1 per cent is held by a fellow group undertaking)

Victoria Investments Limited (Incorporated in Malawi - 73.2 per cent, holding)

Malawi

(vii

)

Zetmac (Pty) Limited (Incorporated in South Africa - 55.8 per cent, held by Eastern Produce Estates South Africa (Pty) Limited)

South Africa

(iv

)

Investment holding

Plantation House Investments Limited

Malawi

(vii

)

(Incorporated in Malawi - 50.2 per cent. holding)

Lintak Investments Limited (Incorporated in Kenya)

Kenya

(v

)

Dormant companies

Blantyre & East Africa Limited

UK

(viii

)

Blantyre Insurance & General Agencies Limited (Incorporated in Malawi)

Malawi

(vii

)

Bonathaba Farms (Pty) Limited (Incorporated in South Africa)

South Africa

(iii

)

British African Tea Estates Limited

UK

(i

)

British African Tea Estates (Holdings) Limited

UK

(i

)

Chisambo Holdings Limited

UK

(i

)

Chisambo Tea Estate Limited

UK

(i

)

Cholo Holdings Limited

UK

(i

)

East African Tea Plantations Limited (Incorporated in Kenya - held by Eastern Produce Kenya Limited)

Kenya

(v

)

Eastern Produce Africa Limited

UK

(i

)

Eastern Produce Kakuzi Services Limited (Incorporated in Kenya - held by Kakuzi Limited)

Kenya

(v

)

EP (RBDA) Limited (Incorporated in Malawi - Eastern Produce Malawi Limited)

Malawi

(vii

)

Estate Services Limited (Incorporated in Kenya - held by Kakuzi Limited)

Kenya

(vi

)

Kaguru EPZ Limited (Incorporated in Kenya - held by Kakuzi Limted)

Kenya

(vi

)

Kip Koimet Limited (Incorporated in Kenya - held by Eastern Produce Kenya Limited)

Kenya

(v

)

Kumadzi Tea Estates Limited

UK

(i

)

Nasonia Tea Company (Incorporated in Malawi)

Malawi

(vii

)

Rosehaugh (Africa) Limited

UK

(i

)

Ruo Estates Holdings Limited

UK

(i

)

Ruo Estates Limited

UK

(i

)

Sapekoe Pusela (Pty) Limited (Incorporated in South Africa - held by Eastern Produce South Africa (Pty) Limited)

South Africa

(iv

)

Thyolo Highlands Tea Estates Limited

UK

(i

)

*owned directly by the company

Group financial statements are not prepared as the company is a wholly owned subsidiary of Camellia Plc.

Registered Offices:

(i) Wrotham Place

Bull Lane

Wrotham

Near Sevenoaks

Kent TN15 7AE

England

(ii) Fazenda Maruque s/n sala 03

Bairro Maruque

Itabera

Sao Paulo

Brazil

(iii) Slangrivier Road

Slangrivier Plaas

Wellington

7655

South Africa

(iv) 7 Windsor Street

Tzaneen

850

Limpopo Province