REGISTERED NUMBER: 15296169 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2026

FOR

MDH GROUP HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Comprehensive Income

7

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mr J S Howe

Mrs O Howe

REGISTERED OFFICE:

Unit 2 Manor Courtyard

Hughenden Avenue

High Wycombe

HP13 5RE

REGISTERED NUMBER:

15296169 (England and Wales)

AUDITORS:

Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

The directors present their strategic report with the financial statements of the company for the period ended 28 February 2026 and the group for the year ended 28 February 2026.

REVIEW OF BUSINESS

The Group delivered another year of strong performance, with turnover of £24.1m (2025: £24.6m) and gross profit for the year of £5.6m (2025: £6.1m), reflecting operational efficiencies, improved purchasing, and effective cost control.

During the year, the Group continued to implement its strategy of growth by acquring new commercial property and expansion into new product categories and channels has contributed to the positive trend, supported by prudent financial management and ongoing operational improvements.

PRINCIPAL RISKS AND UNCERTAINTIES

- Market conditions- competitive pressures within food distribution and logistics sectors. Mitigated through brand strength, product diversification, and maintaining strong customer and supplier relationships.

- Foreign exchange risk - exposure from trading in USD and EUR. Managed through forward contracts, careful pricing, and monitoring of exchange movements.

- Operational integration- challenges in integrating new acquisitions. Addressed by investment in IT Systems, experienced management teams, and strong internal controls.

- Liquidity and credit risk- managed through prudent treasury management, robust cash flow forecasting, and effective credit control procedures.

FUTURE DEVELOPMENTS

The directors will continue to focus on both organic growth and strategic acquisitions to enhance the Group's market presence. Key priorities include:

- Expanding Mikado Foods' retail and foodservice penetration.

- Driving operational efficiency at Clearfast Freight.

- Exploring further property opportunities to provide additional long-term value.

- Continuing to strengthen the Group's ESG strategy with measurable targets for emissions, packaging reduction, and community engagement.

ON BEHALF OF THE BOARD:

Mr J S Howe - Director

31 July 2026

The directors present their report with the financial statements of the company for the period ended 28 February 2025 and the group for the year ended 28 February 2025.

DIVIDENDS

An interim dividend of £750 per share was paid on 15 July 2025. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 28 February 2026 will be £ 750,000 .

DIRECTORS

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

Mr J S Howe

Mrs O Howe

POST BALANCE SHEET EVENTS

There have been no material post balance sheet events requiring disclosure.

FUTURE DEVELOPMENTS

This disclosure has been included in the Strategic report on page 2 as it is deemed of strategic importance.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Richardson Jones, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr J S Howe - Director

31 July 2026

Opinion

We have audited the financial statements of MDH Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2026 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 28 February 2026 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

We gained an understanding of the legal and regulatory framework applicable to MDH Group Ltd 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 focused on laws and regulations which could give rise to a material misstatement in the financial statements. Our procedures included:

- agreeing the financial statement disclosures to underlying supporting documentation

- enquiries with management

- understanding of management's internal controls designed to prevent and detect irregularities.

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. 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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Giles Thrush (Senior Statutory Auditor)

for and on behalf of Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

31 July 2026

TURNOVER

24,104,852

24,560,363

Cost of sales

18,488,395

18,061,648

GROSS PROFIT

5,616,457

6,498,715

Distribution costs

450,667

384,956

Administrative expenses

2,233,644

2,092,849

2,684,311

2,477,805

2,932,146

4,020,910

Other operating income

58,839

74,355

Gain/loss on revaluation of investment property

71,937

-

OPERATING PROFIT

4

3,062,922

4,095,265

Profit/loss on sale of invest

5

18,169

-

3,044,753

4,095,265

Income from interest in associated undertakings

121,675

-

Interest receivable and similar income

43,184

37,980

164,859

37,980

3,209,612

4,133,245

Interest payable and similar expenses

6

15,660

25,492

PROFIT BEFORE TAXATION

3,193,952

4,107,753

Tax on profit

7

892,737

997,265

PROFIT FOR THE FINANCIAL YEAR

2,301,215

3,110,488

OTHER COMPREHENSIVE INCOME

Reanalysis of investment in associate

(138,534

)

-

Reanalysis of other reserves

(1,051

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(139,585

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,161,630

3,110,488

Profit attributable to:

Owners of the parent

2,301,215

3,110,488

Total comprehensive income attributable to:

Owners of the parent

2,216,223

3,080,656

Non-controlling interests

(54,593

)

29,832

2,161,630

3,110,488

FIXED ASSETS

Intangible assets

10

81,241

593,942

Tangible assets

11

624,863

629,020

Investments

12

Interest in associate

258,302

-

Investment property

13

1,393,943

178,062

2,358,349

1,401,024

CURRENT ASSETS

Stocks

14

3,083,078

4,249,092

Debtors

15

2,356,494

2,478,552

Cash at bank and in hand

3,552,651

2,453,271

8,992,223

9,180,915

CREDITORS

Amounts falling due within one year

16

1,851,242

2,772,439

NET CURRENT ASSETS

7,140,981

6,408,476

TOTAL ASSETS LESS CURRENT LIABILITIES

9,499,330

7,809,500

CREDITORS

Amounts falling due after more than one year

17

(314,522

)

-

PROVISIONS FOR LIABILITIES

19

(24,443

)

(6,172

)

NET ASSETS

9,160,365

7,803,328

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Other reserves

21

-

1,051

Retained earnings

21

9,159,365

7,746,684

SHAREHOLDERS' FUNDS

9,160,365

7,748,735

NON-CONTROLLING INTERESTS

22

-

54,593

TOTAL EQUITY

9,160,365

7,803,328

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

Mr J S Howe - Director

Mrs O Howe - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

599,030

599,030

Investments

12

82,290

3,284,515

Investment property

13

1,393,944

178,063

2,075,264

4,061,608

CURRENT ASSETS

Debtors

15

30,952

60,382

Cash at bank

36,699

20,306

67,651

80,688

CREDITORS

Amounts falling due within one year

16

142,763

838,328

NET CURRENT LIABILITIES

(75,112

)

(757,640

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,000,152

3,303,968

CREDITORS

Amounts falling due after more than one year

17

(314,522

)

-

PROVISIONS FOR LIABILITIES

19

(17,984

)

-

NET ASSETS

1,667,646

3,303,968

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Retained earnings

1,666,646

3,302,968

SHAREHOLDERS' FUNDS

1,667,646

3,303,968

Company's (loss)/profit for the financial year

(886,322

)

3,302,968

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

Mr J S Howe - Director

Mrs O Howe - Director

Called up

share

Retained

Other

capital

earnings

reserves

£

£

£

Balance at 29 February 2024

-

5,377,580

1,051

Changes in equity

Issue of share capital

1,000

-

-

Dividends

-

(741,384

)

-

Total comprehensive income

-

3,110,488

-

Balance at 28 February 2025

1,000

7,746,684

1,051

Changes in equity

Dividends

-

(750,000

)

-

Total comprehensive income

-

2,162,681

(1,051

)

Balance at 28 February 2026

1,000

9,159,365

-

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 29 February 2024

5,378,631

24,761

5,403,392

Changes in equity

Issue of share capital

1,000

-

1,000

Dividends

(741,384

)

-

(741,384

)

Total comprehensive income

3,110,488

29,832

3,140,320

Balance at 28 February 2025

7,748,735

54,593

7,803,328

Changes in equity

Dividends

(750,000

)

-

(750,000

)

Total comprehensive income

2,161,630

(54,593

)

2,107,037

Balance at 28 February 2026

9,160,365

-

9,160,365

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Total comprehensive income

-

3,302,968

3,302,968

Balance at 28 February 2025

1,000

3,302,968

3,303,968

Changes in equity

Dividends

-

(750,000

)

(750,000

)

Total comprehensive income

-

(886,322

)

(886,322

)

Balance at 28 February 2026

1,000

1,666,646

1,667,646

Cash flows from operating activities

Cash generated from operations

1

4,358,882

3,268,963

Interest paid

(15,660

)

(25,492

)

Reanalysis of interest in associate

(138,534

)

-

Reanalysis of non-controlling interest

(54,593

)

-

Reanalysis of other reserves

(1,051

)

-

Tax paid

(1,186,107

)

(1,774,310

)

Net cash from operating activities

2,962,937

1,469,161

Cash flows from investing activities

Purchase of tangible fixed assets

(17,021

)

(10,061

)

Purchase of fixed asset investments

(258,302

)

-

Purchase of investment property

(1,143,944

)

-

Sale of tangible fixed assets

-

143,207

Cash acquired with subsidiary

-

1,987,487

Purchase of a subsidiary

-

(3,267,321

)

Interest received

43,184

37,980

Dividends received

121,675

-

Net cash from investing activities

(1,254,408

)

(1,108,708

)

Cash flows from financing activities

New loans in year

388,188

-

Share issue

-

1,000

Amounts repaid to group companies

(363,289

)

-

Amounts advanced from associate company

115,952

-

Equity dividends paid

(750,000

)

(741,384

)

Net cash from financing activities

(609,149

)

(740,384

)

Increase/(decrease) in cash and cash equivalents

1,099,380

(379,931

)

Cash and cash equivalents at beginning of year

2

2,453,271

2,833,202

Cash and cash equivalents at end of year

2

3,552,651

2,453,271

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

28.2.26

28.2.25

£

£

Profit before taxation

3,193,952

4,107,753

Depreciation charges

472,047

43,367

Loss/(profit) on disposal of fixed assets

61,832

(143,207

)

Gain on revaluation of fixed assets

(71,937

)

-

Stock write off

-

80,593

Bad debt write off

-

(1,159

)

Movement in deferred tax provision

18,271

-

Finance costs

15,660

25,492

Finance income

(164,859

)

(37,980

)

3,524,966

4,074,859

Decrease/(increase) in stocks

1,166,014

(1,164,736

)

Increase in trade and other debtors

(341,446

)

(253,645

)

Increase in trade and other creditors

9,348

612,485

Cash generated from operations

4,358,882

3,268,963

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 28 February 2026

28.2.26

1.3.25

£

£

Cash and cash equivalents

3,552,651

2,453,271

Year ended 28 February 2025

28.2.25

29.2.24

£

£

Cash and cash equivalents

2,453,271

2,833,202

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.3.25

Cash flow

At 28.2.26

£

£

£

Net cash

Cash at bank and in hand

2,453,271

1,099,380

3,552,651

2,453,271

1,099,380

3,552,651

Debt

Debts falling due within 1 year

-

(73,666

)

(73,666

)

Debts falling due after 1 year

-

(314,522

)

(314,522

)

-

(388,188

)

(388,188

)

Total

2,453,271

711,192

3,164,463

1.	STATUTORY INFORMATION

MDH Group Holdings Ltd 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Basis of consolidation and business combination

The consolidated financial statements comprise MDH Group Holdings Limited and its subsidiaries. The Company was incorporated on 20 November 2023. Mikado Foods UK Limited and 49% of Clearfast Freight Services Limited were acquired on 15 May 2024 by way of share-for-share exchange. Mikado Foods UK Ltd and has been accounted for using merger accounting under FRS102, with assets and liabilities recognised at their existing carrying amounts and no goodwill arising. Highgrove Food Distribution Limited was acquired on 31 July 2024 and accounted for under the acquisition method, with assets and liabilities recognised at fair value and goodwill recognised where applicable. On 24 October 2024, 2 Manor Courtyard Limited was purchased and accounted for under the acquisition method, with goodwill arising on consolidation. All intra-group balances, transactions, income and expenses are eliminated on consolidation.

In 2025 distributions from Highgrove Food Distribution Ltd, were used to finance the purchase. This carrying value of investments was not impaired down to its new market value. Further distributions have been made in 2026 and the value of the investment has been impaired down to the balance sheet of Highgrove Food Distribution Ltd. (See Note 12 )

MDH Group Ltd owns 49% of Clearfast Freight Services Ltd. Clearfast has been consolidated as an associate company with its share of the profit coming into MDH Group Holdings Ltd on the face of the profit and loss and its share of the balance sheet included in interest in associates undertakings. The 49% share of the balance sheet is shown under fixed assets investments, see Note 12. This is a change from the 2025 accounts where the accounts for Clearfast were consolidated using merger accounting. The non-controlling interests has been moved to other reserves in 2026. (See note 22)

Critical accounting judgements and key sources of estimation uncertainty

Critical accounting judgements and key sources of estimation uncertainty in preparing the financial statements it is necessary to make certain judgements, estimates and assumptions that affect the amounts recognised in the financial statements. These assumptions are reassessed annually as part of the accounts preparation process.

The critical judgements that the directors have made in the process of applying the company's accounting policies that have the most significant effect on the statutory financial statements are discussed below:

i. Depreciation of fixed assets

The company establishes depreciation policies to write off assets over their useful economic life.

ii. Recoverability of Debtors

The company establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability, the directors have considered factors such as the ageing of debtors, experience of recoverability and the credit profile of individual or groups of customers.

iii. Value of Stock

Stock is valued at the lower of cost and net realisable value.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill being the amount paid in connection with the acquisition of the business Highgrove Food Distribution Ltd, is amortised down to its balance sheet value.