REGISTERED NUMBER: 04501316 (England and Wales)

Tompsett Holdings Limited

Group Strategic Report, Directors' Report and

Consolidated Financial Statements

for the Period 1 December 2024 to 31 May 2025

Page

Company information

1

Group strategic report

2

Directors' report

4

Report of the independent auditors

6

Consolidated income statement

10

Consolidated other comprehensive income

11

Consolidated statement of financial position

12

Company statement of financial position

13

Consolidated statement of changes in equity

14

Company statement of changes in equity

15

Consolidated statement of cash flows

16

Notes to the consolidated statement of cash flows

17

Notes to the consolidated financial statements

19

Directors:

S J Green

J R Seddon

M E Tompsett

Registered office:

Whitehall Farm

Common Gate Drove

Isleham

Ely

Cambridgeshire

CB7 5RF

Registered number:

04501316 (England and Wales)

Auditors:

Sumer Auditco Limited

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

The directors present their strategic report of the company and the group for the period 1 December 2024 to 31 May 2025.

Review of business

Revenue has increased on a like for like basis for the 6-month period to 31 May 2025; this has largely been driven by better product price negotiation and increased tonnage.

Much of the increase has been in our carrots production, where we have seen prices increase and improved tonnage.

This has resulted in the business becoming profitable with better cost recoveries.

The packhouses owned by Tompsett Holdings Ltd continue to be let to the same tenants on the same terms.

Principal risks and uncertainties

The fresh produce market in the UK is dominated by a small number of large supermarkets who have a large influence over the quantity and pricing of sales. The group manages this risk by providing top quality produce, continuing innovation in product lines and maintaining good relationships with its customers.

The biggest risk for us, which we cannot control, is the weather and as of today the lack of rain and temperature. Many of our land suppliers have invested in winter storage reservoirs, but with the continued dry and hot spell are now short of water. We do spread our risk by growing late crops further north where we would hope the weather would be more favourable. The company supplies produce all year round and ensures it has sufficient irrigation capacity for a dry summer.

Investment in new harvesting machinery enables it to continue harvesting in wet weather and both continuous monitoring of crops in the ground, and high standards of crop management reduce the risk of crop disease. The group grows crops in East Anglia and Scotland.

Water availability remains a key factor within the business to ensure high quality yielding crops. The business is now facing further challenges with the loss of key chemicals to control weeds, pests & disease. The group does not have any bank financing. The group uses HP financing to finance the purchase of equipment.

The group's activities expose it to a number of financial risks including credit risk and liquidity risk. The group does not currently use derivative financial instruments.

Credit risk

The group's principal financial assets are bank balances and cash, trade and other receivables.

The group's credit risk is primarily attributable to its trade receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance which includes finance leases and hire purchase creditors.

Financial key performance indicators

The directors monitor the performance of the group by reference to the following financial KPIs:

Increase in annualised net sales 37.1% (period to 30 November 2024 - increase of 7.2%).

Gross profit ratio 43.3% (period to 30 November 2024 - 12.3%)

On behalf of the board:

J R Seddon - Director

13 August 2026

The directors present their report with the financial statements of the company and the group for the period 1 December 2024 to 31 May 2025.

Dividends

No dividends will be distributed for the period ended 31 May 2025.

The directors do not recommend the payment of a dividend for the period (2024: £40,000).

Future developments

Competition between retailers remains a constant pressure on our business with regards to pricing of products.

Directors

The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report.

S J Green

J R Seddon

M E Tompsett

Statement of directors' responsibilities

The directors are responsible for preparing the Group strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

On behalf of the board:

J R Seddon - Director

13 August 2026

Qualified opinion

We have audited the financial statements of Tompsett Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 2025 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows and Notes to the consolidated statement of cash flows, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

-

give a true and fair view of the state of the group's and parent company's affairs as at 31 May 2025 and of the group's profit for the period 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 qualified opinion

We were not appointed as auditor of the group until after 31 May 2025 and thus did not observe the counting of physical inventories at the end of the period. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 May 2025, which are included in the balance sheet at £3,283,262, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary.

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 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 qualified 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 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 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £3,283,262 held at 31 May 2025. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 and for which the financial statements are prepared is consistent with the financial statements; and

-

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

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Arising solely from the limitation on the scope of our work relating to inventory, referred to above:

-

we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

-

we were unable to determine whether adequate accounting records have been kept.

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

-

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

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities set out on page four, 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.

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

Irregularities, including fraud are instances of non-compliance with laws and regulations. We design procedures in lines with our responsibilities, outlines 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliances with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client company's sector.

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company.

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journals entries to identify unusual transactions;

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims;

-

reviewing correspondence with HMRC and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatement that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Emma Wilson (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

13 August 2026

Turnover

4

8,438,572

18,466,621

Cost of sales

4,787,317

16,200,612

Gross profit

3,651,255

2,266,009

Administrative expenses

2,081,114

1,057,891

1,570,141

1,208,118

Other operating income

5

-

71,997

Gain/loss on revaluation of investment property

-

704,790

Operating profit

7

1,570,141

1,984,905

Interest receivable and similar income

26,477

-

1,596,618

1,984,905

Interest payable and similar expenses

8

11,939

31,746

Profit before taxation

1,584,679

1,953,159

Tax on profit

9

396,278

313,146

Profit for the financial period

1,188,401

1,640,013

Profit attributable to:

Owners of the parent

1,082,876

1,578,394

Non-controlling interests

105,525

61,619

1,188,401

1,640,013

Profit for the period

1,188,401

1,640,013

Other comprehensive income

-

-

Total comprehensive income for the period

1,188,401

1,640,013

Total comprehensive income attributable to:

Owners of the parent

1,082,876

1,578,394

Non-controlling interests

105,525

61,619

1,188,401

1,640,013

Fixed assets

Tangible assets

12

2,470,720

2,129,150

Investments

13

2

2

Investment property

14

3,294,999

3,294,999

5,765,721

5,424,151

Current assets

Stocks

15

3,283,262

3,704,183

Debtors

16

3,292,555

1,358,816

Cash at bank and in hand

3,478,379

3,190,484

10,054,196

8,253,483

Creditors

Amounts falling due within one year

17

2,204,961

1,487,349

Net current assets

7,849,235

6,766,134

Total assets less current liabilities

13,614,956

12,190,285

Creditors

Amounts falling due after more than one year

18

(370,118

)

(320,269

)

Provisions for liabilities

21

(593,222

)

(406,801

)

Net assets

12,651,616

11,463,215

Capital and reserves

Called up share capital

22

200

200

Revaluation reserve

23

550,421

550,421

Other reserves

23

706,660

706,660

Retained earnings

23

11,169,838

10,086,962

Shareholders' funds

12,427,119

11,344,243

Non-controlling interests

224,497

118,972

Total equity

12,651,616

11,463,215

The financial statements were approved by the Board of Directors and authorised for issue on 13 August 2026 and were signed on its behalf by:

J R Seddon - Director

Fixed assets

Tangible assets

12

86,170

91,733

Investments

13

100

100

Investment property

14

3,294,999

3,294,999

3,381,269

3,386,832

Current assets

Debtors

16

94,877

175,910

Cash at bank

2,738,832

2,474,701

2,833,709

2,650,611

Creditors

Amounts falling due within one year

17

376,269

330,743

Net current assets

2,457,440

2,319,868

Total assets less current liabilities

5,838,709

5,706,700

Provisions for liabilities

21

28,596

29,739

Net assets

5,810,113

5,676,961

Capital and reserves

Called up share capital

22

200

200

Revaluation reserve

23

(647,553

)

(647,553

)

Retained earnings

23

6,457,466

6,324,314

Shareholders' funds

5,810,113

5,676,961

Company's profit for the financial year

133,152

1,022,656

The financial statements were approved by the Board of Directors and authorised for issue on 13 August 2026 and were signed on its behalf by:

J R Seddon - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 June 2023

200

8,548,568

550,421

Changes in equity

Dividends

-

(40,000

)

-

Total comprehensive income

-

1,578,394

-

Balance at 30 November 2024

200

10,086,962

550,421

Changes in equity

Total comprehensive income

-

1,082,876

-

Balance at 31 May 2025

200

11,169,838

550,421

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 June 2023

706,660

9,805,849

57,353

9,863,202

Changes in equity

Dividends

-

(40,000

)

-

(40,000

)

Total comprehensive income

-

1,578,394

61,619

1,640,013

Balance at 30 November 2024

706,660

11,344,243

118,972

11,463,215

Changes in equity

Total comprehensive income

-

1,082,876

105,525

1,188,401

Balance at 31 May 2025

706,660

12,427,119

224,497

12,651,616

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 June 2023

200

5,341,658

(647,553

)

4,694,305

Changes in equity

Dividends

-

(40,000

)

-

(40,000

)

Total comprehensive income

-

1,022,656

-

1,022,656

Balance at 30 November 2024

200

6,324,314

(647,553

)

5,676,961

Changes in equity

Total comprehensive income

-

133,152

-

133,152

Balance at 31 May 2025

200

6,457,466

(647,553

)

5,810,113

Cash flows from operating activities

Cash generated from operations

1

753,388

961,572

Interest paid

-

(20

)

Interest element of hire purchase payments paid

(11,939

)

(31,726

)

Net cash from operating activities

741,449

929,826

Cash flows from investing activities

Purchase of tangible fixed assets

(508,861

)

(398,579

)

Sale of tangible fixed assets

102,448

398,449

Interest received

26,477

-

Net cash from investing activities

(379,936

)

(130

)

Cash flows from financing activities

Capital repayments in year

(73,618

)

(204,474

)

Equity dividends paid

-

(40,000

)

Net cash from financing activities

(73,618

)

(244,474

)

Increase in cash and cash equivalents

287,895

685,222

Cash and cash equivalents at beginning of period

2

3,190,484

2,505,262

Cash and cash equivalents at end of period

2

3,478,379

3,190,484

1.	Reconciliation of profit before taxation to cash generated from operations

Period

Period

1.12.24

1.6.23

to

to

31.5.25

30.11.24

£

£

Profit before taxation

1,584,679

1,953,159

Depreciation charges

235,478

576,726

Loss/(profit) on disposal of fixed assets

21,061

(108,961

)

Gain on revaluation of fixed assets

-

(704,790

)

Finance costs

11,939

31,746

Finance income

(26,477

)

-

1,826,680

1,747,880

Decrease/(increase) in stocks

420,921

(221,740

)

(Increase)/decrease in trade and other debtors

(1,933,740

)

299,744

Increase/(decrease) in trade and other creditors

439,527

(864,312

)

Cash generated from operations

753,388

961,572

2.	Cash and cash equivalents

The amounts disclosed on the Statement of cash flows in respect of cash and cash equivalents are in respect of these Statement of financial position amounts:

Period ended 31 May 2025

31.5.25

1.12.24

£

£

Cash and cash equivalents

3,478,379

3,190,484

Period ended 30 November 2024

30.11.24

1.6.23

£

£

Cash and cash equivalents

3,190,484

2,505,262

3.	Analysis of changes in net funds

Other

non-cash

At 1.12.24

Cash flow

changes

At 31.5.25

£

£

£

£

Net cash

Cash at bank

and in hand

3,190,484

287,895

3,478,379

3,190,484

287,895

3,478,379

Debt

Finance leases

(503,598

)

73,618

(191,695

)

(621,675

)

Debts falling due

within 1 year

(252,728

)

-

-

(252,728

)

(756,326

)

73,618

(191,695

)

(874,403

)

Total

2,434,158

361,513

(191,695

)

2,603,976