ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: NI720518

BROGIES LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

BROGIES LTD

COMPANY INFORMATION

Directors	Mr David Crilly (appointed 29 August 2024)
	Mr Ciaran Crilly (appointed 29 August 2024)


Registered number	NI720518


Registered office	15 Flagstaff Road
	Newry
	Down
	BT35 8NR


Independent auditors	AAB Group Accountants Limited
	Dromalane Mill
	The Quays
	Newry
	Co. Down
	BT35 8QS


Bankers	Bank of Ireland
	12 Trevor Hill
	Newry
	Co. Down
	BT34 1DN


Solicitors	Luke Curran & Co. Solicitors
	39 Hill Street
	Newry
	Co. Down

BROGIES LTD

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10
Company Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14 - 15
Consolidated Analysis of Net Debt	16
Notes to the Financial Statements	17 - 35

BROGIES LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present the strategic report for the period ended 31 December 2025. This company is the parent company of Crilco Confections Limited. This acquisition has been accounted for with merger accounting. This company was incorporated on the 29th of August 2024. These financial statements are for the period ended 31 December 2025.

Business review

The group's turnover decreased by £2.3m during the year to £9.8m. The company's gross profit margin increased from 42.9% to 57.0%. This is primarily due to a change in sales mix during the year.

Net profit after tax for the year ended 31 December 2025 was £1.7m compared to £1.4m in the prior year. The group had net assets of £1.7m at 31 December 2025 compared to £6.0m in the prior year. The directors are satisfied with the group’s performance for the year.

Principal risks and uncertainties

The core risks associated with the group are finance and interest rate risk, liquidity, currency risk inflation risk, cash flow risk, and credit risk. The board reviews and agrees policies for the prudent management of these risks as follows:

Finance and Interest rate risk - The groups’s objective in relation to interest rate management is to minimise the impact of interest rate volatility on interest costs in order to protect recorded profitability. A long term strategy for the management of the exposure considers the amount of floating rate debt that is anticipated over the period and the sensitivity of the interest charge on this debt to changes in interest rates, and the resultant impact on reported profitability.

Liquidity and cash flow risk - The group's policy is to ensure that sufficient resources are available either from cash balances, cash flows and near cash liquid investments to ensure all obligations can be met when they fall due.

Credit risk - The group has no significant concentrations of credit risk. Customers who wish to trade on credit terms are subject to strict verification procedures in advance of credit being awarded and are continually being monitored.

Currency risk - The group's exposure to foreign currency risk is limited. Transactions are primarily conducted in Sterling and therefore the impact of fluctuations in foreign exchange rates on the group's results and financial position is not considered significant. The board monitors any exposure arising from non-Sterling transactions and balances as they arise.

Inflation risk - The group is exposed to inflationary pressures through increases in operating costs, including wages, energy and supplier costs. The board regularly reviews pricing, budgets and operating efficiencies to mitigate the impact of inflation on profitability and cash flows.

Financial key performance indicators

The company's key performance indicators are as follows:
   2025 2024 2023
Turnover   9,760,524 11,481,181 13,113,232
Gross Margin %    57.0% 42.9% 31.6%
Shareholders Equity    7,727,879 5,976,363 4,643,881

Page 1

BROGIES LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

This report was approved by the board and signed on its behalf.

___________________________ Mr David Crilly Director	___________________________ Mr Ciaran Crilly Director

Date: 28 August 2026

Page 2

BROGIES LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The profit for the year, after taxation, amounted to £1,751,516 (2024 - £1,332,482).

No ordinary dividends were paid in the period. The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

Mr David Crilly (appointed 29 August 2024)

Mr Ciaran Crilly (appointed 29 August 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, AAB Group Accountants Limited, will be proposed for the first appointment in accordance with section 485 of the Companies Act 2006.

Page 3

BROGIES LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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.

This report was approved by the board on 28 August 2026 and signed on its behalf.

Mr David Crilly

Director

Page 4

BROGIES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROGIES LTD

Opinion

We have audited the financial statements of Brogies Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 2025 and of the Group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 United Kingdom, including the Financial Reporting Council'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 or 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.

Page 5

BROGIES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROGIES LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

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

∙the Group 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

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 Directors' Report.

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

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

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Page 6

BROGIES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROGIES LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 an Auditors' 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 Group financial statements.

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:

Our procedures to respond to those risks identified included, but were not limited to:

∙Enquiry of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims.

∙Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside thenormal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

Page 7

BROGIES LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BROGIES LTD (CONTINUED)

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 Auditors' 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.

Teresa Campbell (Senior Statutory Auditor)

for and on behalf of

AAB Group Accountants Limited

Statutory Auditors

Dromalane Mill

The Quays

Newry

Co. Down

BT35 8QS

28 August 2026

Page 8

BROGIES LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	9,760,524	11,481,181
Cost of sales		(4,195,343)	(6,556,510)
Gross profit		5,565,181	4,924,671
Distribution costs		(198,454)	(238,828)
Administrative expenses		(3,498,471)	(3,605,536)
Other operating income	5	517,835	850,191
Operating profit	6	2,386,091	1,930,498
Interest receivable and similar income	10	65,603	48,008
Interest payable and similar expenses	11	(8,440)	(30,193)
Profit before taxation		2,443,254	1,948,313
Tax on profit	12	(691,738)	(615,831)
Profit for the financial year		1,751,516	1,332,482

Profit for the year attributable to:
Owners of the Parent Company	1,751,516	1,332,482
	1,751,516	1,332,482

Total comprehensive income for the year attributable to:
Owners of the Parent Company	1,751,516	1,332,482
	1,751,516	1,332,482

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 17 to 35 form part of these financial statements.

Page 9

BROGIES LTD

REGISTERED NUMBER: NI720518

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	13		4,982,734		3,867,365
			4,982,734		3,867,365
Current assets
Stocks	16	655,700		694,658
Debtors: amounts falling due within one year	17	2,777,157		2,047,178
Cash at bank and in hand	18	3,859,290		3,429,354
		7,292,147		6,171,190
Creditors: amounts falling due within one year	19	(2,980,340)		(2,234,987)
Net current assets			4,311,807		3,936,203
Total assets less current liabilities			9,294,541		7,803,568
Creditors: amounts falling due after more than one year	20		(713,054)		(1,063,891)
Provisions for liabilities
Deferred taxation	22	(853,608)		(763,314)
			(853,608)		(763,314)
Net assets			7,727,879		5,976,363

Capital and reserves
Called up share capital	23	10,050	10,050
Capital redemption reserve		9,950	9,950
Profit and loss account		7,707,879	5,956,363
Equity attributable to owners of the Parent Company		7,727,879	5,976,363
		7,727,879	5,976,363

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2026.

___________________________ Mr David Crilly	___________________________ Mr Ciaran Crilly
Director	Director

The notes on pages 17 to 35 form part of these financial statements.

Page 10

BROGIES LTD

REGISTERED NUMBER: NI720518

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	14		10,050		-
Investment Property	15		2,587,370		-
			2,597,420		-
Current assets
Cash at bank and in hand	18	975		-
		975		-
Creditors: amounts falling due within one year	19	(610,783)		-
Net current (liabilities)/assets			(609,808)		-
Total assets less current liabilities			1,987,612		-


Net assets excluding pension asset			1,987,612		-
Net assets			1,987,612		-

Capital and reserves
Called up share capital	23		10,050		-
Profit for the year		1,977,562		-
Profit and loss account carried forward			1,977,562		-
			1,987,612		-

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2026.

___________________________ Mr David Crilly	___________________________ Mr Ciaran Crilly
Director	Director

The notes on pages 17 to 35 form part of these financial statements.

Page 11

BROGIES LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital redemption reserve	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£
At 1 January 2024	10,050	9,950	4,623,881	4,643,881	4,643,881

Profit for the year	-	-	1,332,482	1,332,482	1,332,482

At 1 January 2025	10,050	9,950	5,956,363	5,976,363	5,976,363

Profit for the year	-	-	1,751,516	1,751,516	1,751,516
At 31 December 2025	10,050	9,950	7,707,879	7,727,879	7,727,879

The notes on pages 17 to 35 form part of these financial statements.

Page 12

BROGIES LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
Other comprehensive income for the year	-	-	-
Total comprehensive income for the year	-	-	-
Total transactions with owners	-	-	-

Comprehensive income for the year
Profit for the year	-	1,977,562	1,977,562
Other comprehensive income for the year	-	-	-
Total comprehensive income for the year	-	1,977,562	1,977,562
Contributions by and distributions to owners
Shares issued during the year	10,050	-	10,050
Total transactions with owners	10,050	-	10,050
At 31 December 2025	10,050	1,977,562	1,987,612

The notes on pages 17 to 35 form part of these financial statements.

Page 13

BROGIES LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	1,751,516	1,332,482
Adjustments for:
Depreciation of tangible assets	909,402	766,097
Loss on disposal of tangible assets	(185,000)	(14,000)
Government grants	(81,627)	(11,977)
Interest paid	8,440	30,193
Interest received	(65,603)	(48,008)
Taxation charge	(469,532)	615,831
Decrease/(increase) in stocks	38,958	(288,808)
Decrease in debtors	451,391	779,264
Increase in creditors	217,106	1,180,647
Corporation tax (paid)	(439,275)	(300,711)
Net cash generated from operating activities	2,135,776	4,041,010

Cash flows from investing activities
Purchase of tangible fixed assets	(2,074,771)	(1,326,371)
Sale of tangible fixed assets	235,000	14,000
Government grants received	81,627	11,977
Interest received	65,603	48,008
HP interest paid	(4,097)	(7,231)
Net cash from investing activities	(1,696,638)	(1,259,617)
Cash flows from financing activities
Repayment of loans	-	(590,047)
Repayment of/new finance leases	(4,859)	(8,430)
Interest paid	(4,343)	(22,962)
Net cash used in financing activities	(9,202)	(621,439)
Net increase in cash and cash equivalents	429,936	2,159,954
Cash and cash equivalents at beginning of year	3,429,354	1,269,400
Cash and cash equivalents at the end of year	3,859,290	3,429,354

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	3,859,290	3,429,354

Page 14

BROGIES LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£

	3,859,290	3,429,354

The notes on pages 17 to 35 form part of these financial statements.

Page 15

BROGIES LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	3,429,354	429,936	3,859,290
Debt due within 1 year	-	(281,514)	(281,514)
Finance leases	(46,891)	4,859	(42,032)
	3,382,463	153,281	3,535,744

The notes on pages 17 to 35 form part of these financial statements.

Page 16

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Brogies Ltd ("the company") is a private limited company by shares domiciled and incorporated in Northern Ireland. The registered office is 15 Flagstaff Road, Newry, Co. Down, Northern Ireland, BT35 8NR. The nature of the company's operations and its principal activities are set out in the Director's Report. The date of incorporation was 29 Agust 2024.

The group consists of Brogies Ltd and all of its subsidiaries.

The subsidiary companies included in the financial statements are as follows:

1. Crilco Confections Limited, a company incorporated in Northern Ireland, whose principal activity is the manufacture and sale of confectionery, is 100% owned by Brogies Ltd.

The above subsidiary has an accounting year ended 31 December 2025 and has been included in the consolidation.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being .

Page 17

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest £..

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 18

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Investment property rented to other group entities and accounted for under the cost model is stated at historical cost less accumulated depreciation and any accumulated impairment losses.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 20

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	2%	Straight line
Plant and machinery	-	15%	Straight line
Motor vehicles	-	25%	Straight line
Fixtures and fittings	-	25%	Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 21

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Page 22

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are

Page 23

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 24

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

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

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

The following judgements have had the most significant effect on amounts recognised in the financial statements:

Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

Inventory Provision

The company considers the recoverability of the cost of the inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.

Page 25

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Type 1 Sales	9,760,524	11,481,181
	9,760,524	11,481,181

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	8,703,765	10,075,867
Rest of Europe	1,056,759	1,405,314
	9,760,524	11,481,181

5.	Other operating income
		2025	2024
		£	£

Net rents receivable	102,208	56,000
Government grants receivable	81,627	11,977
Insurance claims receivable	334,000	782,214
	517,835	850,191

	Exchange differences	(44,594)	62,246
	Other operating lease rentals	12,659	-

Page 26

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

8,950

8,500

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	1,343,868	1,108,504
Social security costs	151,588	149,985
Cost of defined contribution scheme	162,629	12,245
	1,658,085	1,270,734

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Employees	42	38

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

9.	Directors' remuneration

During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.

10.	Interest receivable
		2025	2024
		£	£

	Bank interest receivable	65,603	48,008
		65,603	48,008

Page 27

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	4,343	22,962
Finance leases and hire purchase contracts	4,097	7,231
	8,440	30,193

Corporation tax
Current tax on profits for the year	606,892	427,827
Adjustments in respect of previous periods	(5,448)	-
	601,444	427,827

Total current tax	601,444	427,827

Deferred tax
Origination and reversal of timing differences	90,294	188,004
Total deferred tax	90,294	188,004


	Tax on profit	691,738	615,831

Page 28

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Taxation (continued)

Profit on ordinary activities before tax

2,443,254

1,948,313

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	610,814	487,078
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	80,924	128,753
Total tax charge for the year	691,738	615,831

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 29

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	1,116,287	4,456,684	329,370	892,366	6,794,707
Additions	1,303,192	695,859	-	75,720	2,074,771
Disposals	(50,000)	-	-	-	(50,000)
At 31 December 2025	2,369,479	5,152,543	329,370	968,086	8,819,478
Depreciation
At 1 January 2025	261,132	1,976,966	285,335	403,909	2,927,342
Charge for the year on owned assets	64,516	610,406	30,336	204,144	909,402
At 31 December 2025	325,648	2,587,372	315,671	608,053	3,836,744
Net book value
At 31 December 2025	2,043,831	2,565,171	13,699	360,033	4,982,734
At 31 December 2024	855,155	2,479,718	44,035	488,457	3,867,365

The net book value of land and buildings may be further analysed as follows:
	2025	2024
	£	£

Freehold	2,043,831	855,155
	2,043,831	855,155

Page 30

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	10,050
	At 31 December 2025	10,050

15.	Investment property
	Group

	Company

		Freehold investment property
		£
	Valuation
	Additions at cost	2,587,370
	At 31 December 2025	2,587,370

16.	Stocks
		Group	Group
		2025	2024
		£	£

Finished goods and goods for resale	655,700	694,658
	655,700	694,658

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 31

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.

Debtors

		Group	Group
		2025	2024
		£	£


Trade debtors	977,894	1,325,173
Other debtors	1,763,969	505,092
Prepayments and accrued income	35,294	216,913
	2,777,157	2,047,178

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	3,859,290	3,429,354	975	-
	3,859,290	3,429,354	975	-

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	767,199	1,153,255	-	-
Corporation tax	606,890	424,621	-	-
Other taxation and social security	292,370	237,185	-	-
Obligations under finance lease and hire purchase contracts	8,955	8,955	-	-
Other creditors	617,603	9,011	606,533	-
Accruals and deferred income	687,323	401,960	4,250	-
	2,980,340	2,234,987	610,783	-

Page 32

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Net obligations under finance leases and hire purchase contracts	33,077	37,936
Accruals and deferred income	679,977	1,025,955
	713,054	1,063,891

21.	Hire purchase and finance leases

		Group	Group
		2025	2024
		£	£

Within one year	8,955	8,955
Between 1-5 years	33,077	33,077
	42,032	42,032

Page 33

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(763,314)
	Charged to profit or loss	(90,294)
	At end of year	(853,608)

	Company

		2025

	At end of year	-

		Group	Group
		2025	2024
		£	£

	Accelerated capital allowances	(853,608)	(763,314)
		(853,608)	(763,314)

23.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

10,050 (2024 - 10,050) Ordinary shares of £1.00 each	10,050	10,050

24.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £1,536 (2024: £735) were payable to the fund at the balance sheet date and are included in creditors.

Page 34

BROGIES LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.	Controlling party

The controlling parties are deemed to be David Crilly and Ciaran Crilly by virtue of their shareholding in Brogies Ltd.

26.	Subsidiary undertaking
	Subsidiary undertaking
	The following was a subsidiary undertaking of the Company:
	Name	Registered office	Class of shares	Holding

Crilco Confections Limited

Northern Ireland

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking was as follows:
	Name

Crilco Confections Limited

Page 35