Oakfield Food Group Limited - Limited company accounts 25.1

REGISTERED NUMBER: 15932503 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

OAKFIELD FOOD GROUP LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Statement of Cash Flows

14

Notes to the Financial Statements

15

DIRECTORS:

M. I. Levy

T M Greaney

M D Glass

D L Burr

D J Short

H P Ingram

SECRETARY:

D L Burr

REGISTERED OFFICE:

1st Floor

3 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD

REGISTERED NUMBER:

15932503 (England and Wales)

SENIOR STATUTORY AUDITOR:

Brian Melville Leighton

AUDITORS:

Accura Accountants Ltd (Statutory Auditor)

Langley House

53 Theobald Street

Borehamwood

WD6 4RT

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

SECTION 172(1) STATEMENT

Statement by the directors on performance of their statutory duties in accordance with S172(1) Companies Act 2006

Section 172(1) (a) to (e) requires the directors to act in the way they consider would be most likely to promote the successes of the company for the benefit of its members, as a whole, with regard to the following matters:

As a holding company with no employees of its own, the directors' principal consideration under s172 is the long-term performance of the Group's trading subsidiary and its ability to service the company's own financing arrangements.The directors receive regular reporting from the trading subsidiary's board and are satisfied that the interests of employees, customers, suppliers and other stakeholders are appropriately addressed at that level.

ON BEHALF OF THE BOARD:

T M Greaney - Director

1 September 2026

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

In October 2024, following several years of structured succession planning, the shares of Oakfield (Foods) Limited were acquired by a newly established parent company, Oakfield Food Group Limited. The Group is owned by the management team through its ultimate parent company, Greanco Limited, which holds a majority shareholding. This management buyout ensures continuity and stability while providing a strong platform for the Group’s future growth and development.

PRINCIPAL ACTIVITY

The principal activity of the Company is that of a holding company. The Company’s activities principally comprise holding investments in subsidiary and/or associated companies and overseeing the management and strategic direction of those investments. The Company does not undertake any other significant trading activities.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

FUTURE DEVELOPMENTS

The Group plans to expand its export department to consolidate existing business and develop new markets and product lines. This strategic growth aims to increase turnover while maintaining profitability.

Efforts to enhance the Group's global market presence continue, with a focus on establishing a stronger position within the industry across additional international regions.

DIRECTORS

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

M. I. Levy

T M Greaney

M D Glass

D L Burr

D J Short

H P Ingram

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Accura Accountants Ltd (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T M Greaney - Director

1 September 2026

Opinion

We have audited the financial statements of Oakfield Food Group Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the 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 the financial statements:

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

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

Fraud - Identifying and responding to risks of material misstatement due to fraud

Fraud risk assessment

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure by management to commit, or provide an opportunity to commit, fraud. Our risk assessment procedures included;

- enquiries of management and finance personnel, concerning the company's policies and procedures relating to:

- detecting and responding to the risks of fraud; and

- evaluation of internal controls designed to mitigate fraud risk

- enquiries of management and internal accounting staff as to whether they had knowledge of any actual, suspected or alleged fraud;

- discussions within the audit team on where fraud risks may arise, informed by our commercial experience in the meat and food production sector.

Risk communications

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

Fraud risks

As required by auditing standards we addressed the risk of management override of controls and the risk of fraudulent revenue recognition. In particular we considered the risk that revenue is recorded in the wrong period and the risk that the management may be in a position to make inappropriate accounting entries, and the risk of bias in accounting estimates and judgments.

Procedures to address fraud risks

Our audit procedures included evaluating the design and implementation, and operating effectiveness of internal controls relevant to mitigate these risks. We also performed substantive audit procedures including;

- Testing journal entries to identify unusual transactions, comparing journal entries to supporting documentation and review for any unusual journal descriptions;

- Assessing significant accounting estimates and judgements for bias;

- Obtaining third party confirmations for all bank balances and material debtors and creditors balances; and

- Testing revenue recognition around the year end to ensure transactions were recorded in the correct period.

Laws and regulations

- Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

Risk assessment

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements. For this risk assessment, matters considered included the following;

- discussion with the management of the company (as required by auditing standards);

- inspection of the company's regulatory and legal correspondence; and

- discussions with the management about the policies and procedures regarding compliance with laws and regulations.

Risk communication

Our team remained alert to indications of non-compliance and laws and regulations risks throughout the audit.

Direct laws context and link to audit

The potential effect of laws and regulations on the financial statements varies considerably. The company is subject to United Kingdom laws and regulations, such as the Companies Act 2006. Other relevant rules and regulations include the following:

- Financial reporting legislation (including related UK companies' legislation).

- Taxation legislation (direct and indirect) in the company's countries of operation.

- The company is regulated by United Kingdom and EU Food safety and Hygiene, Food Information and general food labelling regulations.

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.

Brian Melville Leighton (Senior Statutory Auditor)

for and on behalf of Accura Accountants Ltd (Statutory Auditor)

Langley House

53 Theobald Street

Borehamwood

WD6 4RT

1 September 2026

OAKFIELD FOOD GROUP LIMITED (REGISTERED NUMBER: 15932503)

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

Notes

£

TURNOVER

-

Administrative expenses

(72

)

(314,811

)

OPERATING LOSS

(72

)

(314,811

)

Income from shares in group undertakings

5

5,000,000

10,565,000

4,999,928

10,250,189

Interest payable and similar expenses

6

(1,823,252

)

(314,245

)

PROFIT BEFORE TAXATION

3,176,676

9,935,944

Tax on profit

7

-

PROFIT FOR THE FINANCIAL YEAR

3,176,676

9,935,944

OAKFIELD FOOD GROUP LIMITED (REGISTERED NUMBER: 15932503)

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

Notes

£

PROFIT FOR THE YEAR

3,176,676

9,935,944

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

3,176,676

9,935,944

FIXED ASSETS

Investments

9

95,475,000

CURRENT ASSETS

Cash at bank

10

28

-

CREDITORS

Amounts falling due within one year

11

22,527,408

19,454,056

NET CURRENT LIABILITIES

(22,527,380

)

(19,454,056

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

72,947,620

76,020,944

CREDITORS

Amounts falling due after more than one
year

12

60,300,000

66,550,000

NET ASSETS

12,647,620

9,470,944

CAPITAL AND RESERVES

Called up share capital

14

100

Share premium

15

99,900

Retained earnings

15

12,547,620

9,370,944

SHAREHOLDERS' FUNDS

12,647,620

9,470,944

The financial statements were approved by the Board of Directors and authorised for issue on 1 September 2026 and were signed on its behalf by:

T M Greaney - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Changes in equity

Issue of share capital

100

-

99,900

100,000

Dividends

-

(565,000

)

-

(565,000

)

Total comprehensive income

-

9,935,944

-

9,935,944

Balance at 31 December 2024

100

9,370,944

99,900

9,470,944

Changes in equity

Total comprehensive income

-

3,176,676

-

3,176,676

Balance at 31 December 2025

100

12,547,620

99,900

12,647,620

OAKFIELD FOOD GROUP LIMITED (REGISTERED NUMBER: 15932503)

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

Notes

£

Cash flows from operating activities

Cash generated from operations

1

(2,862,475

)

64,360,189

Interest paid

(2,137,497

)

-

Net cash from operating activities

(4,999,972

)

64,360,189

Cash flows from investing activities

Purchase of fixed asset investments

-

(95,475,000

)

Dividends received

5,000,000

11,130,000

Net cash from investing activities

5,000,000

(84,345,000

)

Cash flows from financing activities

New loans in year

-

25,000,000

Loan repayments in year

(4,675,000

)

(5,000,000

)

Interco loan received

4,675,000

449,711

Amount introduced by directors

-

100,000

Share issue

-

100

Equity dividends paid

-

(565,000

)

Net cash from financing activities

-

19,984,811

Increase in cash and cash equivalents

28

-

Cash and cash equivalents at beginning of
year

2

-

Cash and cash equivalents at end of year

2

28

-

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

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

£

Profit before taxation

3,176,676

9,935,944

Finance costs

1,823,252

314,245

Finance income

(5,000,000

)

(10,565,000

)

(72

)

(314,811

)

(Decrease)/increase in trade and other creditors

(2,862,403

)

64,675,000

Cash generated from operations

(2,862,475

)

64,360,189

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:

Year ended 31 December 2025

31.12.25

1.1.25

£

Cash and cash equivalents

28

-

Period ended 31 December 2024

31.12.24

3.9.24

£

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

Net cash

Cash at bank

-

28

-

28

Debt

Debts falling due after 1 year

(20,000,000

)

6,250,000

(13,750,000

)

(20,000,000

)

6,250,000

(13,750,000

)

Total

(20,000,000

)

6,250,028

(13,749,972

)

4.	ACQUISITION OF BUSINESS

In October 2024, following several years of structured succession planning, Oakfield Food Group Limited acquired the shares of Oakfield (Foods) Limited, an established business that has operated successfully for more than 39 years.

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Going concern

Oakfield Food Group Limited is holding the investment in it's subsidiaries particularly in Oakfield (Foods) Limited and the financing for this acquisition. The directors have reviewed the subsidiaries' cash flow forecasts prepared for a period of 12 months from the date of approval of these financial statements, which show that the company is expected to operate within its existing facilities throughout that period.

Oakfield (Foods) Limited (the “Subsidiary”) is a well-established business operating in the frozen food products industry, both in the UK and internationally, with over 39 years of trading experience. The Subsidiary has developed a strong reputation for supplying high-quality frozen food products and has an established and loyal customer base within its sector.

Oakfield (Foods) Limited maintains substantial reserves, while the loans and vendor notes are secured against the Subsidiary’s assets, providing additional security to the relevant lenders and noteholders.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources and access to additional support from its bankers to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, the directors have adopted the going concern basis in preparing the financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

The company is included in the group accounts of Greanco Limited, a company incorporated in England and Wales, whose registered office is 3 Elstree Gate, Elstree Way, Borehamwood, WD6 1JD. The company has therefore taken advantage of the exemption under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. Copies of Greanco Limited's group accounts can be obtained from the above address.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

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

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

Doubtful debt provisions

Provisions for doubtful debts are based on the directors' prudent expectations of customers' likelihood of default. This is based on specific ongoing review of outstanding balances during credit control procedures.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

4.	EMPLOYEES AND DIRECTORS

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

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

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

£

Directors' remuneration

-

5.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

£

Shares in group undertakings

5,000,000

10,565,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

£

Bank interest

1,823,252

314,245

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the period ended 31 December 2024.

8.

DIVIDENDS

Period

3.9.24

Year Ended

to

31.12.25

31.12.24

£

Ordinary shares of £1 each

Final

-

565,000

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

95,475,000

NET BOOK VALUE

At 31 December 2025

95,475,000

At 31 December 2024

95,475,000

The directors have reviewed the carrying value of the investment in subsidiary undertakings with regard to the trading performance and net asset position of the underlying businesses, and do not consider the investment to be impaired at the balance sheet date.

On 29 October 2024, the company entered into a management buyout agreement to acquire 100% of the share capital of Oakfield (Foods) Limited and its subsidiaries for total consideration of £95,475,000 (including £475,000 stamp duty). This purchase have been funded partially with a bank loan and the balance of £59,675,000 is in the form of loan notes and it is payable over course of next 10 years. As at the balance sheet date £55,000,000 is still owed to the former shareholder.

Oakfield (Foods) Limited

Registered office: 1st Floor, 3 Elstree Gate, Elstree Way, Borehamwood, England, WD6 1JD