REGISTERED NUMBER: 01104045 (England and Wales)

Midland Chilled Foods Limited

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

9

Income Statement

12

Other Comprehensive Income

13

Balance Sheet

14

Statement of Changes in Equity

15

Cash Flow Statement

16

Notes to the Cash Flow Statement

17

Notes to the Financial Statements

18

DIRECTORS:

A G Bosco

F Marchi

E Rizzoli

REGISTERED OFFICE:

Stringes Lane

Willenhall

West Midlands

WV13 1LX

REGISTERED NUMBER:

01104045 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

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

BUSINESS MODEL

The objective for Midland Chilled Foods Ltd was and is to provide a sustainable first class service to customers throughout the UK, focusing at all times on the service and relationship with customers and suppliers alike. Continuous re-investment in new technology and systems maintained to enhance this objective.

Operating in wholesale, foodservice and retail food sectors, a wide range of chilled, ambient and frozen foods are distributed, with a focus on the Italian Dairy product manufactured by our parent company Granarolo Spa.

REVIEW OF BUSINESS

The key financial performance indicators for the company during the year were as follows:

2025

2024

Change

£

£

Turnover

49,870

46,753

6.67%

Gross Profit

9,341

8,697

7.41%

Gross Profit Margin %

18.73%

18.60%

Operating Profit

731

2,698

-72.90%

Operating Profit (excluding exceptional costs)

1,379

967

42.61%

Profit Before Tax

676

2,640

-73.60%

Profit Before Tax (excluding exceptional costs)

1,324

909

45.65%

Average number of employees

123

127

-4

The directors are pleased to report a strong performance for the year given the uncertainties within the food industry, particularly the dairy sector which is impacted by price fluctuations and highly volatile market environment.

In a year vital to the future growth of Midland Chilled Foods Ltd, the new state of the art warehouse facility was completed. Turnover increased year on year by 6.66% driven by Italian Dairy and UK Dairy products, which remain key pillars in the continued growth of the company. Operating Profit decreased by 72.90% and profit before tax decreased by 73.63% - 2024 benefited from insurance settlements from the fire we experienced in 2023. High temporary warehouse rental costs were incurred as we continued to operate out of short term rented facilities, whilst our new build was completed.

Ongoing challenges persist in the growth of the business, with volatility with the product costs, coupled with inflationary pressures and the cost of living crisis. Prices continue to be affected by matters further afield, with the war in Ukraine still causing market disruption, and the recent added pressures from the conflicts in the Middle East. Energy costs in particularly fuel and electric, and the UK government increases to National Minimum Wage, will all have a bearing on the future profitability of the business.

Operationally we continue to strive to operate as efficiently as possible, striving to minimize our environmental impact by using our vehicle fleet as effectively as possible, whilst maintaining our high delivery standards. Investment in new fleet vehicles, will by a key driver in our efforts to minimize our environmental impact.

KEY PERFORMANCE INDICATORS

The financial and key performance indicators that provide an understanding of the growth and development of business, performance, and the position of the business are primarily changes in the sales volumes by product, sales margin by product, wastage, customer delivery service, headcount, net financial position and pre tax profitability.

Non financial KPI's that impact the business performance beyond financial matters are, absenteeism levels, employee turnover, customer satisfaction and brand awareness.

One of the key pillars in the company growth strategy is the increase in market share of the Italian dairy market in the UK of our Granarolo dairy products, by increasing the brand awareness.

FUTURE OUTLOOK

The company strategy is continued growth in the wholesale, foodservice and retail food sectors. Key pillars to this growth will be the Italian dairy products manufactured by our parent company in Italy. Our new purpose built warehouse facility opened in 2025, increasing our warehouse capacity by over 50%, enabling us to increase our product range which will give us the opportunity to build new customer synergies.

PRINCIPAL RISKS AND UNCERTAINTIES

The company aims to manage the uncertainty of future revenue streams by focusing on its proven market leading service and maintaining strong relationships with all of its customers. The investment into our new state of the art warehouse facility completed late 2025 will allow us to diversify into new and emerging markets.

Financial Risk and Risk Management

The company's financial instruments comprise cash at bank, trade and other debtors, trade and other creditors, bank borrowings and amounts due to and from group undertakings. The main purpose of these financial instruments is to raise finance for the company's operations and manage working capital.

The company's activities expose it to a number of financial risks including product price risk, credit risk, liquidity risk and foreign currency risk. The directors review and agree policies for managing these risks as described below:

Liquidity Risk

Liquidity risk is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due.

At 31 December 2025, the company had net current liabilities of £1,227,701 (2024: net current assets £6,317,860). Current liabilities include amounts due to group undertakings of £8,713,452.

The company manages liquidity risk through careful cash flow forecasting and by maintaining access to funding from its parent undertaking. The directors have received confirmation that the parent company will continue to provide financial support for a period of at least 12 months from the date of approval of the financial statements.

The company's bank borrowings are repayable in instalments and are monitored to ensure compliance with repayment terms. Amounts due to group undertakings do not have fixed repayment dates and are repayable on demand; however, the directors do not expect these balances to be called in within the foreseeable future.

Product Price Risk

The company is exposed to fluctuations in market prices, particularly dairy products and cooked meats. The position is continually monitored and where possible and appropriate the risk is managed by securing contracted prices at favourable rates.

Credit Risk

At 31 December 2025, trade debtors amounted to £5,541,643 (2024: £5,296,561). The company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.

The company trades with only recognised, credit worthy third parties. It is company policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. In addition, trade debtor balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is mitigated. The company also has bad debt insurance in place on most of its trade debtors. Credit checks are undertaken on all prospective customers and limits/terms are set based on the insurance cover granted. Customers not meeting this criteria trade on a proforma agreement until such time as they have an established and approved payment record history that will satisfy our credit insurance requirements.The majority of trade debtors are covered by credit insurance and management considers the level of expected credit losses to be low. No significant concentrations of credit risk are considered to exist at the balance sheet date.

Foreign Currency Risk

The company is potentially exposed to foreign currency risk as we purchase varied dairy products and continental meats from Europe. The company manages this risk through forward purchasing of foreign currency and by monitoring exchange rate movements. Foreign currency exposures are considered to be short-term in nature and are not considered significant at the balance sheet date.

Exchange differences recognised in the income statement for the year amounted to a loss of £100,327 (2024: gain £34,713).

SECTION 172(1) STATEMENT

Our Section 172 statement summarises how the directors have factored stakeholder considerations into our decision making.

Section 172 of the Companies Act 2006, imposes the duty on a director to act in a way that he or she considers, in good faith, would be most likely to promote the long term success of the company for the benefit of its members as a whole. The Companies regulations 2018 require companies to report on how the directors have fulfilled the requirements of Section 172 including how the directors have factored stakeholder considerations into its decision making.

The directors are fully aware of and support these requirements. We are pleased to describe below how the directors engage with our stakeholders. The Company's key stakeholders have an important role in the successful operation of our business. Our directors are fully aware of, and take seriously, their responsibilities to those stakeholders under the Act.

We believe that it is appropriate to consider the potential impact on our stakeholders when considering the Company's strategy and in making our key decisions. Indeed, these responsibilities are rooted in our culture, values and company purpose.

The directors consider that, in its decisions and actions to date, it has acted in a way that would promote the success of the Company for the benefit of its members as a whole, while having regard to stakeholders and matters set out in Section 172. The Company's key stakeholders have been identified as our employees, customers, suppliers and vendors, the environment and communities in which we operate, and investors. It receives updates on each of these and takes steps to ensure that it remains well informed about them.

The Company directors believe strongly in doing business in the right way, with all its decisions underpinned by the impact they have on our five main stakeholder groups.

Long term Decision Making

The directors have put in place a structured governance model in line with that of our parent company, Granarolo Spa. Scheduled Board meetings and clear documentation and authority levels control the decision making process. All key decisions are considered, documented and reported upon, and in alignment with our strategic plans for the future. Detailed budgets and forecasts are enabled to ensure performance is tracked and is matching expectations, and if necessary mitigating steps are taken to deliver the performance in line with, or as close to, those expectations.

The directors operate within this structure with the aim of promoting the success of the company. Business proposals are documented in line with, and performance tracked against, levels of authority.

Business Conduct

We have a code of conduct setting out the behaviours and values expected of all our colleagues, which we communicate to all colleagues and third parties. We have processes to update our directors and senior management on the operation of our code and in independent whistleblowing service to enable employees and third parties to anonymously raise concerns. The directors require all of our people to work to the highest standards of business conduct. Our focus is to do what is right ahead of what is the easy option. This is supported through ongoing communication and awareness of, and training in, acceptable company conduct. Any reports of inappropriate behaviour are independently investigated, and action taken where necessary.

Since the takeover of Midland Chilled Foods by Granarolo Spa in 2018, this has been a key communication driven by directors and senior management to all our key stakeholders.

STAKEHOLDER ENGAGEMENT

Employee Engagement

We consider that our employees act and behave with the utmost integrity and expertise in providing our customers chilled, frozen and ambient food products. In doing, so the directors consider employees are rewarded fairly to deliver the company strategy.

The directors are kept informed on employee related at every Board meeting. Updates are provided at monthly senior management meetings by the Company's HR manager. This is reviewed at Board meetings, and feedback provided to the HR manager when necessary.

All employees are aware of the Company news and financial performance in quarterly business updates. Notice boards and team briefings keep staff up to date on daily matters.

Customers

Our customer base continues to grow, and they have regular contact with our National Sales account managers, office based telesales team and our own fleet drivers. Any feedback is received via any of these channels, and reported at senior management meetings on a monthly basis. The Board is kept informed of any feedback received.

Suppliers

We have a strong and long standing relationship with a lot of our suppliers. All our suppliers are vetted to meet our BRC accrediation requirements, which considers the environment, work environment, human rights, business ethics and quality.

Additional third parties that are of great importance to the Company include our professional advisers, bankers and various regulators.

The directors are kept informed of the Company's interactions with key third party relationships, be they suppliers or other key providers of services or regulatory oversight. The Company places the utmost importance on the integrity of our supplier agreements with a focus on the robustness of supply of products and services. All third party suppliers are regularly scrutinised so as to ensure that there are no matters that could potentially harm our reputation or which are financially damaging to us. All agreements with third parties are set out in writing with clearly documented terms and conditions that cover, amongst other things, level of service, payment terms and working practices.

Our Community and the Environment

Over 80% of our workforce are from the local community. Realising the importance of the local community we look to offer discounted products where possible for them to purchase.

Our directors and senior management team are aware of the need to be cognisant of the effect that our operations and those who provide us with goods and services have on the environment. We seek to minimise our impact on the environment. Every two years we consult with environmental consultants to ensure the energy efficiency of our sites.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Sustainability

The company, as part of the Granarolo Group, is committed to the group carbon reduction plan to achieve net zero carbon emissions by 2027. At least 10% of energy will be renewable, 30% use of reusable plastic and 5% recovery of water, all by 2027. Our new state of the art warehouse facility completed in 2025 will help us achieve these goals.

Social Responsibility

The company sponsors and supports local and regional charities, and local foodbanks, as well as small individual charities and sports teams.

The company also actively engages with the local authorities to ensure that the maintenance, upkeeping and day to day operation of the local environment resources are maintained.

Governance

The company adheres to the all applicable Environmental governance, and strives to continuously reduce our Plastic Packaging Tax by introducing innovative packaging lines using more than 30% recycled plastic.

ON BEHALF OF THE BOARD:

A G Bosco - Director

9 July 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the wholesale marketing of a wide range of chilled, frozen and ambient processed food products, including our own "Bakers Range" range and own label ranges for many major customers.

DIVIDENDS

No dividends were paid during the year (2024: £Nil)

The directors recommend a final dividend of £10,000,000 in respect of the year ended 31 December 2025 (2024: £Nil). The dividend was approved by the shareholders on 29 May 2026 and will be paid by credit to the intercompany account.

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

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

A G Bosco

F Marchi

Other changes in directors holding office are as follows:

F Fanetti - resigned 1 March 2025

E Rizzoli - appointed 1 March 2025

ENGAGEMENT WITH EMPLOYEES

Details on employee engagement can be found within the company’s Section 172 statement in the Strategic Report in accordance with s414C(11) of the Companies Act 2006 as the directors consider this to be of strategic importance to the company.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Details on how the company has fostered relationships with suppliers, customers and others can be found within the company’s Section 172 statement in the Strategic Report in accordance with s414C(11) of the Companies Act 2006 as the directors consider this to be of strategic importance to the company..

STREAMLINED ENERGY AND CARBON REPORTING

The section below presents the energy usage and associated carbon dioxide emissions for Midland Chilled Foods Limited’s operations that are based in the UK. This section has been prepared in compliance with the SECR Framework as implemented in the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Greenhouse Gas (GHG) Emissions

Units

2025

2024

Emissions from consumption of fuel for transport purposes (Scope 1)

tCO2e

1,112

1,127

Emissions from purchased electricity (Scope 2)

tCO2e

311

329

Emissions from business travel in employee-owned cars where company

tCO2e

32

33

is responsible for purchasing fuel (Scope 3)

Total gross emissions

tCO2e

1,455

1,489

Energy Consumption

Energy consumption used to calculate emissions

KWh

1,514,189

1,602,219

Energy consumption used to calculate the above emissions relates to purchased electricity only. Transport fuel consumption is measured separately in litres and included within Scope 1 emissions but has not been converted into kWh.

Emissions

Intensity ratios have been calculated from the value of turnover and include all of the energy usage and emissions stated within the values reported above and in accordance with the methodology applied.

Intensity Ratios

tCO2e/£'0 00 sales

0.0291

0.0318

(Methodology: total emissions divided by turnover of £49.9m (2025) and £46.8m (2024))

Methodologies

The HM Government Environmental Reporting Guidelines including Streamlined Energy and Carbon Reporting guidance published in March 2019 has been followed. Carbon emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard using the DEFRA emissions factors.

The methodology and boundaries applied are consistent with those used in the prior year.

Energy Efficiency Actions

The company continues to focus on reducing its energy consumption and carbon emissions. During the year, measures implemented and ongoing initiatives include:

- investment in a new warehouse facility designed to improve operational efficiency and reduce energy usage;

- regular review of energy performance through engagement with environmental consultants, including periodic

energy efficiency assessments of operational sites;

- optimisation of distribution activities, including transport efficiency improvements where possible;

- continued focus on reducing environmental impact through packaging improvements and reduced plastic usage.

Future initiatives form part of the wider group sustainability strategy led by Granarolo S.p.A., including commitments to:

- increase renewable energy usage,

- reduce carbon emissions in line with net zero objectives, and

- improve resource efficiency through water recovery and reuse initiatives.

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, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A G Bosco - Director

9 July 2026

Opinion

We have audited the financial statements of Midland Chilled Foods Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 seven, 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- we identified areas of laws and regulations that could reasonably be expected to have a material effect on the

financial statements from our general commercial and sector experience, and through discussion with the directors

and other management (as required by auditing standards), and discussed with the directors and other

management the policies and procedures regarding compliance with laws and regulations;

- we considered the legal and regulatory frameworks directly applicable to the financial statements reporting

framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- we considered the nature of the industry, the control environment and business performance, including the key

drivers for management’s remuneration;

- we communicated identified laws and regulations throughout our team and remained alert to any indications of

non-compliance throughout the audit, also all areas where fraud might occur in the financial statements and how;

- we considered the procedures and controls that the company has established to address risks identified, or that

otherwise prevent, deter and detect fraud; and how senior management monitors these programmes and controls;

- we considered how the directors and management respond to risks of fraud and whether they have knowledge of

any actual, suspected or alleged fraud;

- we performed detailed analytical procedures to identify and unusual or unexpected relationships that may indicate

risks of material misstatement due to fraud;

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and 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.

Darren Barlow (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

9 July 2026

TURNOVER

3

49,869,564

46,753,182

Cost of sales

40,528,263

38,056,098

GROSS PROFIT

9,341,301

8,697,084

Distribution costs

4,318,304

4,426,420

Administrative expenses

4,291,964

1,573,053

8,610,268

5,999,473

OPERATING PROFIT

5

731,033

2,697,611

Interest payable and similar expenses

8

34,209

57,992

PROFIT BEFORE TAXATION

696,824

2,639,619

Tax on profit

9

133,404

130,250

PROFIT FOR THE FINANCIAL YEAR

563,420

2,509,369

PROFIT FOR THE YEAR

563,420

2,509,369

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

563,420

2,509,369

FIXED ASSETS

Intangible assets

10

3,209

7,144

Tangible assets

11

14,120,973

5,247,919

Investments

12

50

50

14,124,232

5,255,113

CURRENT ASSETS

Stocks

13

2,852,815

2,494,646

Debtors

14

7,794,980

13,162,060

Cash at bank

81,716

874,643

10,729,511

16,531,349

CREDITORS

Amounts falling due within one year

15

11,957,212

10,213,489

NET CURRENT (LIABILITIES)/ASSETS

(1,227,701

)

6,317,860

TOTAL ASSETS LESS CURRENT LIABILITIES

12,896,531

11,572,973

CREDITORS

Amounts falling due after more than one year

16

(810,969

)

(176,997

)

PROVISIONS FOR LIABILITIES

20

(341,314

)

(215,148

)

NET ASSETS

11,744,248

11,180,828

CAPITAL AND RESERVES

Called up share capital

21

38,802

38,802

Retained earnings

22

11,705,446

11,142,026

SHAREHOLDERS' FUNDS

11,744,248

11,180,828

The financial statements were approved by the Board of Directors and authorised for issue on 9 July 2026 and were signed on its behalf by:

A G Bosco - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

38,802

8,632,657

8,671,459

Changes in equity

Total comprehensive income

-

2,509,369

2,509,369

Balance at 31 December 2024

38,802

11,142,026

11,180,828

Changes in equity

Total comprehensive income

-

563,420

563,420

Balance at 31 December 2025

38,802

11,705,446

11,744,248

Cash flows from operating activities

Cash generated from operations

1

7,532,576

1,535,069

Interest paid

(34,209

)

(57,992

)

Tax paid

(96,539

)

(361,583

)

Net cash from operating activities

7,401,828

1,115,494

Cash flows from investing activities

Purchase of tangible fixed assets

(9,409,484

)

(1,026,998

)

Sale of tangible fixed assets

-

3,041

Net cash from investing activities

(9,409,484

)

(1,023,957

)

Cash flows from financing activities

Loan repayments in year

(164,139

)

(150,981

)

Intercompany movement

1,378,868

972,587

Net cash from financing activities

1,214,729

821,606

(Decrease)/increase in cash and cash equivalents

(792,927

)

913,143

Cash and cash equivalents at beginning of year

2

874,643

(38,500

)

Cash and cash equivalents at end of year

2

81,716

874,643

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

2025

2024

£

£

Profit before taxation

696,824

2,639,619

Depreciation charges

540,366

385,220

Profit on disposal of fixed assets

-

(2,767

)

Finance costs

34,209

57,992

1,271,399

3,080,064

Increase in stocks

(358,169

)

(251,554

)

Decrease/(increase) in trade and other debtors

5,424,934

(1,322,884

)

Increase in trade and other creditors

1,194,412

29,443

Cash generated from operations

7,532,576

1,535,069

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

81,716

874,643

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

874,643

13,699

Bank overdrafts

-

(52,199

)

874,643

(38,500

)

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

874,643

(792,927

)

81,716

874,643

(792,927

)

81,716

Debt

Debts falling due within 1 year

(154,594

)

8,111

(146,483

)

Debts falling due after 1 year

(176,997

)

156,028

(20,969

)

(331,591

)

164,139

(167,452

)

Total

543,052

(628,788

)

(85,736

)

1.	STATUTORY INFORMATION

Midland Chilled Foods 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.

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.

The financial statements have been prepared on a going concern basis which assumes that the company will continue to operate for the foreseeable future. Parent company support has been confirmed for the next 12 months and budgets and cash flow projections compiled which indicate the company has sufficient reserves to continue to trade. The directors believe that support afforded, careful cashflow considerations is sufficient upon which to adopt the going concern basis.

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.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgement, estimates and assumptions about carrying amounts 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 revision and future periods where the revision affects both current and future periods.

In preparing these financial statements the directors have made judgements including:

Useful economic lives of tangible fixed 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 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.

Leasing obligations

Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis based on an evaluation of the terms and conditions of the arrangements, and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

Provisions

A provision is recognised when the company has a present legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flow at a rate that reflects the time value of money and the risks specific to the liability.

Whether a present obligation is probable or not requires judgement. The nature and type of risks for these provisions differ and management's judgement is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

Sales ledger bad debt provisions

Management review debts on a case by case basis to highlight deviation from terms and therefore possible provision requirement.

Stock provisions

Through experience over time, the management have formulated a standard policy of provisioning based on stock movement. This is monitored on an ongoing basis and judgement used on a line by line basis should trends change significantly.