MORECO GROUP LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

29TH DECEMBER 2024 TO 3RD JANUARY 2026

Page

Company Information

1

Strategic Report

2

Report of the Directors

8

Report of the Independent Auditors

11

Statement of Comprehensive Income

14

Balance Sheet

15

Statement of Changes in Equity

16

Notes to the Financial Statements

17

DIRECTORS:

R S Nijjar

A Hussain

B S Nijjar

V H Shah

REGISTERED OFFICE:

Second Floor Park View

Riverside Way

Camberley

Surrey

GU15 3YL

REGISTERED NUMBER:

13537233 (England and Wales)

AUDITORS:

HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

The Directors present their strategic report on the affairs of Moreco Group Limited, also known and trading as Milk and More ("the Company") for the year ended 3 January 2026.

REVIEW OF THE BUSINESS

Moreco Group Ltd operates Milk & More, a leading direct-to-door grocery and dairy delivery service supported by one of the UK's largest electric vehicle fleets in the sector. The business delivers fresh dairy products and sustainable, refillable household goods to customers before 7:00 a.m., offering a convenient and environmentally responsible service that aligns with evolving consumer preferences.

Following its acquisition by the owners of Freshways at the end of 2023, FY2025 represented a landmark year in the company's transformation. Under the leadership of the Freshways management team, Moreco Group successfully executed a comprehensive strategic and operational turnaround, delivering a £2.3 million year-on-year improvement in EBITDA, increasing from £1.1 million in FY2024 to £3.4 million in FY2025.

While revenue reduced modestly as a result of portfolio rationalisation and lower sales volumes, the business significantly strengthened its underlying profitability through margin improvement, structural cost reductions, and operational efficiencies. These initiatives have repositioned the business on a more sustainable and resilient long-term operating model.

Importantly, the business successfully arrested its customer decline and returned to growth during the year. By the end of FY2025, Milk & More was acquiring approximately 2,000 new customers each week, driven by the successful deployment of a dedicated field sales team comprising more than 100 door-to-door representatives. This strategic investment has materially strengthened customer acquisition and expanded the brand's market presence.

Financial Performance (FY2025)

- Revenue: £121.4 million (0.45% decrease year-on-year)

- Gross Profit: £77.9 million (broadly in line with FY2024)

- EBITDA: £3.4 million (up from £1.1 million in FY2024)

- Gross Margin: 64.1% (up from 63.8%)

Performance improvements were driven by several key initiatives, including:

- Significant reductions in cost of goods sold through vertical integration with Freshways.

- £1.2 million reduction in direct operating costs, including logistics, fuel, fleet, and labour.

- £0.8 million reduction in vehicle hire costs.

- Investment in a modernised vehicle fleet, reducing maintenance expenditure and improving operational reliability.

- Continued investment in routing technology, CRM capabilities, and electric fleet optimisation to enhance productivity and customer service.

Ownership and Strategic Transformation

The Freshways acquisition has enabled a comprehensive restructuring of the business's operating model and supply chain, creating a stronger platform for future growth. Key strategic initiatives included:

- Elimination of legacy overheads and management fee structures.

- Transition of milk supply to an integrated in-house sourcing model.

- Reinvestment in technology platforms, vehicle tracking, and operational systems.

- Implementation of lean organisational structures and operational excellence programmes to improve efficiency and accountability.

Turnaround Strategy and Delivery

The transformation programme delivered measurable operational and financial improvements throughout FY2025, including:

- A £2.3 million year-on-year improvement in EBITDA through disciplined cost management and operational optimisation.

- Digitalisation of supply chain and route planning, improving delivery efficiency and asset utilisation.

- Reallocation of expenditure away from legacy corporate overheads towards customer acquisition, service quality, and growth initiatives.

- Strong cash and capital expenditure discipline, preserving liquidity while investing selectively in strategic capabilities.

Outlook

FY2025 established a strong foundation for the next phase of Moreco Group's development. The successful turnaround has restored financial stability, strengthened operational performance, and repositioned the business for sustainable, profitable growth.

Management remains focused on accelerating customer acquisition, driving further operational efficiencies, and leveraging the benefits of vertical integration and continued technology investment. With a stabilised customer base, an improving margin profile, and a scalable operating model, the business is well positioned to build on the progress achieved during FY2025.

The owners are encouraged by the pace of transformation delivered to date and remain confident in the management team's ability to execute the next phase of the strategic plan. As the business continues to invest in growth while maintaining financial discipline, Moreco Group is well placed to deliver sustainable value creation and continued profitability in FY2026 and beyond.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company operates in a highly competitive market, facing competition from both traditional retailers and emerging online grocery delivery services during a very challenging period for the food and grocery industry, with widespread labour and supply chain challenges and high inflation at the beginning of the year.

The primary operational risks of the Company includes environmental, health and safety and IT / power failures. Documented procedures are in place to manage all these risks. Disaster recovery procedures exist in the event of power and IT outages and are implemented when required.

The primary commercial risks include secure sourcing of raw materials, fluctuations in oil price and commodity priced by-products and regulatory compliance. All of these areas are proactively managed to ensure risks are identified and mitigated at the earliest opportunity.

The Company has a small percentage of its business concentrated in a small number of multiple retailers which is reflected in our trade receivables balance. The credit risk associated with this is limited as the customers are either schools or businesses with high credit ratings or the Company has credit insurance in place to mitigate the risk of exposure. Individual customers pay when ordering, in advance of products being delivered, this removes any risk of customers not paying after the delivery of goods.

KEY PERFORMANCE INDICATORS

The Directors monitor the performance of the business both financially and operationally with a comprehensive suite of Key Performance Indicators (KPI) which cover all areas of the business are shared with all staff and customers as appropriate.

Financial: Sales, net profit/(loss), gross margin, capital expenditure and debtor ageing.

Customer: Complaints/million units and service levels.

The directors are of the opinion that analysis using KPI's is not necessary in the report for an understanding of the development, performance, or state of the business.

STATEMENT BY THE DIRECTORS RELATING TO THEIR STATUTORY DUTIES UNDER SECTION 172

The Directors, in line with their duties under s172 of the Companies Act 2006, act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to factors (a) to (e):

a. the likely consequences of any decision in the long term;

b. the interests of the Company's employees;

c. the need to foster the Company's business relationships with suppliers, customers and others;

d. the impact of the Company's operations on the community and the environment, and;

e. the desirability of the Company maintaining a reputation for high standards of business conduct.

Long term consequences of business decisions:

Consideration of long term consequences are an inherent part of the Company's decision making processes. As a privately-owned Company, the Directors consider that the interests of the Company and its ultimate owners are aligned in seeking sustainable value creation over the longer term through the Company's operations, promoting long term strategic decision

Interests of the Company's employees:

The Directors promote a culture of upholding the highest standards of business conduct and regulatory conduct. The Directors ensure these core values are communicated to the Company's employees and embedded in the

Company's policies and procedures, employee induction and training programmes and its risk control and oversight framework.

Identification of, and engagement with, stakeholder groups:

The Directors recognise the importance of maintaining strong relationships with its stakeholders in order to create sustainable long term value, and the Directors encourage active dialogue and transparency with all its stakeholder groups. The Company's key stakeholders are:

- Employees

- Shareholders

- Customers

- Suppliers

- Community and Environment

- Regulators

The views of and the impact of the Company's activities on those stakeholders are an important consideration for the Directors when making relevant decisions. The size and spread of the Company means that stakeholder engagement takes place at an operational and Group level.

Employees - the Directors encourage a culture that embraces difference and seeks to empower people so that they can thrive. Employees are key to the success of our business. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our team's productivity and our individual employees' potential within the business. The in-house Learning and Development team have developed an internal learning management system offering a variety of online courses available to all employees.

We continually invest in employee development and wellbeing to create and encourage an inclusive culture within the organisation. Our employee appraisal programme encourages employee feedback and facilities the opportunity for both employees and managers to set performance goals on an annual basis. The Directors are committed to the health and safety of all our employees and maintains systems and processes to ensure everyone is able to work safely.

Shareholders - we aim to provide clear information to our ultimate shareholders, being honest and transparent as to the performance of the business.

Customers - The Directors believe that the Company's long term sustainability is driven by understanding customer needs and acting in their best interests. We regularly monitor consumer trends, continue to promote the health benefits provided by our products and continue to focus on new product development.

Suppliers - Our suppliers are fundamental to the quality of our products and to ensuring that as a business we meet the high standards of conduct that we set ourselves. We work with a wide range of suppliers both in the UK and the European Union. We remain committed to being fair and transparent in our dealings with all of our suppliers.

Community and the Environment - the Company has a Group Environmental Policy committing us to reducing our environmental impacts, including climate change. There is an environmental management systems certified to BE EN ISO 14001 and the Company measures our carbon footprint and reports on these each period.

Regulators - We work with our regulators in an open and proactive manner to help develop regulations that meet the needs of all our stakeholders. The Directors intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards and good governance expected of a regulated business like ours. In doing so, we believe we will achieve our long-term business strategy and further develop our reputation in our sector. We have an internal legal department to ensure that the Company complies with all legal and regulatory requirements.

STREAMLINED ENERGY AND CARBON REPORTING (SECR)

Reporting period

29th December 2024 to the date of this report.

Total UK energy use for the reporting period was 26,916,894 kWh. Gross Scope 1 emissions were 4,940.264 tCO2e and Scope 2 purchased electricity emissions (location-based) were 1,368.166 tCO2e, giving combined gross Scope 1 and Scope 2 emissions of 6,308.430 tCO2e. The data is obtained from all the Company's energy sources and is calculated using the GHG Reporting Protocol - Corporate Standard and latest UK Government Conversion Factors.

Energy and Carbon calculations

Scope 1

2025

2024

Emissions Type

kWh

Tonnes CO2e

kWh

Tonnes CO2e

Gas consumption

519,546

95.06

274,789

50.26

Oil / kerosene consumption

36,711

9.54

28,184

7.56

Owned Transport Class III

18,630,887

4,835.67

14,908,909

3,563.53

Total

19,187,144

4,940.26

15,211,882

3,621.34

Scope 2

2025

2024

Emissions Type

kWh

Tonnes CO2e

kWh

Tonnes CO2e

Purchased electricity

7,729,750

1,368.17

12,295,727

2,545.83

Total

7,729,750

1,368.17

12,295,727

2,545.83

2025

2024

Tonnes CO2e

Tonnes CO2e

Total Emissions

6,308.43

6,167.17

Intensity ratio

Turnover (£)

£121,423,890

£121,973,168

Total Tonnes CO2e

6,308.43

6,167.17

Intensity ratio (Tonnes CO2e per £1 Turnover)

0.00005

0.00005

Intensity ratio (Tonnes CO2e per Employee)

6.01

6.19

This is the third year of SECR reporting for Moreco Group Limited.

Quantification and Reporting Methodology

The methodology used in this report is The GHG Protocol Corporate Accounting and Reporting Standard combined with 2013 UK Government Environmental Reporting Guidelines (updated March 2019). We have used the Greenhouse gas reporting: conversion factors 2025 for the conversion of the usage data.

The energy efficiency narrative methodology has been created based on energy management best practice.

SUSTAINABILITY

Moreco Group Limited is committed to operating responsibly and reducing the environmental impact of its activities. Milk & More supports a circular-economy model through its doorstep delivery and return-logistics network.

Reusable glass milk bottles are collected, washed and reused an average of 28 times, helping to avoid an estimated 1,600 tonnes of single-use plastic packaging each year. Milk & More has also expanded the range of products available in reusable and lower-waste packaging formats.

During the period:

1. 80% of Milk & More products were sold in zero-waste packaging formats.

2. 97% of Milk & More's sales volume was supplied in packaging that was reusable, recyclable or compostable.

3. Milk & More operated more than 500 electric vehicles. The electric fleet travelled approximately 10 million miles during the reporting period, equivalent to around 400 journeys around the world, and avoided an estimated 4,335 tonnes of CO2e.

ON BEHALF OF THE BOARD:

V H Shah - Director

24th August 2026

The directors present their report with the financial statements of the company for the period 29th December 2024 to 3rd January 2026.

PRINCIPAL ACTIVITY

The principal activity of the Company is the provision of a curated selection of sustainable, refill focused products, delivered to customer doorsteps by 7am in the morning. The range they offer covers milk, milk alternatives and a variety of other grocery and home products. The mission is to provide UK consumers convenience coupled with eco-friendly options for regular, recurring orders as well as one-off top-up orders.

The concept of regular deliveries on localised, optimised routes helps drive down both food waste and unnecessary food miles, and is delivered via our own vehicles including a fleet of electric vehicles.

DIVIDENDS

No dividends will be distributed for the period ended 3rd January 2026.

FUTURE DEVELOPMENTS

The Company is continuing the development of the milestones outlined in the Review of the Business in the Strategic Report (page 2).

DIRECTORS

The directors shown below have held office during the whole of the period from 29th December 2024 to the date of this report.

R S Nijjar

A Hussain

B S Nijjar

V H Shah

POLITICAL DONATIONS AND EXPENDITURE

11/07/2025 - The Mental Health - £2,500

RISK MANAGEMENT

The credit risk is managed internally and via an external insurance provider.

GENERAL INFORMATION

Moreco Group Limited is a Company incorporated in the United Kingdom on 29 July 2021.

During the year, the Directors considered the ultimate controlling parties of the Company to be Mr A Hussain and Mr R S Nijjar.

During the year, the Directors considered the ultimate controlling Company to be Moreco Holdco Limited, whose principal place of business is Second Floor Park View, Riverside Way, Camberley, GU15 3YL

GOING CONCERN

The Directors have conducted a comprehensive review of the Company's financial position and its ability to continue as a going concern, in accordance with the principles set out in UK GAAP (FRS 102, Section 3.8). This assessment has considered the Company's operations, cash flows, liquidity, and broader financial arrangements within the context of the business environment in which it operates.

The Company has moved to sourcing its milk directly, supported by the parent company's logistics network, enhancing both cost-effectiveness and supply chain reliability.

- Management and administrative overhaul - achieved cost savings through the reduction of previous Parent management charges, a head office restructure, and the optimisation of the Company call centre operations through relocation.

- Operational efficiencies - focused on the removal of non-value-added activities and overheads, alongside a strategic reduction in intensive capital expenditure, to streamline operations and improve financial performance.

The Directors are confident that these measures have positioned the Company on a path to profitability in the second half of FY26 and ensure its long-term success. The positive impacts of these initiatives have already begun to materialize, with improved operational efficiencies and reduced costs contributing to the financial stability of the Company.

Furthermore, in assessing the Company's ability to continue as a going concern, the Directors have prepared cash flow forecasts for a period of not less than twelve months from the date of signing these accounts. These forecasts take into account the Company's current financial position, the expected impact of the strategic measures implemented, and the continued support from our parent company. Based on these forecasts and current financial indicators, the Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis, reflecting the Directors' belief that the Company will continue to meet its liabilities as they fall due.

On this basis, the Directors of the Company believe it is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.

DISABLED PERSON

The company is committed to promoting equal opportunities in all aspects of employment, including recruitment, pay and conditions, training, appraisal, promotion, conduct at work, disciplinary and grievance procedures and termination of employment. We commit to ensuring employees are not discriminated for reason relating to their disability.

We will take reasonable steps to ensure:

- Recruitment processes and terms of employment do not discriminate for reasons related to disability;

- Opportunities offered for promotion, transfer, training or other benefits are the same for all employees;

- A disabled person is not put at a disadvantage because of their disability and all reasonable adjustments are reviewed.

Where an employee becomes disabled whilst employed by the Company, arrangements are made, wherever possible, for re-training in order to perform a job identified as appropriate to the aptitudes and abilities of the individual concerned. Involvement in the performance of the Company is encouraged by means of incentive schemes linked to the performance of the Company on a number of measures. The Company places considerable value on the involvement of its employees and keeps them informed on matters affecting them as employees and on the various factors affecting the performance of the business. Communication is made via regular meetings with senior management, notice boards and the Company intranet.

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, HW Bedford Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

V H Shah - Director

24th August 2026

Qualified opinion

We have audited the financial statements of Moreco Group Limited (the 'company') for the period ended 3rd January 2026 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the Basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the company’s affairs as at 3 January 2026 and of the company's financial performance for the year then ended;

- have been properly prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRSs); and

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

Basis for qualified opinion

In the prior year, the Company transitioned from a legacy accounting system to a new system which was completed in the year under review, with limited access to the former. A limitation of scope arose during the prior year which resulted in limited audit evidence available regarding revenue and journals for the period before the transition. Despite the above limitations, we found no material uncertainty that would cast significant doubt on the Company's ability to continue as a going concern for at least the next 12 months.

The opening balances of retained earnings include transactions from the prior period for which a limitation of scope was evident. As a result, we were unable to determine whether adjustment were necessary to correct these balances. Consequently, we were unable to verify the impact of these balances brought forward on the financial position for the current period under review.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a Basis for our qualified opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.

Key audit matters

Except for the matters described in the Basis for qualified opinion section, we have determined that there are no key audit matters to be communicated in our report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the Basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the opening balances of retained earnings. We have concluded that where the other information refers to such opening balances, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the Basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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 ten, 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. 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:

- Identifying and assessing the controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgments made by management in its significant accounting estimates and judgments pertaining to the assessment and evaluation of potential fixed asset impairment indicators, fixed asset dilapidation estimates and deferred tax recognition;

- Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and

- Assessing the extent of compliance with the relevant laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

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.

Alberto Di Lorenzo FCA (Senior Statutory Auditor)

for and on behalf of HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

24th August 2026

TURNOVER

5

121,423,890

121,973,168

Cost of sales

43,536,617

44,100,067

GROSS PROFIT

77,887,273

77,873,101

Distribution costs

2,755,014

3,947,780

Administrative expenses

77,858,986

79,209,177

80,614,000

83,156,957

OPERATING LOSS

7

(2,726,727

)

(5,283,856

)

Interest receivable and similar income

70,477

283

(2,656,250

)

(5,283,573

)

Interest payable and similar expenses

9

1,052,207

897,569

LOSS BEFORE TAXATION

(3,708,457

)

(6,181,142

)

Tax on loss

10

(284,160

)

1,911,415

LOSS FOR THE FINANCIAL PERIOD

(3,424,297

)

(8,092,557

)

OTHER COMPREHENSIVE INCOME

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(3,424,297

)

Prior year adjustment

(2,402,710

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(10,495,267

)

FIXED ASSETS

Intangible assets

11

3,263,415

2,812,445

Tangible assets

12

11,421,792

12,535,311

Investments

13

16,630,001

16,630,001

31,315,208

31,977,757

CURRENT ASSETS

Stocks

14

798,255

591,327

Debtors

15

5,802,396

4,915,480

Cash at bank

926,460

992,270

7,527,111

6,499,077

CREDITORS

Amounts falling due within one year

16

13,698,659

17,659,072

NET CURRENT LIABILITIES

(6,171,548

)

(11,159,995

)

TOTAL ASSETS LESS CURRENT LIABILITIES

25,143,660

20,817,762

CREDITORS

Amounts falling due after more than one year

17

(9,229,831

)

(1,661,334

)

PROVISIONS FOR LIABILITIES

21

(3,719,570

)

(3,537,872

)

NET ASSETS

12,194,259

15,618,556

CAPITAL AND RESERVES

Called up share capital

22

50,630,640

50,630,640

Share premium

23

3,567,998

3,567,998

Other reserves

23

16,630,001

16,630,001

Retained earnings

23

(58,634,380

)

(55,210,083

)

SHAREHOLDERS' FUNDS

12,194,259

15,618,556

The financial statements were approved by the Board of Directors and authorised for issue on 24th August 2026 and were signed on its behalf by:

V H Shah - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1st January 2024

50,630,640

(44,714,816

)

3,567,998

16,630,001

26,113,823

Prior year adjustment

-

(2,402,710

)

-

-

(2,402,710

)

As restated

50,630,640

(47,117,526

)

3,567,998

16,630,001

23,711,113

Changes in equity

Total comprehensive income

-

(8,092,557

)

-

-

(8,092,557

)

Balance at 28th December 2024

50,630,640

(55,210,083

)

3,567,998

16,630,001

15,618,556

Changes in equity

Total comprehensive income

-

(3,424,297

)

-

-

(3,424,297

)

Balance at 3rd January 2026

50,630,640

(58,634,380

)

3,567,998

16,630,001

12,194,259

1.	STATUTORY INFORMATION

Moreco 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.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The company has further taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

* the requirements of Section 7 Statement of Cash Flows;

* the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; and

* the requirement of paragraph 33.7.

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.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for the sale of goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Revenue is recognised when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the company retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; (d) it is probably that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the company's sales channels have been met, as described below. Sale of goods are recognised on sale to the customer, which it considered the point of delivery. Payment is collected for Residential customers in advance of goods being delivered.

Intangible assets

Intangible assets are stated at historical cost less amortisation. Amortisation is provided at rates calculated to write off the cost less residual value of each asset on the following basis:

Software

20% straight line

Customer List

10% to 20% straight line

Where factors, such as technological advancement or changes in market price indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances.

Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation. Historical cost includes the original purchase price and expenditure 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.

The company adds to the carrying amount of any item of tangible fixed assets the cost of replacing parts of such an item when the cost is incurred if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the period in which they are incurred. Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use.

Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on the following basis:

Land

not depreciated

Freehold property

up to 50 years straight line

Plant and machinery

20% straight line

Fixtures, fittings and equipment

20% straight line

Motor vehicles

12.5% straight line

Assets under construction

not depreciated

The assets residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period, the effect of any change is accounted for prospectively.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised. Cost is determined on the average cost method. Costs comprises bought in goods and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Provision is made for obsolete, slow moving or defective items where necessary. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its estimated selling price less cost to complete and sell; the impairment loss is recognised immediately in the income statement.

Taxation

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

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probably that future taxable profits will be available against which the temporary difference can be utilised.

Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Foreign currency translation

Transactions denominated in foreign currencies are translated at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the statement of financial position date. All differences are taken to the statement of comprehensive income.

Pension costs and other post-retirement benefits

The company contributes to the personal pension schemes of certain employees. These are defined contribution pension schemes held in a separate entity and the company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior period. Pension costs are charged to the income statement as incurred.

Share capital

Ordinary shares are classified as equity.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. Cash in transit is treated as cash and cash equivalent on transaction date.

Hire purchase and leasing commitments

The classification of such leases as operating or finance leases requires the company to determine, based on the evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the leases requires an asset and liability to be recognised in the statement of financial position. Rentals payable under operating leases are charged against income on a straight line basis over the lease term.

Provisions

Provisions are recognised when the Company has a present obligation (whether legal or constructive) arising from a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

The amount recognised as a provision represents the best estimate of the expenditure required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where the provision is measured using estimated future cash flows, the carrying amount represents the present value of those cash flows when the effect of the time value of money is material.

Trade receivables

Trade receivables are recognised initially at the transaction price. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade payables

Trade payables are recognised at the transaction price and subsequently measured at amortised cost using the effective interest method.