The directors of the company have elected not to include a copy of the income statement within the financial statements.true

For the financial period ended 31 December 2025 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Russell Burgess Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Glebe House, Church Walk, Upton, Peterborough, PE6 7BD.

The accounts cover the period from incorporation on 28 February 2025 to 31 December 2025.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The company has not traded during the period. During this time, the company received no income and incurred no expenditure and therefore no Profit and loss account is presented in these financial statements.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The average monthly number of persons (including directors) employed by the company during the period was:

The company acquired the entire share capital of Russell Burgess Limited on 29 July 2025 by way of a share-for-share exchange. This transaction qualified for merger relief under s612 of CA 2006 and consequently the cost of investment has been recognised at the nominal value of the shares issued, which was £19,879.

A direct subsidiary of Russell Burgess Limited, Burgess Farms Limited, was transferred to Russell Burgess Holdings Limited by dividend in specie, on 30 July 2025. This transaction has been accounted for at the book value of the investment held in Russell Burgess Limited, which was £5,435,130.

On 20 August 2025, Burgess Farms Limited was transferred to a company under common control with Russell Burgess Holdings Limited, by way of a capital reduction demerger.

A shares have one vote per share, right to participate in dividends and right to return of capital.

B shares have one vote per share, right to participate in dividends and right to return of capital relating to all assets other than profits and capital or proceeds derived from or relating to Lynchwood Investments LLP.

C and D shares have no voting rights, no dividend rights nor the right to participate in a distribution, return of capital or proceeds of sale unless certain criteria are met, then there is right to a set percentage as set in the articles of association.

The company was incorporated on 28 February 2025 with share capital of £1 consisting of one Ordinary share. On 29 July 2025, this was subdivided into ten Ordinary shares of £0.10 each, and redesignated into Ordinary A shares of £0.10.

On 29 July 2025, the following shares were issued as consideration for the acquisition of Russell Burgess Holdings Limited, as part of a share-for-share exchange:

i. 173,930 Ordinary A Shares of £0.10 each;

ii. 24,849 Ordinary B Shares of £0.10 each;

iii. 1 C Share of £0.05 each;

iv. 3 D Shares of £0.05 each;

v. 1 E Share of £0.05 each; and

vi. 3 F Shares of £0.05 each.

On 4 August 2025, 147,745 Ordinary A Shares were redesignated into 147,745 G Shares of £0.10 each, and 21,794 Ordinary B Shares were redesignated into 21,794 G Shares of £0.10 each.

On 20 August 2025, the Company undertook a capital reduction demerger. The issued share capital of the Company was reduced from £19,879.30 to £2,925.20 by cancelling and extinguishing 1 E Share of £0.05 each, 3 F Shares of £0.05 each, and 169,539 G Shares of £0.10 each (comprising all of the issued E Shares, F Shares and G Shares). The repayment of the amount by which the share capital was reduced was satisfied by Produce World Holdings Limited issuing new shares to the holders of the E Shares, F Shares and G Shares (in the same proportions as they held such shares in the RBHL and carrying identical rights), in consideration for the Company transferring to Produce World Holdings Limited all its beneficial interest in the entire issued share capital of its subsidiary Burgess Farms Limited.

The capital reduction reserve arose on the capital reduction demerger which transferred the company's shareholding in Burgess Farms Limited by way of a cancellation of shares in this company and corresponding issue of shares in the receiving company.

The group reorganisation reserve was created on the receipt of a dividend in specie of the entire shareholding of Burgess Farms Limited from the company's subsidiary Russell Burgess Limited. The transaction was recorded at book value and was credited to a group reorganisation reserve as the distribution is unrealised.