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

The company has made a pre-tax profit of £3,764,275, which is a strong performance in a turbulent year of poor supply and rapidly varying prices. Shareholder funds are just over £14.5m, representing a continued strong position for the business.

Turnover has increased by 23.9% on 2024 as higher prices drove our revenue to over £88 million. However, gross margin decreased closer to 2023 levels at 10.1%, driven by rapidly rising commodity prices and product shortages, although this is still above our average. Volume was slightly down, similarly driven by shortages but also the demand destruction that higher prices bring.

Extreme weather conditions such as the El Nino drought continued to cause crop and yield reductions in many of our product areas and hard frosts in Turkey effectively wiped out the apricot harvest. By the end of 2025, most markets were returning to some form of normality with improving availability and prices returning to more sensible levels.

2025 was a year of dollar weakness which assisted in maintaining margin and the year ended with a small currency gain.

The business employs KPI’s for the management of the business on a month by month and year to date basis. This assists the directors and shareholders by providing an up-to-date view of the business.

There continues to be strong competition in the market place but we will continue to maintain our market share by differentiating from competitors on the quality of the products that we sell, and the service that we and our business partners offer, whilst continuing to look for new markets and to introduce new products within our portfolio.

In the short term, the softening of demand from customers in all of our key markets adds to the general uncertainty in the economy. We maintain tight control of our key metrics while ensuring our service is maintained.

The products are part of the global commodity market place. As a consequence margin and pricing is dictated as much by events in the global market place and by currency fluctuations between Sterling and US Dollar as by local market conditions.

We are intending to grow the business without compromising our high product quality and service standards.

We continue to look for new complimentary products to add to our existing ranges.

We continue to invest in our people and in technology.

We continue to work closely with our suppliers and supply chain partners to reinforce our core service to our customers.

The most important focus remains our customers and their needs and requirements.

In this way the directors are confident that despite the expected increase in competitor pressure and the short term downturn in demand for all of our products, continued profitable growth can be achieved in future years.

The directors of First Grade International Limited and those of all UK companies must act in accordance with a set of general duties which are detailed in the UK's Companies Act. The directors fulfil their duties partly through a governance framework and delegate day to day decision making to the management team. The directors recognise that such delegation needs to be much more than financial authority. The company's governance structure also covers the values and behaviours expected of the company's employees, the need to foster good business relationships and how the directors look to ensure that the company has a robust system of control. Details of the company's commitment to foster good business relationships and its employment policy are included in the Report of the Directors.

On behalf of the board

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

The principal activity of the company continued to be the importation and distribution of coconut, pineapple, dried fruit and chocolate products.

The total distribution of dividends for the year ended 31 December 2025 will be £500,000.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company is funded by way of external banking arrangements. As the company sells goods to and purchases goods from overseas it is exposed to foreign exchange risk. The net exposure of each currency is monitored and managed by the use of forward foreign exchange contracts. The buying and selling rates are the same so the exchange gain on the forward exchange contract offsets the exchange loss on the commitment to buy at the balance sheet date. There are no other material exposures of the company relating to price risk, credit risk, liquidity risk and cash flow risk which are material for the assessment of the assets, liabilities, financial position and profit of the company.

The directors of the company, who are also its shareholders, delegate day to day management and decision making to the management team. The directors maintain an oversight of the company's performance and ensure that management are acting in accordance with the strategy and plans agreed by them.

The company's greenhouse gas (GHG) emissions and energy consumption for the year ended 31 December 2025 was as follows:

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per KG, the recommended ratio for the sector.

The company occupies a modern building which is already energy efficient. Further energy efficiencies are to be investigated in the foreseeable future such as the installation of solar power which will not only be beneficial to the environment but should also result in the reduction of operating costs.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The company is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Particular attention is given to the training, career development and promotion of all employees with a view to encouraging them to play an active role in the development of the company. This is in line with our company policies.

All staff are encouraged to think of alternative solutions to problems and achieve excellence.

The company is committed to developing and maintaining strong business relationships with suppliers, customers and others. The company's suppliers are market leaders in their field who work with the company to continuously improve standards within the food industry. First Grade International Limited is an active member of SEDEX, the leading organisation for companies committed to sourcing responsibly and improving conditions for all parties within the supply chain, and all suppliers are encouraged to register as members of this organisation before supplier approval. The company regards slavery, forced labour and human trafficking as fundamentally unacceptable within its business. Our modern slavery policy, which can be found on our website at www.fg-int.co.uk, is updated annually and explains the activities the company has undertaken to demonstrate our commitment to the elimination of this risk.

The directors are responsible for preparing the annual report 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

We have audited the financial statements of First Grade International Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 Auditor's 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 our 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.

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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We identify and assess risks of material misstatement of the financial statements, whether due to fraud and error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we have identified having reviewed the company's procedures for complying with laws and regulations and whether they were aware of any instances of non-compliance. The key laws and regulations we considered in this context included the Companies Act 2006.

Our audit procedures in relation to fraud included but were not limited to:

- reviewing balance sheet control accounts to ensure properly reconciled;

- addressing the risks of fraud through management override of controls by performing journal entry testing;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring with management concerning actual and potential litigation claims.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

First Grade International Limited is a private company limited by shares incorporated in England and Wales. The registered office is Coconut House Tay Court, Isidore Road, Bromsgrove Enterprise Park, Bromsgrove, Worcestershire,, United Kingdom, B60 3FQ.

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.

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.

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goodshas been transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is based on the cost of purchase on a first in, first out basis. Net realisable value is based on estimated selling price less additional costs to completion and disposal.

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from banks and other third parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and othermaccounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors or creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in the case of an outright short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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.

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

The financial statements are presented in Sterling (£) being the currency of the primary economic environment in which the entity operates.

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at thedate of transaction. Exchange differences are recognised in the Income Statement in the period in which they arise.

Research and development

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

Short-term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded attransaction price. Any losses arising from impairment are recognised in the income statement in other operating expenses.

Rental income

Rents receivable from the rental of the company's investment property are accounted for when due according to the terms of the lease.

The preparation of the financial statements in conformity with generally accepted accounting principles requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the directors believe that there are no critical accounting policies where judgements or estimations are necessarily applied in the financial statements.

The turnover and profit before taxation are attributable to the one principal activity of the company.

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

Their aggregate remuneration comprised:

In 2021 and 2022 the company invested in plant and machinery to increase the production of Cheese, yogurts and milks at a suppliers production facility. Following changes within the supplier organisation the production project was cancelled which has resulted in the plant and equipment becoming obsolete. As the equipment is for a niche market a provision has been made against the cost of the plant and equipment and any realisation from the disposal of the equipment will be accounted for on a receipts basis.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Included in cost of land and buildings is freehold land of £7,016 (2023 - £7,016) which is not depreciated.

The investment property is stated at cost and, in the opinion of the directors, the fair value of the investment property at the balance sheet date is not materially different from its cost.

Included in other creditors is £10,118,930 (2024 - £4,786,075) due to Lloyds Bank Commercial Finance Limited which is secured by a debenture.

The following secured debts are included within creditors:

Bank loans £195,000 (2024: £455,000)

Other creditors £10,118,930 (2024: £4,786,075)

The bank loan is secured over the company's freehold property. Interest is payable at 3% above the bank base rate.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The company operates a defined contribution pension scheme in respect of its employees. The scheme and its assets are held by independent managers. The pension charge represents contributions due from the company and amounted to £377,416 (2024 - £277,221).

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

During the year the company entered into the following transactions with related parties:

Other creditors includes amounts owed to the directors of £1,753,741 (2024 £1,074,058).

The controlling party is Madam BG Tay.