REGISTERED NUMBER: 13613380 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST DECEMBER 2025

FOR

BEACON FOODS HOLDINGS LIMITED

Page

Company information

1

Group strategic report

2

Report of the director

5

Report of the independent auditors

7

Consolidated income statement

11

Consolidated other comprehensive income

12

Consolidated balance sheet

13

Company balance sheet

15

Consolidated statement of changes in equity

16

Company statement of changes in equity

17

Consolidated cash flow statement

18

Notes to the consolidated cash flow statement

19

Notes to the consolidated financial statements

21

Director:

E T Gough

Registered office:

Unit 2 Brecon Enterprise Park

Warren Road

Brecon

Powys

LD3 8BT

Registered number:

13613380 (England and Wales)

The director presents his strategic report of the company and the group for the year ended 31st December 2025.

The principle activity of the Group is that of the manufacturing of ingredients for the food industry.

Review of business

The Group acquired further shares in Beacon Foods Limited on 25th March 2025, changing the investment from an associate to a subsidiary and has been consolidated accordingly.

The directors are pleased with the Group's first consolidated results, with sales of £19.8m, gross profit at £9.3m and 47% margin and operating profit came in at £1.8m. Strategic investment in factory infrastructure and equipment has enhanced operational efficiency and created significant additional capacity. This positions the company well to support future growth without the need for major further capital expenditure.

The recent investment in manufacturing facilities is proving highly effective. Increased production capacity, combined with largely fixed overheads, is driving improved economies of scale. As volumes grow, the cost base remains stable, enabling continued margin expansion.

The upgraded facility now offers:

- Increased production capacity

- Greater flexibility in product and packaging formats

- Enhanced efficiency through modern, well-controlled processes

- Compliance with high-quality standards, including BRC AA certification

This strong operational foundation provides confidence that the Group can accommodate future demand without significant additional investment.

The working capital cycle was uneventful with no significant movement in stock/debtors/creditors.

Cash generation during the year was still strong, allowing heavy investment in fixed assets. Total spending on fixed assets was £1.2m, funded from reserves.

Principal risks and uncertainties

The key business risks and uncertainties affecting the Group are considered to relate to:

- Global increase in energy costs

- Market conditions in the United Kingdom

- Competition from European imports

The Group aims to mitigate these risks by establishing a compelling value proposition within its market, building on:

- High-quality, consistently reliable products

- Minimal allergen handling and UPF-free offerings

- Customer-friendly service model

- Low minimum order quantities

- Efficient and modern production capabilities

These attributes differentiate the business and resonate strongly with customers, contributing to both customer retention and acquisition.

The directors continually monitor the state of the market segments that affect the business and evolves the business strategy as required.

Key performance indicators

The Group utilises a range of measures to assess its performance on the most appropriate time basis. These range from financial measures across the Group as a whole to operational measures within individual departments.

Development and performance

The first half of 2026 has been strong in terms of both sales and margin. Investment in capacity is now paying off and we are seeing the benefit of increasing volumes on a predominately fixed overhead.

Several factors are supporting ongoing growth:

- Expansion of the customer base

- Increased number of SKUs per customer

- Strong performance from New Product Development (NPD) teams

- Rising demand for clean-label and functional ingredients

The combination of these drivers supports the expectation of continued sales growth and margin improvement.

Given the stability of overheads and the absence of anticipated major capital expenditure, the Group is well-positioned to benefit from operating leverage. As sales increase, profitability is expected to improve further. Management is confident that:

- Sales growth trends will continue

- Margins will strengthen over time

- Overhead costs will remain broadly stable

The Group will continue to prioritise B2B markets, where it has demonstrated strong performance and established expertise. This segment aligns well with the company's operational model and value proposition.

Ongoing investment in NPD will remain a key priority, ensuring the Group continues to meet evolving customer needs and capitalise on demand for innovative, clean-label ingredients.

Maximising utilisation of existing factory capacity will be critical to driving further efficiency gains and margin expansion.

The Group is in a strong strategic position, supported by successful investment, efficient operations, and a differentiated offering. With stable overheads and increasing demand, the Group is well-placed to continue its trajectory of profitable growth.

Future success will depend on maintaining operational excellence, leveraging existing capacity, and selectively exploring new market opportunities such as QSR and food service.

On behalf of the board:

E T Gough - Director

11th September 2026

The director presents his report with the financial statements of the company and the group for the year ended 31st December 2025.

Dividends

The total distribution of dividends for the year ended 31st December 2025 will be £ 1,000 .

The directors recommend that no further dividend is paid and the remainder be transferred to reserves.

Research and development

The group invests heavily in research and development in order to continue to produce new and exciting products.

Future developments

The directors expect continued improvement in the level of activity and operational profits for the forthcoming year ending 31st December 2026. No changes in the operational activities are expected in the foreseeable future.

Director

E T Gough held office during the whole of the period from 1st January 2025 to the date of this report.

Financial instruments

The group enters into no complex financial instruments.

Statement of director's responsibilities

The director is responsible for preparing the Group strategic report, the Report of the director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he 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 group's auditors are aware of that information.

Auditors

The auditors, Chris Duckett (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

E T Gough - Director

11th September 2026

Opinion

We have audited the financial statements of Beacon Foods Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated cash flow statement and Notes to the consolidated 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 group's and of the parent company affairs as at 31st December 2025 and of the group's 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 group 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 director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group strategic report and the Report of the director, but does not include the financial statements and our Report of the auditors thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group strategic report and the Report of the director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group strategic report and the Report of the director 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Report of the director.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of director

As explained more fully in the Statement of director's responsibilities set out on page five, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the food industry and supply sector;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

-

understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Chris Duckett (Senior Statutory Auditor)

for and on behalf of Chris Duckett (Audit) Limited

Chartered Accountants & Statutory Auditors

Network House

Thorn Office Centre

Rotherwas

Hereford

HR2 6JT

11th September 2026

Turnover

19,802,404

-

Cost of sales

10,495,631

-

Gross profit

9,306,773

-

Administrative expenses

7,555,855

-

Operating profit

4

1,750,918

-

Bargain purchase gain

5

495,629

-

Gain on remeasurement of associate

5

2,655,677

-

4,902,224

-

Interest in associate

undertakings to 25.03.25

135,285

376,676

Interest receivable and similar income

146

-

135,431

376,676

5,037,655

376,676

Interest payable and similar expenses

6

62,526

-

Profit before taxation

4,975,129

376,676

Tax on profit

7

446,873

-

Profit for the financial year

4,528,256

376,676

Profit attributable to:

Owners of the parent

4,007,307

376,676

Non-controlling interests

520,949

-

4,528,256

376,676

Profit for the year

4,528,256

376,676

Other comprehensive income

-

-

Total comprehensive income for the year

4,528,256

376,676

Total comprehensive income attributable to:

Owners of the parent

4,007,307

376,676

Non-controlling interests

520,949

-

4,528,256

376,676

Fixed assets

Intangible assets

10

-

-

Tangible assets

11

8,954,532

-

Investments

12

Interest in associate

-

380,276

8,954,532

380,276

Current assets

Stocks

13

1,497,597

-

Debtors

14

5,311,449

-

Cash at bank and in hand

425,422

10

7,234,468

10

Creditors

Amounts falling due within one year

15

4,213,867

-

Net current assets

3,020,601

10

Total assets less current liabilities

11,975,133

380,286

Creditors

Amounts falling due after more than one year

16

(2,080,420

)

-

Provisions for liabilities

20

(1,004,000

)

-

Net assets

8,890,713

380,286

Capital and reserves

Called up share capital

21

5,943

3,610

Acquisition reserve

22

2,081,199

-

Retained earnings

22

4,382,983

376,676

Shareholders' funds

6,470,125

380,286

Non-controlling interests

2,420,588

-

Total equity

8,890,713

380,286

The financial statements were approved by the director and authorised for issue on 11th September 2026 and were signed by:

E T Gough - Director

Fixed assets

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

1,006,408

3,600

1,006,408

3,600

Current assets

Debtors

14

18,829

-

Cash in hand

10

10

18,839

10

Creditors

Amounts falling due within one year

15

704,425

-

Net current (liabilities)/assets

(685,586

)

10

Total assets less current liabilities

320,822

3,610

Capital and reserves

Called up share capital

21

5,943

3,610

Retained earnings

22

314,879

-

Shareholders' funds

320,822

3,610

Company's profit for the financial year

314,879

-

The financial statements were approved by the director and authorised for issue on 11th September 2026 and were signed by:

E T Gough - Director

Called up

share

Retained

Acquisition

capital

earnings

reserve

£

£

£

Balance at 1st January 2024

3,610

-

-

Changes in equity

Total comprehensive income

-

376,676

-

Balance at 31st December 2024

3,610

376,676

-

Changes in equity

Issue of share capital

2,333

-

-

Dividends

-

(1,000

)

-

Total comprehensive income

-

4,007,307

2,081,199

5,943

4,382,983

2,081,199

Acquisition of non-controlling interest

-

-

-

Non-controlling interest arising on business combination

-

-

-

Balance at 31st December 2025

5,943

4,382,983

2,081,199

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1st January 2024

3,610

-

3,610

Changes in equity

Total comprehensive income

376,676

-

376,676

Balance at 31st December 2024

380,286

-

380,286

Changes in equity

Issue of share capital

2,333

-

2,333

Dividends

(1,000

)

-

(1,000

)

Total comprehensive income

6,088,506

520,949

6,609,455

6,470,125

520,949

6,991,074

Acquisition of non-controlling interest

-

4,137,927

4,137,927

Non-controlling interest arising on business combination

-

(2,238,288

)

(2,238,288

)

Balance at 31st December 2025

6,470,125

2,420,588

8,890,713

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

3,610

-

3,610

Changes in equity

Balance at 31st December 2024

3,610

-

3,610

Changes in equity

Issue of share capital

2,333

-

2,333

Total comprehensive income

-

314,879

314,879

Balance at 31st December 2025

5,943

314,879

320,822

Cash flows from operating activities

Cash generated from operations

1

1,243,005

-

Interest paid

(62,526

)

-

Net cash from operating activities

1,180,479

-

Cash flows from investing activities

Purchase of tangible fixed assets

(605,878

)

-

Purchase of fixed asset investments

(300,000

)

-

Sale of tangible fixed assets

164,659

-

Bank acquired from subsidiary

361,823

-

Interest received

146

-

Net cash from investing activities

(379,250

)

-

Cash flows from financing activities

Loan repayments in year

(111,705

)

-

Amount withdrawn by directors

(265,445

)

-

Share issue

2,333

-

Equity dividends paid

(1,000

)

-

Net cash from financing activities

(375,817

)

-

Increase in cash and cash equivalents

425,412

-

Cash and cash equivalents at beginning of year

2

10

10

Cash and cash equivalents at end of year

2

425,422

10

1.	Reconciliation of profit before taxation to cash generated from operations

31.12.25

31.12.24

£

£

Profit before taxation

4,975,129

376,676

Depreciation charges

1,025,355

-

Loss on disposal of fixed assets

86,542

-

Exceptional items

(3,151,306

)

-

Finance costs

62,526

-

Finance income

(135,431

)

(376,676

)

2,862,815

-

Increase in stocks

(362,094

)

-

Increase in trade and other debtors

(477,557

)

-

Decrease in trade and other creditors

(780,159

)

-

Cash generated from operations

1,243,005

-

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 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

425,422

10

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

10

10