REGISTERED NUMBER: 02570946 (England and Wales)

Strategic Report, Director's Report and

Financial Statements for the Year Ended 31 December 2025

for

Comarket Fruit (Uk) Ltd.

Page

Company Information

1

Strategic Report

2

Director's Report

4

Independent Auditors' Report

6

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Statement of Cash Flows

14

Notes to the Financial Statements

15

DIRECTOR:

S Difrancesco

REGISTERED OFFICE:

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

REGISTERED NUMBER:

02570946 (England and Wales)

AUDITORS:

Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

The director presents his strategic report for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES

During the year under review the company's principal activity was that of the wholesale of fresh produce. There has not been any significant changes in the company's principal activities in the year under review. The directors are not aware, at the date of this report, of any likely changes to the company's activities in the next year.

REVIEW OF THE BUSINESS AND KEY PERFORMANCE INDICATORS

The company continues to set itself the goal to provide a high quality service and product to its customers.

The key performance indicators of the company are those that communicate the financial performance and strength of the company as a whole and these include turnover, gross profit margins and profits before tax.

The business improved both revenue and profitability in 2025 when compared to 2024, £63.3m from £55.8m and £1.9m from £1.5m.

The business also improved gross profit margins in 2025 compared to 2024, 5.0% from 4.8%.

In a highly competitive industry, the directors foresee continued growth and are confident that the business can continue to adapt to market trends.

The directors are satisfied with the results and performance of the company during the year ended 31 December 2025.

FINANCIAL RISK MANAGEMENT

The company's principal financial instruments comprise of bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the company's operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest if required.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. This includes the monitoring of foreign currencies in order to minimise the company's exposure to exchange fluctuations.

ON BEHALF OF THE BOARD:

S Difrancesco - Director

21 September 2026

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

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of £13,500 per share.

The total distribution of dividends for the year ended 31 December 2025 will be £ 1,350,000 .

DIRECTORS

S Difrancesco has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

J I Thompson - resigned 4 September 2025

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Director's Report 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Thickbroom Coventry, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S Difrancesco - Director

21 September 2026

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 Strategic Report and the Director's Report, but does not include the financial statements and our Auditors' Report 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 Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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 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 four, 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 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 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 an Auditors' 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 obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which the operate. We determined that the following laws and regulations were most significant; the Companies Act 2006 and UK corporate taxation laws.

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of board minutes and papers provided by those charged with governance.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team include:

- identifying and assessing the design effectiveness of 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 judgements made by management in its significant accounting estimates;

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

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

We have reviewed the financial statements and considered whether they are consistent with our understanding of the entity or indicate a previously unrecognised risk of material misstatement that could be due to fraud.

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 Auditors' 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 Auditors' 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.

Iain McMurray BSc(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

21 September 2026

TURNOVER

3

63,335,154

55,811,520

Cost of sales

(60,163,329

)

(53,138,932

)

GROSS PROFIT

3,171,825

2,672,588

Administrative expenses

(1,228,645

)

(1,272,951

)

1,943,180

1,399,637

Other operating income

10,863

102,015

OPERATING PROFIT

5

1,954,043

1,501,652

Interest receivable and similar income

10,270

22,074

PROFIT BEFORE TAXATION

1,964,313

1,523,726

Tax on profit

6

(494,164

)

(382,307

)

PROFIT FOR THE FINANCIAL YEAR

1,470,149

1,141,419

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,470,149

1,141,419

FIXED ASSETS

Tangible assets

8

8,132

7,965

CURRENT ASSETS

Stocks

9

-

7,154

Debtors

10

10,882,906

8,806,920

Cash at bank

1,857,941

2,630,284

12,740,847

11,444,358

CREDITORS

Amounts falling due within one year

11

(10,259,837

)

(9,083,330

)

NET CURRENT ASSETS

2,481,010

2,361,028

TOTAL ASSETS LESS CURRENT LIABILITIES

2,489,142

2,368,993

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

13

2,489,042

2,368,893

SHAREHOLDERS' FUNDS

2,489,142

2,368,993

The financial statements were approved by the director and authorised for issue on 21 September 2026 and were signed by:

S Difrancesco - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

1,777,474

1,777,574

Changes in equity

Dividends

-

(550,000

)

(550,000

)

Total comprehensive income

-

1,141,419

1,141,419

Balance at 31 December 2024

100

2,368,893

2,368,993

Changes in equity

Dividends

-

(1,350,000

)

(1,350,000

)

Total comprehensive income

-

1,470,149

1,470,149

Balance at 31 December 2025

100

2,489,042

2,489,142

Cash flows from operating activities

Cash generated from operations

1

339,081

983,072

Tax paid

(382,307

)

(255,303

)

Net cash from operating activities

(43,226

)

727,769

Cash flows from investing activities

Purchase of tangible fixed assets

(1,374

)

(2,289

)

Interest received

10,270

22,074

Net cash from investing activities

8,896

19,785

Cash flows from financing activities

Amounts advanced to group companies

611,987

(256,380

)

Equity dividends paid

(1,350,000

)

(550,000

)

Net cash from financing activities

(738,013

)

(806,380

)

Decrease in cash and cash equivalents

(772,343

)

(58,826

)

Cash and cash equivalents at beginning of year

2

2,630,284

2,689,110

Cash and cash equivalents at end of year

2

1,857,941

2,630,284

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

2025

2024

£

£

Profit before taxation

1,964,313

1,523,726

Depreciation charges

1,207

1,202

Finance income

(10,270

)

(22,074

)

1,955,250

1,502,854

Decrease in stocks

7,154

238

Increase in trade and other debtors

(2,619,158

)

(1,735,777

)

Increase in trade and other creditors

995,835

1,215,757

Cash generated from operations

339,081

983,072

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

1,857,941

2,630,284

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,630,284

2,689,110

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

2,630,284

(772,343

)

1,857,941

2,630,284

(772,343

)

1,857,941

Total

2,630,284

(772,343

)

1,857,941

1.	STATUTORY INFORMATION

Comarket Fruit (Uk) Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

Turnover

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

Revenue from the wholesale of fresh produce is recognized when control of goods is

transferred to the customer. In instances where the sale is made on credit, revenue is

recognized upon delivery and a receivable is recorded accordingly.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company's principal financial instruments comprise bank balances, trade creditors, trade

debtors. The main purpose of these instruments is to raise funds for the company's operations and to finance the company's operations.

Due to the nature of the financial instruments used by the company there is no exposure to

price risk. The company's approach to managing other risks applicable to the financial

instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between

the continuity of funding and flexibility through the use of overdrafts.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the

credit offered to customers and the regular monitoring of amounts outstanding for both time

and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet

amounts due.

Taxation

Taxation for the year comprises current 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 or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

57,522,118

52,641,953

Europe

5,813,036

3,169,567

63,335,154

55,811,520

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

475,346

422,824

Social security costs

41,902

36,796

Other pension costs

6,827

7,157

524,075

466,777

The average number of employees during the year was as follows:

2025

2024

Administrative staff

9

7

2025

2024

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

1,207

1,202

Auditors' remuneration

11,500

10,500

Other non- audit services

28,142

12,187

Foreign exchange differences

8,191

5,309

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

494,164

382,307

Tax on profit

494,164

382,307

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

1,964,313

1,523,726

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

491,078

380,932

Effects of:

Expenses not deductible for tax purposes

302

1,947

Income not taxable for tax purposes

3,127

-

Capital allowances in excess of depreciation

(343

)

(572

)

Total tax charge

494,164

382,307

7.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Final

1,350,000

550,000

8.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

COST

At 1 January 2025

19,977

12,869

32,846

Additions

-

1,374

1,374

At 31 December 2025

19,977

14,243

34,220

DEPRECIATION

At 1 January 2025

18,302

6,579

24,881

Charge for year

251

956

1,207

At 31 December 2025

18,553

7,535

26,088

NET BOOK VALUE

At 31 December 2025

1,424

6,708

8,132

At 31 December 2024

1,675

6,290

7,965

9.

STOCKS

2025

2024

£

£

Stocks

-

7,154

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

9,645,240

7,203,128

Amounts owed by group undertakings

286,930

830,102

VAT

67,442

38,988

Prepayments and accrued income

883,294

734,702

10,882,906

8,806,920

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

9,390,571

8,195,639

Amounts owed to group undertakings

68,815

-

Tax

494,164

382,307

Directors' current accounts

723

723

Accrued expenses

305,564

504,661

10,259,837

9,083,330

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

13.

RESERVES

Retained

earnings

£

At 1 January 2025

2,368,893

Profit for the year

1,470,149

Dividends

(1,350,000

)

At 31 December 2025

2,489,042

14.	ULTIMATE PARENT COMPANY

The ultimate parent company is Red Brook Holdings Limited, company number 11040394.

Group accounts can be obtained by request at the registered office:

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP