REGISTERED NUMBER: 11040394 (England and Wales)

Group Strategic Report, Director's Report and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

Red Brook Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Director's Report

4

Independent Auditors' Report

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Consolidated Statement of Cash Flows

17

Notes to the Consolidated Financial Statements

18

DIRECTOR:

S Difrancesco

REGISTERED OFFICE:

147a High Street

Waltham Cross

United Kingdom

Hertfordshire

EN8 7AP

REGISTERED NUMBER:

11040394 (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 of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES

During the year under review the group's principal activity was that of the wholesale of fresh produce. There has not been any significant changes in the group'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 group's activities in the next year.

REVIEW OF THE BUSINESS AND KEY PERFORMANCE INDICATORS

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

The key performance indicators of the group are those that communicate the financial performance and strength of the group 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, £68.2m from £61.0m and £2.2m from £1.9m.

The business also maintained gross profit margins in 2025 compared to 2024 at 5.1%.

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 group during the year ended 31 December 2025.

FINANCIAL RISK MANAGEMENT

The group'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 group'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 group'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 and the group for the year ended 31 December 2025.

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of £2,750 per share.

The total distribution of dividends for the year ended 31 December 2025 will be £ 550,000 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

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

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group 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 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, 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 Red Brook Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 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 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 Group 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 Group 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 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 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 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 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 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 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

68,209,489

61,032,269

Cost of sales

(64,724,803

)

(57,886,692

)

GROSS PROFIT

3,484,686

3,145,577

Administrative expenses

(1,293,827

)

(1,351,463

)

2,190,859

1,794,114

Other operating income

28,707

124,282

OPERATING PROFIT

4

2,219,566

1,918,396

Interest receivable and similar income

26,939

41,693

2,246,505

1,960,089

Interest payable and similar expenses

5

(2,266

)

(13,599

)

PROFIT BEFORE TAXATION

2,244,239

1,946,490

Tax on profit

6

(549,427

)

(490,242

)

PROFIT FOR THE FINANCIAL YEAR

1,694,812

1,456,248

Profit attributable to:

Owners of the parent

1,694,812

1,456,248

PROFIT FOR THE YEAR

1,694,812

1,456,248

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,694,812

1,456,248

Total comprehensive income attributable to:

Owners of the parent

1,694,812

1,456,248

FIXED ASSETS

Tangible assets

9

88,246

39,206

Investments

10

Interest in associate

51

51

88,297

39,257

CURRENT ASSETS

Stocks

11

-

7,154

Debtors

12

13,300,418

9,660,719

Cash at bank

2,793,116

4,020,576

16,093,534

13,688,449

CREDITORS

Amounts falling due within one year

13

(11,198,956

)

(9,889,643

)

NET CURRENT ASSETS

4,894,578

3,798,806

TOTAL ASSETS LESS CURRENT LIABILITIES

4,982,875

3,838,063

CAPITAL AND RESERVES

Called up share capital

14

200

200

Other reserves

15

197,041

197,041

Retained earnings

15

4,785,634

3,640,822

SHAREHOLDERS' FUNDS

4,982,875

3,838,063

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

S Difrancesco - Director

FIXED ASSETS

Tangible assets

9

-

-

Investments

10

558,193

558,193

558,193

558,193

CURRENT ASSETS

Debtors

12

1,985,101

1,137,172

Cash at bank

555,495

716,083

2,540,596

1,853,255

CREDITORS

Amounts falling due within one year

13

(1,043,429

)

(1,159,573

)

NET CURRENT ASSETS

1,497,167

693,682

TOTAL ASSETS LESS CURRENT LIABILITIES

2,055,360

1,251,875

CAPITAL AND RESERVES

Called up share capital

14

200

200

Retained earnings

2,055,160

1,251,675

SHAREHOLDERS' FUNDS

2,055,360

1,251,875

Company's profit for the financial year

1,353,485

546,538

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

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

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2024

200

2,584,574

197,041

2,781,815

Changes in equity

Dividends

-

(400,000

)

-

(400,000

)

Total comprehensive income

-

1,456,248

-

1,456,248

Balance at 31 December 2024

200

3,640,822

197,041

3,838,063

Changes in equity

Dividends

-

(550,000

)

-

(550,000

)

Total comprehensive income

-

1,694,812

-

1,694,812

Balance at 31 December 2025

200

4,785,634

197,041

4,982,875

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

200

1,105,137

1,105,337

Changes in equity

Dividends

-

(400,000

)

(400,000

)

Total comprehensive income

-

546,538

546,538

Balance at 31 December 2024

200

1,251,675

1,251,875

Changes in equity

Dividends

-

(550,000

)

(550,000

)

Total comprehensive income

-

1,353,485

1,353,485

Balance at 31 December 2025

200

2,055,160

2,055,360

Cash flows from operating activities

Cash generated from operations

1

35,258

1,520,711

Interest paid

(2,266

)

(13,599

)

Tax paid

(490,242

)

(371,341

)

Net cash from operating activities

(457,250

)

1,135,771

Cash flows from investing activities

Purchase of tangible fixed assets

(82,502

)

(2,289

)

Sale of tangible fixed assets

11,261

-

Interest received

26,939

41,693

Net cash from investing activities

(44,302

)

39,404

Cash flows from financing activities

Amount introduced by directors

-

293,621

Amount withdrawn by directors

(150,406

)

(359,477

)

Amounts advanced to associated companies

(25,502

)

-

Equity dividends paid

(550,000

)

(400,000

)

Net cash from financing activities

(725,908

)

(465,856

)

(Decrease)/increase in cash and cash equivalents

(1,227,460

)

709,319

Cash and cash equivalents at beginning of year

2

4,020,576

3,311,257

Cash and cash equivalents at end of year

2

2,793,116

4,020,576

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

2025

2024

£

£

Profit before taxation

2,244,239

1,946,490

Depreciation charges

6,517

6,716

Loss on disposal of fixed assets

15,685

-

Finance costs

2,266

13,599

Finance income

(26,939

)

(41,693

)

2,241,768

1,925,112

Decrease in stocks

7,154

2,308

Increase in trade and other debtors

(3,463,792

)

(1,760,973

)

Increase in trade and other creditors

1,250,128

1,354,264

Cash generated from operations

35,258

1,520,711

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

2,793,116

4,020,576

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

4,020,576

3,311,257

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

4,020,576

(1,227,460

)

2,793,116

4,020,576

(1,227,460

)

2,793,116

Total

4,020,576

(1,227,460

)

2,793,116

1.	STATUTORY INFORMATION

Red Brook Holdings 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 General 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

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

Fixtures and fittings, plant and machinery & motor vehicles are depreciated based on their useful lives. Depreciation is recognised on a reducing balance basis over their estimated useful lives. The company estimates useful lives based on various factors, including technological obsolescence and the expected usage of the asset. The useful life of these assets are regularly reviewed for signs of impairment. Where an impairment is identified, the asset value is impaired, with a charge to the profit and loss account.

The company assesses tangible fixed assets where there are indications that the assets could be impaired. Indicators of impairment include factors both inside and outside the organization, which give indication of a reduction in value. Where there are indicators of a reduction in the carrying value of the asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs.

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

Plant and machinery - 15% on reducing balance

Fixtures and fittings - 15% on reducing balance

Motor vehicles - 15% on reducing balance

Investments in associates

Investments in associate undertakings are recognised at cost.

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

493,542

441,020

Social security costs

42,837

37,694

Other pension costs

6,827

7,157

543,206

485,871

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

2025

2024

Administration staff

9

11

The average number of employees by undertakings that were proportionately consolidated during the year was 9 (2024 - 11 ) .

2025

2024

£

£

Director's remuneration

9,100

9,100

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Depreciation - owned assets

6,516

6,716

Loss on disposal of fixed assets

15,685

-

Auditors' remuneration

20,422

18,830

Other non- audit services

28,142

12,187

Foreign exchange differences

(10,114

)

25,260

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

2,266

13,599

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

549,427

490,242

Tax on profit

549,427

490,242