REGISTERED NUMBER: 01437478 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Melbourne Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

J L Priestley

Mrs L Priestley

Mrs L J Bryant

J L Priestley

REGISTERED OFFICE:

Melbourne Park House

Royal Oak Business Park

East Road

Sleaford

Lincolnshire

NG34 7EQ

REGISTERED NUMBER:

01437478 (England and Wales)

SENIOR STATUTORY AUDITOR:

James Sewell BA (Hons) FCA CTA

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

FAIR REVIEW OF THE BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our company during the year and its position at the year end. Our review is consistent with the size and non complex nature of our business and is written in the context of the risks and uncertainties we face.

At an individual company level, property sales have decreased to £6k in the year compared with £376k in 2024 with rental income increasing from £2.2m to £2.3m.

Exceptional items of £231k in 2024 relates to the profit on disposal of freehold property in the year (£1m) and £800k provision relating to the loan with Paxton Investments Limited, which is a joint venture. There were no exceptional items in 2025.

The company has also received dividends from its subsidiaries of £10.3m in the year, with £1.6m being received in the prior year.

Overall, the company's profit before tax has increased to £12.6m compared with £4.9m in 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The group is subject to the vagaries of the economy as a whole and the peculiarities of the various sectors in which it operates, but with a highly experienced management team, it seeks to overcome these external forces.

The group has considerable financial resources and contracts with a number of customers and suppliers across different geographic areas and industries. Accordingly, we believe that the group is well placed to manage its business risks successfully and look forward to continued growth in 2026 and beyond.

SECTION 172(1) STATEMENT

The revised UK Corporate Governance Code ('2018 Code') was published in July 2018 and applies to accounting periods beginning on or after January 1, 2019. The Companies (Miscellaneous Reporting) Regulations 2018 ('2018 MRR') require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 ('S172') when performing their duty to promote the success of the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the company. This S172 statement explains how Melbourne Holdings Limited directors:

-

have engaged with employees, suppliers, customers and others; and

-

have regard to employee interests, the need to foster the group's business relationships with suppliers, customers and other, and the effect of that regards, including on the principal decisions taken by the Company during the financial year.

The S172 statement focuses on matters of strategic importance to the group, and the level of information disclosed is consistent with the size and the complexity of the business.

The directors are aware of their responsibilities and when making decisions, and ensures that they act in the way that they consider in good faith, would most likely promote the Group's success for the benefit of its members as a whole and in doing so has regard to:

Section 172(a) - Likely Long-Term Consequences of Decisions

The Directors consider the likely long-term consequences of decisions and seek to promote the sustainability, growth and long-term success of the Company. In making decisions, the Board considers matters including strategic planning, investment decisions, financial performance, operational resilience, cash flow, business risk and the long-term reputation of the Company. The Board regularly reviews budgets, forecasts and business risks to support informed and sustainable decision-making.

Section 172(b) - Interests of Employees

The Directors recognise that employees are central to the success of the business and seek to maintain a positive and supportive working environment. Employee matters are considered through regular communication, performance review processes, training and development opportunities, employee wellbeing initiatives and ongoing engagement with staff. The Board also considers employee feedback and workforce stability when making business decisions.

Section 172(c) - Relationships with Customers, Suppliers and Other Stakeholders

The Directors seek to maintain strong and effective relationships with customers, suppliers, advisers and other stakeholders. This includes regular communication, monitoring service levels and performance, managing contractual relationships and seeking fair and mutually beneficial commercial outcomes. The Board recognises the importance of maintaining reliable supply chains, customer satisfaction and constructive stakeholder engagement to support the long-term success of the Company.

Section 172(d) - Impact on the Community and Environment

The Directors consider the impact of the Company's operations on the community and environment where relevant to the size and nature of the business. This includes seeking to operate responsibly, complying with relevant legal and regulatory obligations, considering environmental impacts, supporting safe working practices and encouraging responsible use of resources where appropriate.

Section 172(e) - High Standards of Business Conduct

The Directors recognise the importance of maintaining high standards of business conduct and corporate governance. The Company maintains appropriate policies, procedures and internal controls relating to matters such as ethics, anti-bribery, whistleblowing, data protection, conflicts of interest and health and safety. The Board seeks to ensure that decisions are made responsibly, transparently and in accordance with applicable legal and regulatory requirements.

Section 172(f) - Acting Fairly Between Members

The Directors recognise their duty to act fairly between members of the Company. The Board seeks to ensure shareholders are treated consistently and appropriately and that decisions are made in the interests of the members as a whole.

Governance and Board Procedures

The Board supports its section 172 responsibilities through regular Board meetings with documented agendas and minutes, strategic planning sessions, financial and operational reporting, delegated authorities, risk management processes and appropriate internal controls. The Directors consider that these governance arrangements support effective oversight, responsible decision-making and the long-term success of the Company for the benefit of its members as a whole.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The group holds or issues financial instruments in order to achieve three main objectives, being:

a. To finance its operations

b. To manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

c. For trading purposes

In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the group's operations.

Transactions in financial instruments result in the group assuming or transferring to another party one or more of the financial risks described below.

CREDIT RISK

The group monitors credit risk closely and considers that its current policies of credit checks meet its objectives of managing exposure to credit risk. The group has no significant concentrations of credit risk. Amounts shown in the balance sheet best represent the maximum credit risk exposure in the event other parties fail to perform their obligations under financial instruments.

CURRENCY RISK

The Directors are aware of the company's exposure to currency risk and consider the company has taken appropriate steps in order to keep these risks to a minimum.

The group continues to face the risks arising from operating in foreign currencies. The company utilises foreign currency banking facilities. We actively monitor the level of resources held in these facilities to manage the risk effectively.

ON BEHALF OF THE BOARD:

J L Priestley - Director

22 September 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of property development and haulage. It also has significant activity in the preparation, packaging and distribution of food products.

DIVIDENDS

Ordinary dividends were paid amounting to £0 (2024: £0). The directors do not recommend payment of a final dividend.

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.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J L Priestley

Mrs L Priestley

Mrs L J Bryant

J L Priestley

POLITICAL DONATIONS AND EXPENDITURE

During the year, the company made charitable donations of £4,140 (2024: £350).

STREAMLINED ENERGY AND CARBON REPORTING

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION & ENERGY EFFICIENCY

Carbon Dioxide Emissions

The UK annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from activities for which the group is responsible involving the consumption of gas was 587 tonnes.The quantity involving the consumption of fuel for the purposes of transport was 2048 tonnes.The quantity involving the purchase of electricity for the group's own use, including for the purposes of transport was 136 tonnes.

kWh Usage

The aggregated kWh of UK annual energy consumed from activities for which the group is responsible involving combustion of gas was 3,232,961 kWh. The quantity involving the consumption of fuel for the purposes of transport was 8,076,651 kWh.The quantity involving the purchase of electricity by the group for its own use, including for the purposes of transport was 770,840 kWh.

Methodology

Energy consumption is determined from meter readings and invoices received for the given year being assessed. CO2 emissions are determined using the appropriate conversion factor for energy type obtained from UK Government information for company reporting of greenhouse gas emissions.

Ratios

In order to effectively manage the energy performance of the Group's facilities, systems, processes and equipment, management consider mWh per £million of turnover to be the key energy performance indicator (EnPI). The ratios for this year are as follows:

Energy type

EnPI

2025 ratio

Gas oil

MWh/£Million turnover

17.54

Diesel

MWh/£Million turnover

130.78

Petrol

MWh/£Million turnover

1.55

Natural Gas

MWh/£Million turnover

59.45

Electricity

MWh/£Million turnover

14.27

Measures taken to improve efficiency.

The group is committed to improving energy efficiency with a range of initiatives including the installation of solar panels and the purchase of electric vehicles wherever practical. It is its intention to continue to look to improve efficiency in the future.

Reporting limitations

All consumption data was complete for the period, so no estimates were required.

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by Paragraph 1A of Schedule 7 to the large and medium sized Companies and Groups (Accounts & Reports) Regulations 2008, certain matters which are required to be disclosed in the Director's Report have been omitted as they are included in the Strategic Report. These matters include a fair review of the business and a description of the principal risks and uncertainties facing the group.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 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 directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Wright Vigar Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J L Priestley - Director

22 September 2026

Opinion

We have audited the financial statements of Melbourne 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 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 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Directors 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 Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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 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 directors either intend to liquidate the group or the parent company or to cease operations, or have 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.

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

Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework.

-

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and people 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 included:

-

Substantive procedures performed in accordance with the ISAs (UK).

-

Challenging assumptions and judgments made by management in its significant accounting estimates.

-

Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals.

-

Assessing the extent of compliance with the relevant laws and regulations.

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.

James Sewell BA (Hons) FCA CTA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

22 September 2026

TURNOVER

3

54,030,850

51,070,938

Cost of sales

43,371,575

38,442,884

GROSS PROFIT

10,659,275

12,628,054

Distribution costs

216,393

206,297

Administrative expenses

6,194,288

5,633,887

6,410,681

5,840,184

4,248,594

6,787,870

Other operating income

2,898,140

1,975,234

Gain/loss on revaluation of assets

14,600

(56,159

)

GROUP OPERATING PROFIT

5

7,161,334

8,706,945

Share of operating loss in

Joint ventures

-

(1,071,664

)

Loan provision

6

-

(800,000

)

Profit/loss on sale of

property

6

-

1,031,649

7,161,334

7,866,930

Income from other participating interests

23,697

-

Income from fixed asset investments

1,967

2,640

Interest receivable and similar income

730,963

1,617,763

756,627

1,620,403

7,917,961

9,487,333

Interest payable and similar expenses

7

360,977

1,137,547

PROFIT BEFORE TAXATION

7,556,984

8,349,786

Tax on profit

8

1,924,117

2,114,398

PROFIT FOR THE FINANCIAL YEAR

5,632,867

6,235,388

Profit attributable to:

Owners of the parent

5,172,175

5,727,567

Non-controlling interests

460,692

507,821

5,632,867

6,235,388

PROFIT FOR THE YEAR

5,632,867

6,235,388

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

5,632,867

Prior year adjustment

457,739

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

6,693,127

Total comprehensive income attributable to:

Owners of the parent

5,172,175

6,185,306

Non-controlling interests

460,692

507,821

5,632,867

6,693,127

FIXED ASSETS

Intangible assets

10

(92,053

)

(157,914

)

Tangible assets

11

33,881,934

32,958,560

Investments

12

Interest in joint venture

Share of gross liabilities

(427,782

)

(445,644

)

(427,782

)

(445,644

)

Other investments

73,525

97,641

Investment property

13

31,026,264

30,980,660

64,461,888

63,433,303

CURRENT ASSETS

Stocks

14

24,702,065

23,148,515

Debtors: amounts falling due within one year

15

17,018,030

14,197,871

Debtors: amounts falling due after more than one year

15

2,429,250

3,596,250

Cash at bank and in hand

25,571,140

20,421,518

69,720,485

61,364,154

CREDITORS

Amounts falling due within one year

16

20,478,241

15,788,439

NET CURRENT ASSETS

49,242,244

45,575,715

TOTAL ASSETS LESS CURRENT LIABILITIES

113,704,132

109,009,018

CREDITORS

Amounts falling due after more than one year

17

(2,825,480

)

(3,678,348

)

PROVISIONS FOR LIABILITIES

21

(1,694,983

)

(1,528,868

)

NET ASSETS

109,183,669

103,801,802

CAPITAL AND RESERVES

Called up share capital

22

9,021

9,021

Fair value reserve

23

65,000

50,000

Retained earnings

23

107,344,548

102,187,373

SHAREHOLDERS' FUNDS

107,418,569

102,246,394

NON-CONTROLLING INTERESTS

24

1,765,100

1,555,408

TOTAL EQUITY

109,183,669

103,801,802

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2026 and were signed on its behalf by:

J L Priestley - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

1,124,569

1,568,549

Investments

12

1,274,626

1,298,742

Investment property

13

30,836,264

30,810,660

33,235,459

33,677,951

CURRENT ASSETS

Stocks

14

766,193

765,293

Debtors: amounts falling due within one year

15

47,816,871

47,213,783

Cash at bank and in hand

21,822,079

14,285,186

70,405,143

62,264,262

CREDITORS

Amounts falling due within one year

16

4,040,121

7,898,562

NET CURRENT ASSETS

66,365,022

54,365,700

TOTAL ASSETS LESS CURRENT LIABILITIES

99,600,481

88,043,651

CREDITORS

Amounts falling due after more than one year

17

(2,163,070

)

(2,596,140

)

PROVISIONS FOR LIABILITIES

21

(405,901

)

(378,339

)

NET ASSETS

97,031,510

85,069,172

CAPITAL AND RESERVES

Called up share capital

22

9,021

9,021

Other reserves

23

5,887,425

5,887,425

Retained earnings

23

91,135,064

79,172,726

SHAREHOLDERS' FUNDS

97,031,510

85,069,172

Company's profit for the financial year

11,962,338

4,527,858

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2026 and were signed on its behalf by:

J L Priestley - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

9,021

95,380,372

621,695

Prior year adjustment

-

457,739

-

As restated

9,021

95,838,111

621,695

Changes in equity

Total comprehensive income

-

6,349,262

(621,695

)

Balance at 31 December 2024

9,021

102,187,373

-

Changes in equity

Total comprehensive income

-

5,157,175

-

Balance at 31 December 2025

9,021

107,344,548

-

Fair

value

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 January 2024

50,000

96,061,088

1,337,587

97,398,675

Prior year adjustment

-

457,739

-

457,739

As restated

50,000

96,518,827

1,337,587

97,856,414

Changes in equity

Dividends

-

-

(290,000

)

(290,000

)

Total comprehensive income

-

5,727,567

507,821

6,235,388

Balance at 31 December 2024

50,000

102,246,394

1,555,408

103,801,802

Changes in equity

Dividends

-

-

(251,000

)

(251,000

)

Total comprehensive income

15,000

5,172,175

460,692

5,632,867

Balance at 31 December 2025

65,000

107,418,569

1,765,100

109,183,669