The Summer Berry Company Holdings Limite - Accounts to registrar (filleted)

REGISTERED NUMBER: 12011784 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

THE SUMMER BERRY COMPANY HOLDINGS

LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J Alun-Jones

M D Harpham

D Sanclement

J A Lamont

REGISTERED OFFICE:

Groves Farm

Colworth

Chichester

West Sussex

PO20 2DX

REGISTERED NUMBER:

12011784 (England and Wales)

AUDITORS:

Saffery Audit (UK) LLP

St Catherine's Court

Berkeley Place

Clifton

Bristol

BS8 1BQ

FIXED ASSETS

Investments

4

58,027

53,496

CURRENT ASSETS

Debtors

5

276

4,011

Cash at bank

-

2

276

4,013

CREDITORS

Amounts falling due within one year

6

1,147

354

NET CURRENT (LIABILITIES)/ASSETS

(871

)

3,659

TOTAL ASSETS LESS CURRENT
LIABILITIES

57,156

57,155

CAPITAL AND RESERVES

Called up share capital

8

658

Share premium

65,124

Retained earnings

(8,626

)

(8,627

)

SHAREHOLDERS' FUNDS

57,156

57,155

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 October 2026 and were signed on its behalf by:

J A Lamont - Director

1.	STATUTORY INFORMATION

The Summer Berry Company 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£). The figures in these financial

statements are rounded to the nearest thousand pounds (£).

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

These financial statements have been prepared on a going concern basis.

The directors have undertaken a detailed going concern assessment for the group and anticipate an increase in profitability.

The shareholders have committed to support the group for at least twelve months following the signing of these financial statements.

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.

Significant judgements and estimates

Recoverability of intercompany debts

At each reporting date, management consider the recoverability of intercompany debts. Where there is uncertainty over intercompany debts being recovered at their carrying amount, following the balance sheet date, the recoverable amount is calculated. If the recoverable amount is estimated to be lower than the carrying amount, then the relevant impairment is recognised in the profit and loss.

Impairment of investments

At each reporting date, management consider whether there are any indications that investments may have been impaired at the reporting date. Where the directors believe there may be an impairment in the value of investments, the recoverable amount is calculated and compared to the carrying amount of the investments. If the recoverable amount is lower than the carrying amount, an impairment loss is recognised within the profit and loss. The calculation of the recoverable amount by the directors involves estimation uncertainty.

Turnover

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

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less accumulated impairment.

At the end of each reporting period, the directors review the investments to consider whether there are any indications of impairment. If there are indications of impairment, the directors calculate the recoverable amounts of such subsidiary undertakings and recognise any impairment losses in the profit and loss account for the accounting period.

Financial instruments

The company has elected to apply the provisions of section 11 'Basic Financial Instruments' and section 12 'Other' Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's statement of financial position when the company becomes a party to the contractual provisions of the instrument. Financial instruments and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Disclosure of long or short period

The figures for the current accounting period relate to the year ended 31 December 2025. Therefore, the figures are not directly comparable to the previous accounting period, being for the period 1 November 2023 - 31 December 2024 which is longer than a year. In the prior accounting period the company extended its accounting period so that the accounting reference date was in line with the calendar year.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2024 - 5 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£'000

COST

At 1 January 2025

53,496

Additions

4,531

At 31 December 2025

58,027

NET BOOK VALUE

At 31 December 2025

58,027

At 31 December 2024

53,496

The company's investments at the Balance Sheet date in the share capital of companies include the following:

The Summer Berry Company UK

Registered office: Leythorne Nurseries Vinnetrow Road, Runcton, Chichester, England, PO20 1QB

Nature of business: Growing of berry crops

%

Class of shares:

holding

Ordinary

100.00

31/12/25

31/12/24

£'000

Aggregate capital and reserves

9,638

10,210

Loss for the year/period

(572

)

(5,149

)

TSBC Propagation Limited

Registered office: Leythorne Nurseries Vinnetrow Road, Runcton, Chichester, England, PO20 1QB

Nature of business: Growing of berry crops

%

Class of shares:

holding

Ordinary A, B and C

100.00

31/12/25

31/12/24

£'000

Aggregate capital and reserves

-

1

Loss for the year/period

(1

)

(4

)

TSBC (Portugal) Unipessoal Lda

Registered office: Herdade dos Almeidans, Caixa Postal 6905 7630-063, Longueira-Almograve Portugal

Nature of business: Growing of berry crops

%

Class of shares:

holding

Ordinary

50.00

31/12/25

31/12/24

£'000

Aggregate capital and reserves

15,384

5,559

Profit/(loss) for the year/period

1,740

(375

)

TSBC Morocco

Registered office:

Nature of business: Growing of berry crops

%

Class of shares:

holding

Ordinary

100.00

31/12/25

£'000

Aggregate capital and reserves

595

Loss for the year/period

(85

)

TSBC South Africa

Registered office:

Nature of business: Growing of berry crops

%

Class of shares:

holding

Ordinary

100.00

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

Amounts owed by group undertakings

276

4,011

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

Bank loans and overdrafts

143

-

Trade creditors

3

37

Amounts owed to group undertakings

993

309

Other creditors

8

1,147

354

7.	SECURED DEBTS

At the balance sheet date there was the following security in place as a result of group lending with HSBC:

-

Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge
over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First
Floating Charge over all assets and undertaking both present and future dated 21 November 2019.

-

Composite Company Unlimited Multilateral Guarantee dated 21 November 2019 given by The Summer
Berry Company Holdings Ltd, The Summer Berry Company UK, Jerry's Berries Limited, TSBC
Propagation Limited, The Summer Berry Company Portugal LDA.

-

Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge
over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First
Floating Charge over all assets and undertaking both present and future dated 28 June 2024.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£'000

65,781,825

Ordinary

£0.01

658

The holders of Ordinary shares are entitled to receive dividends as declared from time to time and are

entitled to one vote per share at meetings of the company. All Ordinary shares rank equally with regard to

the company's residual assets

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Neil Davies (Senior Statutory Auditor)

for and on behalf of Saffery Audit (UK) LLP

10.	RELATED PARTY DISCLOSURES

Included within debtors and creditors are loans to and from group undertakings. Interest is charged on the loans at rates of 5.5% and 6%. The loan balances are repayable on demand.

11.	ULTIMATE CONTROLLING PARTY

The company's immediate parent company is 100% owned by Cibus Fund LP, Cibus Clara Fund LP and Cibus Co-Invest LP, whose General Partner is Cibus Investments Limited (all registered in Guernsey).

The company's immediate parent company is Jerry's Berries Limited.

The results of The Summer Berry Company Holdings Limited are consolidated into its immediate parent company, Jerry's Berries Limited, a company registered and domiciled in England and Wales. Group financial statements are available from Jerry's Berries Limited, 4 Sloane Terrace, London, England, SW1X 9DQ.