REGISTERED NUMBER: 02087609 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

THE SUMMER BERRY COMPANY UK

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Income Statement

10

Other Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

D Sanclement

J A Lamont

REGISTERED OFFICE:

Groves Farm

Colworth

Chichester

West Sussex

PO20 2DX

REGISTERED NUMBER:

02087609 (England and Wales)

AUDITORS:

Saffery Audit (UK) LLP

St Catherine's Court

Berkeley Place

Clifton

Bristol

BS8 1BQ

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The Summer Berry Company UK is a leading supplier of soft fruit (including strawberries, raspberries, blueberries and blackberries) serving major retailers across the UK. Our operations span large-scale glasshouse and field production sites along the south coast of England, enabling us to deliver high-quality fruit throughout the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The process of risk management is addressed through a framework of policies, procedures, internal controls and a risk register. All policies are subject to Board approval and ongoing review by management. Compliance with relevant regulations, legal and ethical standards is a high priority for the company and the finance department takes on an important oversight role in this regard. The Board is responsible for satisfying itself that a proper internal control framework exists to manage financial risks and that controls operate effectively.

SECTION 172(1) STATEMENT

The statement below describes how the directors have had regard to the matters set out in section 172(1) of the Companies Act:

Stakeholders

The company acknowledges the importance of acting responsibly in fulfilling its mission and fostering its vision. Stakeholders are pivotal for the success of the company and are important co-creators of value. For that reason, every decision the company makes takes stakeholders' expectations and the resulting impact of those decisions will have on them into account.

Customers

Our mission is to delight customers with ethically grown, high-quality soft fruit. Our vision is to become a globally recognised, year-round supplier promoting healthy living and consumer well-being. We follow integrated pest management practices, minimising chemical use and promoting biodiversity. Every crop is subject to strict quality control.

Colleagues

We employed an average of 631 staff during the year. Our investment in workforce well-being includes on-site accommodation, recreational amenities (such as gyms, football, volleyball and basketball facilities) and access to canteens. Welfare initiatives include group transport, health and safety workshops and robust training programmes. We promote continuous development through apprenticeships and skills training, while fostering open communication via forums, surveys and feedback sessions.

Suppliers

We work collaboratively with suppliers to drive innovation, uphold ethical standards, and implement sustainable agricultural practices. Regular visits and audits ensure that relationships remain aligned with shared values and business objectives.

Communities

We are committed to building lasting relationships with the communities in which we operate. We actively engage with local authorities, political representatives and social groups to ensure transparency. We also support local organisations through fruit donations and encourage employee participation in corporate volunteering initiatives.

Environment

Sustainability is core to our strategy. We use agronomic practices that promote biodiversity and reduce dependence on synthetic inputs. Our ESG framework guides progress on key environmental and social priorities, including water efficiency, cutting waste energy consumption and carbon reduction. Social responsibility is embedded in our ESG vision, as we aim to be an employer of choice and a steward of the environment.

RESULTS AND PERFORMANCE

The results of the company for the period show an operating profit of £2,019k (2024 (14 month period): operating loss of £2,510k). Losses before tax were £318k (2022: £5,019k).

The company increased turnover in the year to 31 December 2025, whilst delivering a clear year on year improvement in profitability.

BUSINESS ENVIRONMENT

2025 continued to present a complex trading environment for agriculture, shaped by inflationary headwinds, rising input costs and an increasingly price-sensitive retail landscape. The group has made progress in building resilience to mitigate these pressures and has made a significant investment in an innovative energy centre using hydrogen ready CHP (combined heat and power) systems, hybrid air and water heat pumps and LED lighting to ensure efficient and high quality production all year round while at the same time reducing the carbon footprint.

Labour availability remained a critical issue for the UK agriculture sector, with seasonal worker recruitment constrained by changes to visa schemes and rising accommodation and compliance costs. In response, the company continued to invest in employee welfare, streamlined onboarding processes, and staff retention strategies, including enhanced training and returnee programmes.

Value and ethical sourcing trends continued to be key consumer behaviour trends in 2025. While discretionary spending remained under pressure, demand for locally grown, fresh produce increased, supported by rising awareness of environmental sustainability. Retailers sought tighter supply chain partnerships, fixed-margin models, and greater transparency - driving the need for even closer alignment between farming operations and customer expectations.

STRATEGY

The Summer Berry Company UK plays a key role within the Summer Berry Group. The following seven strategic drivers have been identified.

-

Offering year-round supply

-

Developing long term customer relationships

-

Creating a roadmap for genetics

-

Digital transformation

-

Geographical expansion

-

Labour strategy to ensure we are the employer of choice

-

Sustainability initiatives

The company will continue to put product quality and consistency at the top of its agenda, ensuring continued focus on farming operational expertise. To maintain a skilled and experienced team, the company continues to develop new talent through graduate and industry schemes as well as in-house training programs. This is supported by a focus on attracting a talented workforce as well as building key customer and supplier partnerships.

Looking ahead, as part of its ESG roadmap execution, the company is progressing key sustainability targets. These include increasing the use of LED lighting and energy efficient infrastructure and optimising water usage. Biodiversity enhancement through pollinator-friendly planting schemes and habitat creation on the farms is also a key part of the company's roadmap. On the social front, continued investment in employee welfare, inclusive hiring and structured training programmes. ESG performance is regularly tracked against internal KPIs and shared with key stakeholders.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The company's activities expose it to a number of financial risks, including price, credit, liquidity and cash flow risks. The company has established policies and procedures to manage these risks, which are regularly reviewed by the Board of Directors.

Price Risk

The company is exposed to input cost volatility, particularly in relation to energy, labour, fertiliser and packaging. Market pricing pressures from retail customers also pose challenges in recovering cost inflation. To manage this risk, the company undertakes procurement planning, evaluates opportunities for operational efficiencies, and invests in crop varieties to improve margin resilience.

Credit Risk

The company manages this risk by regularly reviewing outstanding balances, setting credit limits and promptly following up overdue debts.

Liquidity Risk

Liquidity risk is managed through detailed cash flow forecasting and the active monitoring of working capital. In 2024, the company completed a three-year refinancing agreement with HSBC, providing committed bank facilities to support both operational and seasonal funding requirements. The company believes it has sufficient liquidity to meet foreseeable obligations.

Cash Flow Risk

Given the seasonality of berry production, the company sometimes experiences timing mismatches between cash inflows and outflows, particularly around planting and harvesting periods. The company mitigates this risk through careful financial planning, alignment of expenditure with revenue cycles through procuring fruit from multiple regions and strong financing arrangements. Cash flow is monitored closely and reviewed regularly by management.

KEY PERFORMANCE INDICATORS (‘KPIS’)

Whilst many KPIs are monitored as part of daily and weekly operations, the Board reviews the following KPIs on a monthly basis: profitability (EBITDA), cashflow, employee turnover and returnee rates, levels of waste and CO2, complaints (CPMU) and health and safety incidents (AIR).

ON BEHALF OF THE BOARD:

J A Lamont - Director

15 October 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company for the year under review was that of growing berry crops.

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2025 was £Nil (2024: £Nil)

FUTURE DEVELOPMENTS

The future developments are discussed within the strategy of the company in the strategic report.

DIRECTORS

D Sanclement 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 A Lamont was appointed as a director after 31 December 2025 but prior to the date of this report.

R J Wilkinson ceased to be a director after 31 December 2025 but prior to the date of this report.

EMPLOYMENT AND DISABILITY POLICY

The Summer Berry Company is an equal opportunity employer. Our business values of Integrity & Respect, Collaborative & Inclusive and Brave & Innovative ensure focus on our drive to provide equality, diversity, and inclusion at the heart of good employment practices and the efficient use of our most valuable asset, our employees. Every manager and employee have personal ownership for the implementation of employment policies.

The company does not discriminate on of grounds of sex, trans-gender, status, sexual orientation, religion or belief, marital status, civil partnership status, race, ethnic origin, colour, nationality, national origins, disability, age or perceived age.

STREAMLINED ENERGY AND CARBON REPORTING

Details in relation to the Streamlined Energy and Carbon Reporting are disclosed within the group consolidated financial statements for Jerry's Berries Limited.

DISCLOSURE IN THE STRATEGIC REPORT

Engagement with employees, customers and suppliers has been covered as part of the section 172 statement disclosed within the strategic report.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company's auditors are unaware, and each director 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 will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J A Lamont - Director

15 October 2026

Opinion

We have audited the financial statements of The Summer Berry Company UK (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 loss 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 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 Directors' Responsibilities Statement set out on pages five and 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 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 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006, Food Hygiene regulations and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Neil Davies (Senior Statutory Auditor)

for and on behalf of Saffery Audit (UK) LLP

St Catherine's Court

Berkeley Place

Clifton

Bristol

BS8 1BQ

15 October 2026

TURNOVER

52,115

45,414

Cost of sales

41,613

37,834

GROSS PROFIT

10,502

7,580

Administrative expenses

14,439

13,951

(3,937

)

(6,371

)

Other operating income

5,956

3,861

OPERATING PROFIT/(LOSS)

5

2,019

(2,510

)

Interest receivable and similar income

1

-

2,020

(2,510

)

Interest payable and similar expenses

7

2,338

2,509

LOSS BEFORE TAXATION

(318

)

(5,019

)

Tax on loss

8

254

130

LOSS FOR THE FINANCIAL YEAR

(572

)

(5,149

)

LOSS FOR THE YEAR

(572

)

(5,149

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(572

)

(5,149

)

FIXED ASSETS

Intangible assets

9

46

120

Tangible assets

10

14,067

13,866

Investments

11

12,838

8,923

26,951

22,909

CURRENT ASSETS

Stocks

12

2,627

4,039

Debtors

13

10,233

11,735

Cash at bank

16

830

12,876

16,604

CREDITORS

Amounts falling due within one year

14

9,239

6,553

NET CURRENT ASSETS

3,637

10,051

TOTAL ASSETS LESS CURRENT LIABILITIES

30,588

32,960

CREDITORS

Amounts falling due after more than one year

15

20,950

22,750

NET ASSETS

9,638

10,210

CAPITAL AND RESERVES

Called up share capital

19

24,163

24,163

Retained earnings

20

(14,525

)

(13,953

)

SHAREHOLDERS' FUNDS

9,638

10,210

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

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1 November 2023

3,260

(8,804

)

(5,544

)

Changes in equity

Issue of share capital

20,903

-

20,903

Total comprehensive income

-

(5,149

)

(5,149

)

Balance at 31 December 2024

24,163

(13,953

)

10,210

Changes in equity

Total comprehensive income

-

(572

)

(572

)

Balance at 31 December 2025

24,163

(14,525

)

9,638

1.	STATUTORY INFORMATION

The Summer Berry Company UK is a private unlimited company, registered in England and Wales. The company's registered number and registered office address can be found on the company information page.

The presentational currency of the financial statements is the pound sterling (£) which is rounded to the nearest pound (£).

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates

In the process of applying the company's accounting policies, management have made the following judgements that have the most significant effect of the amounts recognised in the Financial Statements.

Impairment of tangible fixed assets

Management have considered whether there are any indications that Property, Plant and Equipment may have suffered an impairment at the reporting date as required by FRS 102. Management believe that there are no internal or external factors which indicate that such tangible assets may have been impaired. As such, the Directors have not considered it necessary to estimate the recoverable amount of such assets.

Impairment of goodwill

Management have considered whether there are any indications that goodwill may have been impaired at the reporting date. The Directors believe that there is no indication that such assets have been impaired, and, as such, the Directors have not estimated the recoverable amount of such assets.

Fixed asset investments

Investments in joint ventures are initially measured at cost. After initial recognition, they are measured at cost less any accumulated impairment losses.

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 recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2015, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of one year.

Tangible fixed assets

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

Freehold property and land

-

0-10% on cost

Leasehold property

-

period of the lease

Plant and machinery

-

between 5% and 50% on cost

Office equipment

-

at varying rates on cost

Motor vehicles

-

between 20% and 25% on cost

Biological assets

-

at varying rates on cost

Biological assets

Biological assets are valued using the historical cost model, rather than the fair value model. Due to the age and size of the plants, there isn't sufficient information available to calculate the fair value of the biological assets.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost of raw materials stock is based on the cost of purchase on a first in, first out basis.

Cost of stock, associated with planted fields, is based on the cost of materials (including biological materials), labour and other associated costs incurred during planting and growing phases.

For fields, in producing phase, an estimation of total expected yield is carried out as well as an estimation of remaining crop at balance sheet date.

The ratio of remaining crop vs total expected yield is applied to the total cost of planted field to calculate stock value at the balance sheet date.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the company's cash management.

Derivative financial instruments are classified as other financial instruments. They are measured at fair value on initial recognition and at the end of each reporting period, with changes in fair value recognised in profit or loss.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangement entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

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 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.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Hire purchase liabilities are secured over the assets to which they relate.

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.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and as an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expenses when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Levies

Levies are charged as a cost to the income statement, with 4% bank payment of the sales invoice being withheld by the customer as a charge.

Grant income

Grant income, shown in other operating income, relates to revenue and is recognised in income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate.

Going concern

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

The directors have undertaken a detailed assessment of the company's ability to continue as a going concern and anticipate continued profitability. In light of the company's EBITDA profitability and positive cash flows during 2025 and up to the date of approval of the financial statements, the directors have prepared detailed budgets and forecasts, including consideration of both upside and downside scenarios.

Based on this assessment, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Disclosure of long or short accounting 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

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

£'000

Wages and salaries

21,409

17,929

Social security costs

2,364

1,637

Other pension costs

470

364

24,243

19,930

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

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

631

496

4.	DIRECTORS' EMOLUMENTS

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£

£

Directors' remuneration

577,364

585,051

Directors' pension contributions to money purchase schemes

102,575

68,026

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

Information regarding the highest paid director is as follows:

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£

£

Emoluments etc

369,197

376,988

Pension contributions to money purchase schemes

68,741

38,343

5.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

£'000

Hire of plant and machinery

24

544

Depreciation - owned assets

2,229

2,278

(Profit)/loss on disposal of fixed assets

(57

)

26

Goodwill amortisation

47

219

Computer software amortisation

31

27

Foreign exchange differences

41

(108

)

6.	AUDITORS' REMUNERATION

Period

01/11/2023

Year Ended

to

31/12/2025

31/12/24

£'000

£'000

Fees payable to the company's auditors and their associates for the audit of the company's financial statements

24

24

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

£'000

Bank loan interest

2,338

2,367

Other interest paid

-

142

2,338

2,509

8.

TAXATION

Analysis of the tax charge

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

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

£'000

Current tax:

UK corporation tax

254

130

Tax on loss

254

130

UK corporation tax has been charged at 25% (2024 - 25%).