Jerry's Berries Limited - Limited company accounts 25.1

REGISTERED NUMBER: 12010093 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

JERRY'S BERRIES LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

9

Consolidated Income Statement

12

Consolidated Other Comprehensive Income

13

Consolidated Statement of Financial Position

14

Company Statement of Financial Position

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

J Alun-Jones

J Silm

REGISTERED OFFICE:

4 Sloane Terrace

London

SW1X 9DQ

REGISTERED NUMBER:

12010093 (England and Wales)

AUDITORS:

Saffery Audit (UK) LLP

St Catherine's Court

Berkeley Place

Clifton

Bristol

BS8 1BQ

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

REVIEW OF BUSINESS

The group is a leading supplier of soft fruit (including strawberries, raspberries, blueberries and blackberries) serving major retailers predominantly across the UK and Europe through its subsidiaries The Summer Berry Company UK (TSBC UK) and The Summer Berry Company Portugal SA (TSBC Portugal). Our operations span large-scale glasshouses along the south coast of England and field production sites in both Portugal and the UK, 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 group 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 group acknowledges the importance of acting responsibly in fulfilling its mission and fostering its vision. Stakeholders are pivotal for the success of the group and are important co-creators of value. For that reason, every decision the group 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

With operations in both the UK and Portugal, the group employs an average of 1,270 staff. 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 group for the period show an operating profit of £3,321k (2024 (14 month period): operating loss of £3,223k). Profit before tax was £972k (2024: loss before tax of £5,958k).

The Group increased turnover in the year to 31 December 2025, whilst delivering a clear year-on-year improvement in profitability. Net assets increased to £32,306k and the business effectively managed cashflow, with strong financial headroom throughout the year.

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, with seasonal worker recruitment constrained by changes to visa schemes and rising accommodation and compliance costs. In response, the group 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 following seven strategic drivers have been identified for the group:

-

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

Price Risk

The group 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 group 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 group 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 group 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 ('KPI')

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 Alun-Jones - Director

15 October 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group for the period under review was that of growing berry crops.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

FUTURE DEVELOPMENTS

Future developments are discussed within the strategy for the group in the strategic report.

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 Alun-Jones

J Silm

STREAMLINED ENERGY AND CARBON REPORTING

Below is a table detailing the Streamline Energy and Carbon reporting figures for 2025:

SECR Review. (Scope 1 and 2
emissions).

conversion
factor*

Combustion
(Scope 1)

Electricity
(Scope 2)

Ltrs-kg
s

kWh

kgCO2e /
kWh

kgCO2e

tCO2e

Gas

37,634,244

0.18259

6,871,637

6,872

-

Electricity

10,948,272

0.17489

1,914,743

1,915

-

1,915

Gasoil (Lts x
10.88)

224,608

2,443,735

2.72417

611,870

612

-

White Diesel
(Lts x 10.88)

81,554

887,308

2.53763

206,954

207

-

Propane (Kgs x
13.6)

22,204

301,973

2.99340

66,465

66

-

Bulk Calor (Lts
x 7.09)

292,202

2,071,712

1.74296

509,296

509

-

54,287,244

10,181

8,266

1,915

Energy use has increased significantly in 2025 due to an increase in winter crop.

*

Conversion figures from UK Government GHG Conversion Factors 2025

Kgs

Tonnes

kWh/Kg Fruit

tCO2/Tn Fruit

All crop yield 2019/20

6,765,089

6,765

7.41

1.693

All crop yield 2020/21

7,338,714

7,339

4.56

0.917

All crop yield 2021/22

7,123,150

7,123

4.69

0.944

All crop yield 2022/23

6,004,127

6,004

2.55

0.539

All crop yield 2023/24

6,260,964

6,261

4.50

0.895

All crop yield 2025

8,530,516

8,531

6.36

1.193

Below is a table detailing the Streamline Energy and Carbon reporting figures for 2024:

SECR Review. (Scope 1 and 2
emissions).

conversion
factor*

Combustion
(Scope 1)

Electricity
(Scope 2)

Ltrs-kg
s

kWh

kgCO2e /
kWh

kgCO2e

tCO2e

Gas

17,185,733

0.18253

3,136,912

3,137

-

Electricity

5,310,955

0.20493

1,088,374

1,088

-

1,088

Gasoil (Lts x
10.88)

195,777

2,130,054

2.72417

533,330

533

-

White Diesel
(Lts x 10.88)

81,387

885,491

2.47960

201,807

202

-

Propane (Kgs x
13.6)

27,357

372,055

2.99340

81,890

82

-

Bulk Calor (Lts
x 7.09)

321,855

2,281,952

1.74296

560,980

561

-

28,166,240

5,603

4,515

1,088

Energy use significantly increased in 2023/24 due to a longer reporting period and an increase in winter crop.

*

Conversion figures from UK Government GHG Conversion Factors 2024

Kgs

Tonnes

kWh/Kg Fruit

tCO2/Tn Fruit

All crop yield 2019/20

6,765,089

6,765

7.41

1.693

All crop yield 2020/21

7,338,714

7,339

4.56

0.917

All crop yield 2021/22

7,123,150

7,123

4.69

0.944

All crop yield 2022/23

6,004,127

6,004

2.55

0.539

All crop yield 2023/24

6,260,964

6,261

4.50

0.895

The Group is complying with the requirements of the Streamlines Energy and Carbon Reporting (SECR) by reporting UK energy use and Greenhouse Gas emissions under the guidelines published by HM Government in 2019.

The Scope 1 emissions of the Streamlined Energy and Carbon Reporting requirement considered here are from direct combustion energy sources

.

Scope 2 is for the electricity used on the UK sites of The Summer Berry Company.

Scope 3 emissions covering other energy uses (e.g. packaging and waste), capital investment and upstream/downstream consumption have not been included due to the complexity of capturing this information.

The energy use is heavily influenced by the glasshouse sites at Donaldsons and Leythorne nurseries.

The energy used overall is influenced by the following principal causes;

-

Market prices

-

Weather

-

Cropping and growing strategies

-

Expansion of operations

The following points should be considered, when looking at yield metrics;

-

Energy figures include on-site staff accommodation.

-

Energy used in the packhouse includes repackaged imported fruit.

Improved energy efficiency

-

A gas-powered Combined Heat and Power unit (CHP) was installed to generate electricity and utilise the heat
and CO2 generated as a byproduct, to boost our glasshouse crops.

-

Two industrial scale heat pumps were installed, totalling 2.5MW. This will efficiently use electricity from the
CHP generators to generate heat for 16ha of the glasshouse site.

-

A hot water storage tank with a capacity of 2 million litres was built to further boost the carbon efficiency of
our heat and electricity generation.

-

The total combined effect of the points above is a predicted carbon saving of 1300 tonnes.

EMPLOYMENT AND DISABILITY POLICY

The Group 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 Group does not discriminate on 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.

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 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 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 will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Alun-Jones - Director

15 October 2026

Opinion

We have audited the financial statements of Jerry's Berries 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 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 Directors' Responsibilities Statement set out on page seven, 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.

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.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications with component auditors included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment

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

JERRY'S BERRIES LIMITED (REGISTERED NUMBER: 12010093)

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

Notes

£'000

TURNOVER

3

77,799

66,188

Cost of sales

55,121

47,815

GROSS PROFIT

22,678

18,373

Administrative expenses

24,943

24,707

(2,265

)

(6,334

)

Other operating income

4

5,585

3,111

OPERATING PROFIT/(LOSS)

6

3,320

(3,223

)

Interest receivable and similar income

1

-

3,321

(3,223

)

Interest payable and similar expenses

8

2,349

2,735

PROFIT/(LOSS) BEFORE TAXATION

972

(5,958

)

Tax on profit/(loss)

9

701

629

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

271

(6,587

)

Profit/(loss) attributable to:

Owners of the parent

271

(6,587

)

JERRY'S BERRIES LIMITED (REGISTERED NUMBER: 12010093)

CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

Notes

£'000

PROFIT/(LOSS) FOR THE YEAR

271

(6,587

)

OTHER COMPREHENSIVE INCOME

Translation differences

867

(1,108

)

Income tax relating to other comprehensive
income

-

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

867

(1,108

)

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,138

(7,695

)

Total comprehensive income attributable to:

Owners of the parent

1,138

(7,695

)

FIXED ASSETS

Intangible assets

11

3,802

4,431

Tangible assets

12

46,833

45,091

Investments

13

201

205

50,836

49,727

CURRENT ASSETS

Stocks

14

3,712

5,166

Debtors

15

10,665

6,346

Cash at bank

420

895

14,797

12,407

CREDITORS

Amounts falling due within one year

16

12,377

8,216

NET CURRENT ASSETS

2,420

4,191

TOTAL ASSETS LESS CURRENT
LIABILITIES

53,256

53,918

CREDITORS

Amounts falling due after more than one
year

17

20,950

22,750

NET ASSETS

32,306

31,168

CAPITAL AND RESERVES

Called up share capital

21

661

Share premium

22

65,445

Translation reserve

22

(102

)

(969

)

Retained earnings

22

(33,698

)

(33,969

)

SHAREHOLDERS' FUNDS

32,306

31,168

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 Alun-Jones - Director

FIXED ASSETS

Intangible assets

11

-

Tangible assets

12

-

Investments

13

66,118

TOTAL ASSETS LESS CURRENT
LIABILITIES

66,118

CAPITAL AND RESERVES

Called up share capital

21

661

Share premium

22

65,445

Retained earnings

22

12

SHAREHOLDERS' FUNDS

66,118

Company's loss for the financial year

-

(52

)

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 Alun-Jones - Director

Called up

share

Retained

Share

Translation

Total

capital

earnings

premium

reserve

equity

£'000

Balance at 1 November 2023

250

(27,382

)

24,769

139

(2,224

)

Changes in equity

Issue of share capital

411

-

40,676

-

41,087

Total comprehensive income

-

(6,587

)

-

(1,108

)

(7,695

)

Balance at 31 December 2024

661

(33,969

)

65,445

(969

)

31,168

Changes in equity

Total comprehensive income

-

271

-

867

1,138

Balance at 31 December 2025

661

(33,698

)

65,445

(102

)

32,306

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£'000

Balance at 1 November 2023

250

64

24,769

25,083

Changes in equity

Issue of share capital

411

-

40,676

41,087

Total comprehensive income

-

(52

)

-

(52

)

Balance at 31 December 2024

661

12

65,445

66,118

Changes in equity

Balance at 31 December 2025

661

12

65,445

66,118

JERRY'S BERRIES LIMITED (REGISTERED NUMBER: 12010093)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

Notes

£'000

Cash flows from operating activities

Cash generated from operations

26

13,525

8,132

Interest paid

(2,349

)

(2,380

)

Tax paid

(1,053

)

(283

)

Net cash from operating activities

10,123

5,469

Cash flows from investing activities

Purchase of fixed asset investments

-

(205

)

Purchase of tangible assets

(9,307

)

(12,718

)

Sale of tangible fixed assets

70

9

Purchase of intangible fixed assets

(57

)

(160

)

Interest received

1

-

Net cash from investing activities

(9,293

)

(13,074

)

Cash flows from financing activities

New loans in year

-

2,200

New bank loans

-

11,080

Repayment of bank loans

(2,050

)

(1,070

)

Share issue

-

2,600

Net cash from financing activities

(2,050

)

14,810

(Decrease)/increase in cash and cash equivalents

(1,220

)

7,205

Cash and cash equivalents at
beginning of year

27

895

(6,413

)

Effect of foreign exchange rate changes

(309

)

103

Cash and cash equivalents at end of
year

27

(634

)

895

1.	STATUTORY INFORMATION

Jerry's Berries 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.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measure reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investment in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Foreign subsidiaries are translated, on consolidation, using the average rate for the period for the profit and loss. The spot rate is used for translation of the balance sheet. Any differences arsing as a result of the translation on consolidation are recognised within the translation reserve.

The consolidated financial statements incorporate those of Jerry's Berries Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

Subsidiaries that are considered to be immaterial to the group are not consolidated in the financial statements.

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 factors which indicate that such tangible assets may have been impaired. As such, the Directors have considered it necessary to estimate the recoverable amount of such assets. Where the recoverable amount is lower than the carry amount, an impairment loss is recognised in the profit and loss.

Impairment of goodwill

At each reporting date, management consider whether there are any indications that goodwill may have been impaired at the reporting date. Where the directors believe there may be an impairment in the value of goodwill, the recoverable amount is calculated and compared to the carrying amount of the goodwill. 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.

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, 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

Fixtures and fittings

-

20% on cost

Motor vehicles

-

between 20% and 25% on cost

Biological assets

-

at varying rates on cost

Office equipment

-

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 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.

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 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.

Levies

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

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.

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 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.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

United Kingdom

57,892

50,697

Europe

18,632

15,491

Rest of the world

1,275

-

77,799

66,188

4.	OTHER OPERATING INCOME

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

Other operating income

5,585

3,111

5.	EMPLOYEES AND DIRECTORS

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

Wages and salaries

31,751

28,795

Social security costs

4,294

3,726

Other pension costs

488

378

36,533

32,899

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

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

The average number of employees

1,270

1,172

The average number of employees are rounding to the nearest whole one employee.

Directors emoluments

Total directors remuneration for the period amounted to £577k (2024: £585k). Total directors' pension contributions to money purchase schemes amounted to £103k (2024: £68k).

The number of directors to whom retirement benefits were accruing under money purchase schemes was 2 (2024: 2).

The highest paid director received emoluments in the period totalling £369k (2024: £377k) and contributions to pension schemes of £69k (2024: £38k).

6.	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

Hire of plant and machinery

118

687

Other operating leases

-

54

Depreciation - owned assets

8,347

7,378

(Profit)/loss on disposal of fixed assets

(67

)

67

Goodwill amortisation

1,131

1,456

Computer software amortisation

66

52

Foreign exchange differences

(361

)

774

Operating leases - land rent

1

897

7.	AUDITORS' REMUNERATION

Period

01/11/2023

Year ended

to

31/12/25

31/12/2024

£'000

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

50

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

Bank loan interest

2,349

2,376

Other interest paid

-

359

2,349

2,735

9.

TAXATION

Analysis of the tax charge

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

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

Current tax:

UK corporation tax

701

629

Tax on profit/(loss)

701

629

Reconciliation of total tax charge included in profit and loss

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

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

Profit/(loss) before tax

972

(5,958

)

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

243

(1,490

)

Effects of:

Expenses not deductible for tax purposes

257

366

Increase in deferred tax asset not recognised

(61

)

1,570

Group amortisation not subject to tax

271

309

Impact of change in rate of deferred tax

(9

)

-

Overseas tax differences

-

67

Utilisation of losses

-

(188

)

Adjustments to tax charges in previous periods

-

(5

)

Total tax charge

701

629

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£'000

Translation differences

867

-

867

1/11/23 to 31/12/24

Gross

Tax

Net

£'000

Translation differences

(1,108

)

-

(1,108

)

Included within 'UK Corporation Tax' is £447k (2024: £435k) of tax charges in relation to a foreign subsidiary within the group.

10.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

11.	INTANGIBLE FIXED ASSETS

Group

Computer

Goodwill

software

Totals

£'000

COST

At 1 January 2025

15,576

295

15,871

Additions

-

57

Exchange differences

508

4

512

At 31 December 2025

16,084

356

16,440

AMORTISATION

At 1 January 2025

11,273

167

11,440

Amortisation for year

1,131

66

1,197

Exchange differences

-

1

At 31 December 2025

12,404

234

12,638

NET BOOK VALUE

At 31 December 2025

3,680

122

3,802

At 31 December 2024

4,303

128

4,431

The goodwill can be split as follows:

£1,031k being the goodwill owned by TSBC UK when the company became a member of the group.

£14,919k being the goodwill created upon the purchase of the group (£14,545k following translation adjustments).

The closing Net Book Value is:

£Nil (2024: £47k) being the goodwill owned by TSBC UK.

£3,680k (2024: £4,256k) being the goodwill upon the purchase of the group.

12.	TANGIBLE FIXED ASSETS

Group

Freehold

Leasehold

Growing

Plant and

property

systems

machinery

£'000

COST

At 1 January 2025

37,867

485

231

15,566

Additions

1,848

-

1,478

Disposals

(2

)

-

Exchange differences

932

-

36

Reclassification

(370

)

-

158

At 31 December 2025

40,275

485

231

17,238

DEPRECIATION

At 1 January 2025

5,467

120

231

6,244

Charge for year

1,822

25

-

1,863

Eliminated on disposal

(1

)

-

Exchange differences

305

-

14

At 31 December 2025

7,593

145

231

8,121

NET BOOK VALUE

At 31 December 2025

32,682

340

-

9,117

At 31 December 2024

32,400

365

-

9,322

Biological

Fixtures

assets and

and

Motor

irrigation

fittings

vehicles

systems

Totals

£'000

COST

At 1 January 2025

274

1,040

7,371

62,834

Additions

39

150

5,758

9,273

Disposals

-

(37

)

(2,253

)

(2,292

)

Exchange differences

11

44

306

1,329

Reclassification

10

235

-

33

At 31 December 2025

334

1,432

11,182

71,177

DEPRECIATION

At 1 January 2025

184

562

4,935

17,743

Charge for year

64

249

4,324

8,347

Eliminated on disposal

-

(35

)

(2,253

)

(2,289

)

Exchange differences

8

27

189

543

At 31 December 2025

256

803

7,195

24,344

NET BOOK VALUE

At 31 December 2025

78

629

3,987

46,833

At 31 December 2024

90

478

2,436

45,091

The net book value of assets held under the finance leases or hire purchase contracts included above is £Nil (2024: £2k) and the depreciation charge for the period is £2k (2024: £2k).

At the reporting date, management considered whether the tangible fixed assets presented any indication of impairment. No indications of impairment were identified during the review (2024: £Nil).

13.	FIXED ASSET INVESTMENTS

Group

Company

2025

2024

2025

2024

£'000

Shares in group undertakings

-

66,118

Other investments

201

205

-

201

205

66,118

Additional information is as follows:

Investments (neither listed nor unlisted) were as follows:

2025

2024

£'000

Other fixed asset investment

205

-

Additions

-

205

Reclassification

(4

)

-

201

205

Company

Shares in

group

undertakings

£'000

COST

At 1 January 2025

and 31 December 2025

66,118

NET BOOK VALUE

At 31 December 2025

66,118

At 31 December 2024

66,118

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

The Summer Berry Company Holdings Limited

Registered office: 4 Sloane Terrace, London, England, SW1X 9DQ

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

31/12/25

31/12/24

£'000

Aggregate capital and reserves

57,308

57,155

Profit for the year/period

153

-

On 22 May 2019 the company acquired 100% of the share capital of The Summer Berry Company Holdings Limited. On 13 September 2019 that company in turn purchased 100% of the share capital of The Summer Berry Company UK and TSBC Propagation Limited, and The Summer Berry Company Holdings Limited and The Summer Berry Company UK each purchased 50% of the share capital of The Summer Berry Company Portugal, SA, all on the same date.

The subsidiaries included in the consolidated accounts are therefore:

The Summer Berry Company Holdings Limited

The Summer Berry Company UK

TSBC Propagation Limited

The Summer Berry Company Portugal, SA

AT Berry Farms, Unipessoal LDA

The Summer Berry Company Morocco

The consolidated figures for the year include those of AT Berry Farms, Unipessoal LDA a 100% subsidiary of The Summer Berry Company Portugal, SA.

SBAF - Summer Farming LDA is a 100% subsidiary of The Summer Berry Company Portugal, SA. This is considered to be immaterial to the group and therefore, is not consolidated in these financial statements.

The Summery Berry Company South Africa (SA) is a 100% subsidiary of The Summer Berry Company Holdings Limited. The entity is considered to be immaterial to the group and therefore has not been consolidated into these financial statements. The investments in this entities is included within 'Other investments' in the consolidated group financial statements.

Included within the reclassification of 'Other investments' of £4k is the share capital in The Summer Berry Company Morocco. This company is a 100% subsidiary of The Summer Berry Company Holdings Limited. The entity was not consolidated in the financial statements in the prior period due to the entity not being material to the group. The entity has been fully consolidated in the financial statements for the period ended 31 December 2025.

14.

STOCKS

Group

2025

2024

£'000

Stocks

3,386

4,859

Raw materials

326

307

3,712

5,166

15.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2025

2024

£'000

Trade debtors

4,005

1,476

Other debtors

4,492

2,639

R&D tax credit

-

487

VAT

1,143

449

Prepayments and accrued income

1,025

1,295

10,665

6,346

16.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2025

2024

£'000

Bank loans and overdrafts (see note 18)

2,854

2,050

Hire purchase contracts (see note 19)

-

2

Trade creditors

4,353

2,159

Corporation Tax

74

427

Social security and other taxes

477

444

Other creditors

505

149

Accruals and deferred income

4,114

2,985

12,377

8,216

17.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2025

2024

£'000

Bank loans (see note 18)

20,950

22,750

18.

LOANS

An analysis of the maturity of loans is given below:

Group

2025

2024

£'000

Amounts falling due within one year or on

demand:

Bank overdrafts

1,054

-

Bank loans

1,800

2,050

2,854

2,050

Amounts falling due between one and two

years:

Bank loans - 1-2 years

13,450

1,800

Amounts falling due between two and five

years:

Bank loans - 2-5 years

7,500

20,950

19.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Hire purchase

contracts

2025

2024

£'000

Net obligations repayable:

Within one year

-

2

Group

Non-cancellable

operating leases

2025

2024

£'000

Within one year

804

959

Between one and five years

3,166

3,256

In more than five years

7,487

8,195

11,457

12,410

On 13 September 2019 a new lease agreement was signed between the Church and the group. The lease is for Groves Farm Colworth and the duration of the lease is for 20 years.

Lease payments recognised as administrative expenses in 2025 amounted to £805,719 (2023/24: £919,626).

20.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2025

2024

£'000

Bank loans

22,750

24,800

Hire purchase contracts

-

2

22,750

24,802

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

Included within bank loans, is a bank loan of £11,550k (December 2024: £13,300k) with a maturity date of 30 June 2027. Interest is charged on the loan at a rate of 3.85% + SONIA.

Included within bank loans is £7,500k (2024: £7,500k) relating to revolving loan facilities. Interest is charged on the loan at a rate of 3.85% + SONIA and the rollover date of the facilities is 30 June 2027.

Included within bank loans is £3,700k (2024: £4,000K) relating to GES Capex loan facilities. Interest is charged on the loan at a rate of 3.65% + SONIA and the rollover date of the facilities is 30 June 2027.

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.

-

First Legal Charge dated 21 November 2019 over Freehold Property known as Donaldson & Leythorne
Nurseries, Runcton, Chichester, PO20 1QD.

-

First Legal Charge dated 21 November 2019 over Leasehold Property known as Groves Farm, Colworth,
North Bersted, West Sussex, PO20 2DX.

-

First Legal Charge dated 28 June 2024 over Freehold Property known as Leythorne Nursery,
Runcton,Chichester, PO20 1QB. Including 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.

21.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

66,105,865

Ordinary shares

£0.01

661,058

Called-up share capital represents the nominal value of shares that have been issued.

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.

22.

RESERVES

Group

Retained

Share

Translation

earnings

premium

reserve

Totals

£'000

At 1 January 2025

(33,969

)

65,445

(969

)

30,507

Profit for the year

271

-

271

Translation differences

-

867

At 31 December 2025

(33,698

)

65,445

(102

)

31,645

Company

Retained

Share

earnings

premium

Totals

£'000

At 1 January 2025

12

65,445

65,457

Profit for the year

-

At 31 December 2025

12

65,445

65,457

Within equity there are the following reserves:

Share capital

-

This represents the nominal value of issued share capital.

-

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.

Share premium

-

The share premium reserve represents the difference in between the nominal value of the share capital
issued and the issue price received.

Retained earnings

-

The retained earnings reserve represents the cumulative profits and losses after dividends since
incorporation.

Translation reserve

-

The translation reserve represents the cumulative foreign exchange differences from the translation of
foreign subsidiaries financial statements on consolidation.

23.	PENSION COMMITMENTS

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £36k (2024: £5k) were payable to the fund at the period-end and are included in creditors.

24.	RELATED PARTY DISCLOSURES - COMPANY

Jerry's Berries Limited - Parent company

Cibus Co-invest LP - shareholder

Cibus Fund LP - shareholder

Cibus Clara Fund LP - shareholder

During the period, interest amounting to £Nil (2024: £61k) was paid to Cibus Co-invest III LP.

During the prior period, Cibus Co-invest III LP obtained a further 6,609,125 Ordinary shares in Jerry's Berries Limited for £6,609k. The share issue was for Ordinary shares with a nominal value of £0.01 each and was settled by way of a debt for equity conversion at a price of one share per £1 of debt.

During the period, interest amounting to £Nil (2024: £233k) was paid to Cibus Fund LP.

During the prior period, Cibus Fund LP obtained a further 25,267,306 Ordinary shares in Jerry's Berries Limited for £25,267k. The share issue was for Ordinary shares with a nominal value of £0.01 each and was settled by way of a debt for equity conversion at a price of one share per £1 of debt.

During the period, interest amounting to £Nil (2024: £61k) was paid to Cibus Clara Fund LP.

During the prior period, Cibus Clara Fund LP obtained a further 6,610,602 Ordinary shares in Jerry's Berries Limited for £6,611k. The share issue was for Ordinary shares with a nominal value of £0.01 each and was settled by way of a debt for equity conversion at a price of one share per £1 of debt.

During the prior period there was a rights issue of Ordinary shares which was fully subscribed. The issue was

for 2,600,000 Ordinary shares with a nominal value of £0.01 at a price of £1 per share. This was subscribed as follows:

Cibus Co-invest III LP

-

446,481 Ordinary shares

Cibus Fund LP

-

1,706,938 Ordinary shares

Cibus Clara Fund LP

-

446,581 Ordinary shares

The Summer Berry Company Portugal - subsidiary company

At the period end the company was owed €Nil (2024: €5k) by SBAF - Summer Farming LDA (HH II Farming Portugal).

The Summer Berry Company UK - subsidiary company

During the prior period, the company acquired shares in The Chichester Food and Drink Company Limited, representing a significant interest. The shares were acquired via a debt for equity swap amounting to £200k.

During the period, the company made sales to, and purchases from, The Chichester Food and Drink Company Limited of £80k (2024: £87k) and £Nil (2024: £1k) respectively. There were also sales credits issued to The Chichester Food and Drink Company Limited of £55k (2024: £Nil). At the balance sheet date, the company was owed £4k (2024: £24k) from The Chichester Food and Drink Company Limited.

During the year, a total of key management personnel compensation of £1,983k (2024: £778k) was paid.

25.	ULTIMATE CONTROLLING PARTY

The group 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).

26.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1/11/23

Year Ended

to

31/12/25

31/12/24

£'000

Profit/(loss) before taxation

972

(5,958

)

Depreciation charges

8,261

7,386

(Profit)/loss on disposal of fixed assets

(67

)

67

Amortisation

1,164

1,482

RDEC received within the year

487

854

RDEC received post year end

-

(617

)

Finance costs

2,349

2,735

Finance income

(1

)

-

13,165

5,949

Decrease/(increase) in stocks

1,454

(93

)

(Increase)/decrease in trade and other debtors

(4,114

)

3,075

Increase/(decrease) in trade and other creditors

3,020

(799

)

Cash generated from operations

13,525

8,132

27.	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

£'000

Cash and cash equivalents

420

895

Bank overdrafts

(1,054

)

-

(634

)

895

Period ended 31 December 2024

31/12/24

1/11/23

£'000

Cash and cash equivalents

895

367

Bank overdrafts

-

(6,780

)

895

(6,413

)

28.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/25

Cash flow

At 31/12/25

£'000

Net cash

Cash at bank

895

(475

)

420

Bank overdrafts

-

(1,054

)

(1,054

)

895

(1,529

)

(634

)

Debt

Finance leases

(2

)

2

-

Debts falling due within 1 year

(2,050

)

250

(1,800

)

Debts falling due after 1 year

(22,750

)

1,800

(20,950

)

(24,802

)

2,052

(22,750

)

Total

(23,907

)

523

(23,384

)