REGISTERED NUMBER: 03262617 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 28 February 2026

for

Newberry International Produce Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

Directors:

Mrs G L Taylor

S Taylor

L K Rowley

Registered office:

Hazel Park

Dymock Road

Ledbury

HR8 2JQ

Registered number:

03262617 (England and Wales)

Auditors:

Nuvo Audit Limited

First Floor, Sterling House,

Outrams Wharf

Little Eaton

Derbyshire

DE21 5EL

The directors present their strategic report of the company and the group for the year ended 28 February 2026.

Review of business

The Company has delivered sales of £64.2m for the year representing growth of £16.1m (33%) over 2025 levels. The growth has been achieved through strong performance in all market sectors in the UK and internationally along with the successful launch of a range of new retail products towards the end of year. Margins were broadly in line with the previous year despite some significant fluctuations in raw material prices. As a result the overall Gross Profit grew to £9.0m, up from £7.1m in 2025.

Overheads were in line with 2025 with no major changes to the Company's operating cost base.

Despite the Company continuing to invest in personnel, plant and technology to deliver longer term growth plans, the increase in activity levels saw operating profit improve to £4.2m.

The balance sheet has continued to be strengthened from the retained profits with net assets increasing to £9.3m and net current assets improving by £1.5m to £3.3m.

Principal risks and uncertainties

The principal risks faced by the business continue to be the supply of quality produce, exposure to foreign exchange movements and capacity risk. These are being addressed as follows:

- Produce risks are managed through carrying increased stock in key product categories and entering into

medium term agreements with the company's global supplier network;

- Foreign currency exposure is managed through entry into forward hedging products; and

- Medium term capacity risk is addressed through ongoing investment in the company's new operating site in the

UK which become operational in 2024.

Key performance indicators

The company monitors a range of KPIs covering financial performance, working capital management, technical, health and safety, customer complaints and environmental matters.

In March 2026 Newberry's Ledbury site was re-awarded the highest achievable AA+ quality rating from the British Retail Consortium reflecting the focus on quality assurance and food safety throughout the company.

Future developments

The directors consider the Business well placed for further expansion over the next 24 months with further investment planned in new lines and automation at the production facility at Ledbury. Future performance is largely underpinned by contracted revenues with key customers through to 2027.

On behalf of the board:

Mrs G L Taylor - Director

22 October 2026

The directors present their report with the financial statements of the company and the group for the year ended 28 February 2026.

Dividends

Interim dividends of £2,846.44 (2025 £4,119.85) per share were declared by the directors.

The total distribution of dividends for the year ended 28 February 2026 was £760,000 (2025 £1,100,000).

Directors

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

Mrs G L Taylor

S Taylor

L K Rowley

Political donations and expenditure

There were no political donations in the year.

Statement of directors' responsibilities

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors

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

On behalf of the board:

Mrs G L Taylor - Director

22 October 2026

Opinion

We have audited the financial statements of Newberry International Produce Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 28 February 2026 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We enquired with management about the legal framework that the company operates in. We also enquired about the risk of fraud and whether they were aware of any instances of fraud.

We communicated the outcome of this risk assessment with the audit team and planned our audit work accordingly. Our work in these areas is limited to analytical procedures and inspection of relevant documentation. Where a breach of operational regulations is not disclosed to us, or it is not evident from documentation that we receive during the audit, an audit will not detect that breach.

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.

Robin Graham Mason (Senior Statutory Auditor)

for and on behalf of Nuvo Audit Limited

First Floor, Sterling House,

Outrams Wharf

Little Eaton

Derbyshire

DE21 5EL

22 October 2026

TURNOVER

3

64,261,205

48,168,635

Cost of sales

(55,254,657

)

(41,043,978

)

GROSS PROFIT

9,006,548

7,124,657

Administrative expenses

(4,050,190

)

(4,137,906

)

OPERATING PROFIT

5

4,956,358

2,986,751

Income from interest in associated undertakings

85,217

179,580

Interest receivable and similar income

445

1,147

5,042,020

3,167,478

Interest payable and similar expenses

6

(849,028

)

(874,442

)

PROFIT BEFORE TAXATION

4,192,992

2,293,036

Tax on profit

7

(998,959

)

(540,311

)

PROFIT FOR THE FINANCIAL YEAR

3,194,033

1,752,725

Profit attributable to:

Owners of the parent

3,194,033

1,752,725

PROFIT FOR THE YEAR

3,194,033

1,752,725

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,194,033

1,752,725

Note

Prior year adjustment

10

142,941

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

3,336,974

Total comprehensive income attributable to:

Owners of the parent

3,336,974

1,752,725

FIXED ASSETS

Tangible assets

11

10,794,100

10,943,942

Investments

12

Interest in associate

175,790

171,498

Other investments

-

4,292

10,969,890

11,119,732

CURRENT ASSETS

Stocks

13

14,249,702

8,010,084

Debtors

14

9,327,806

6,726,210

Cash at bank

540,404

386,840

24,117,912

15,123,134

CREDITORS

Amounts falling due within one year

15

(20,757,697

)

(13,334,136

)

NET CURRENT ASSETS

3,360,215

1,788,998

TOTAL ASSETS LESS CURRENT LIABILITIES

14,330,105

12,908,730

CREDITORS

Amounts falling due after more than one year

16

(3,363,203

)

(4,448,845

)

PROVISIONS FOR LIABILITIES

20

(1,644,652

)

(1,639,584

)

NET ASSETS

9,322,250

6,820,301

CAPITAL AND RESERVES

Called up share capital

21

267

267

Share premium

22

289,765

289,765

Capital redemption reserve

22

1,084

1,084

Retained earnings

22

9,031,134

6,529,185

SHAREHOLDERS' FUNDS

9,322,250

6,820,301

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

Mrs G L Taylor - Director

FIXED ASSETS

Tangible assets

11

10,794,100

10,943,942

Investments

12

32,849

32,849

10,826,949

10,976,791

CURRENT ASSETS

Stocks

13

13,876,880

8,010,084

Debtors

14

9,446,696

6,726,210

Cash at bank

479,519

386,840

23,803,095

15,123,134

CREDITORS

Amounts falling due within one year

15

(20,713,319

)

(13,334,135

)

NET CURRENT ASSETS

3,089,776

1,788,999

TOTAL ASSETS LESS CURRENT LIABILITIES

13,916,725

12,765,790

CREDITORS

Amounts falling due after more than one year

16

(3,363,203

)

(4,448,845

)

PROVISIONS FOR LIABILITIES

20

(1,644,652

)

(1,639,584

)

NET ASSETS

8,908,870

6,677,361

CAPITAL AND RESERVES

Called up share capital

21

267

267

Share premium

22

289,765

289,765

Capital redemption reserve

22

1,084

1,084

Retained earnings

22

8,617,754

6,386,245

SHAREHOLDERS' FUNDS

8,908,870

6,677,361

Company's profit for the financial year

2,991,509

1,609,785

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

Mrs G L Taylor - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 March 2024

267

5,876,460

289,765

1,084

6,167,576

Changes in equity

Dividends

-

(1,100,000

)

-

-

(1,100,000

)

Total comprehensive income

-

1,609,784

-

-

1,609,784

Balance at 28 February 2025

267

6,386,244

289,765

1,084

6,677,360

Prior year adjustment

-

142,941

-

-

142,941

As restated

267

6,529,185

289,765

1,084

6,820,301

Changes in equity

Subsidiary pre consolidation reserves

-

67,916

-

-

67,916

Dividends

-

(760,000

)

-

-

(760,000

)

Total comprehensive income

-

3,194,033

-

-

3,194,033

Balance at 28 February 2026

267

9,031,134

289,765

1,084

9,322,250

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 March 2024

267

5,876,460

289,765

1,084

6,167,576

Changes in equity

Dividends

-

(1,100,000

)

-

-

(1,100,000

)

Total comprehensive income

-

1,609,785

-

-

1,609,785

Balance at 28 February 2025

267

6,386,245

289,765

1,084

6,677,361

Changes in equity

Dividends

-

(760,000

)

-

-

(760,000

)

Total comprehensive income

-

2,991,509

-

-

2,991,509

Balance at 28 February 2026

267

8,617,754

289,765

1,084

8,908,870

Cash flows from operating activities

Cash generated from operations

1

(1,525,231

)

1,403,621

Interest paid

(710,487

)

(756,715

)

Interest element of hire purchase payments paid

(138,541

)

(117,727

)

Amount received/loaned to joint venture

-

58,371

Tax paid

(334,951

)

52,218

Net cash from operating activities

(2,709,210

)

639,768

Cash flows from investing activities

Purchase of tangible fixed assets

(851,810

)

(698,931

)

Purchase of fixed asset investments

-

(4,292

)

Sale of tangible fixed assets

17,380

12,000

On initial consolidation of subsidiary

72,208

-

Interest received

445

1,147

Dividends received

76,271

25,724

Net cash from investing activities

(685,506

)

(664,352

)

Cash flows from financing activities

Loan repayments in year

(812,971

)

(1,564,079

)

Capital repayments in year

(568,301

)

(471,857

)

Amount introduced by directors

-

1,674

Amount withdrawn by directors

(1,674

)

(10,000

)

Additional finance lease capital

240,898

1,474,241

Equity dividends paid

(760,000

)

(1,100,000

)

Net cash from financing activities

(1,902,048

)

(1,670,021

)

Decrease in cash and cash equivalents

(5,296,764

)

(1,694,605

)

Cash and cash equivalents at beginning of year

2

(6,341,793

)

(4,647,188

)

Cash and cash equivalents at end of year

2

(11,638,557

)

(6,341,793

)

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

2026

2025

as restated

£

£

Profit before taxation

4,192,992

2,293,036

Depreciation charges

986,742

930,902

Profit on disposal of fixed assets

(2,470

)

(3,933

)

Finance costs

849,028

874,442

Finance income

(85,662

)

(180,727

)

5,940,630

3,913,720

Increase in stocks

(6,239,618

)

(1,154,059

)

Increase in trade and other debtors

(2,601,596

)

(1,496,776

)

Increase in trade and other creditors

1,375,353

140,736

Cash generated from operations

(1,525,231

)

1,403,621

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 28 February 2026

28.2.26

1.3.25

£

£

Cash and cash equivalents

540,404

386,840

Bank overdrafts

(12,178,961

)

(6,728,633

)

(11,638,557

)

(6,341,793

)

Year ended 28 February 2025

28.2.25

1.3.24

as restated

£

£

Cash and cash equivalents

386,840

571,567

Bank overdrafts

(6,728,633

)

(5,218,755

)

(6,341,793

)

(4,647,188

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.3.25

Cash flow

At 28.2.26

£

£

£

Net cash

Cash at bank

386,840

153,564

540,404

Bank overdrafts

(6,728,633

)

(5,450,328

)

(12,178,961

)

(6,341,793

)

(5,296,764

)

(11,638,557

)

Debt

Finance leases

(2,233,151

)

327,403

(1,905,748

)

Debts falling due within 1 year

(805,576

)

107,574

(698,002

)

Debts falling due after 1 year

(2,799,536

)

705,394

(2,094,142

)

(5,838,263

)

1,140,371

(4,697,892

)

Total

(12,180,056

)

(4,156,393

)

(16,336,449

)