REGISTERED NUMBER: 03262617 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 28 February 2025

for

Newberry International Produce Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit and Loss Account

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

16

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)

Senior statutory auditor:

Russell John Spencer

Auditors:

Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

The directors present their strategic report for the year ended 28 February 2025.

Review of business

The directors are pleased to report sales growth for the year of £1.1m over 2024 levels whilst output volumes increased by 9.2% . The growth was primarily achieved from the continued development of international markets. Margins in the second half of the year came under pressure, primarily through an increase in certain raw material prices but, despite this, Gross profit remained strong at £7.125m.

Overhead increases of £1.65m are largely attributed to the new manufacturing site at Ledbury, notably depreciation rising to £931,000.

The company continued to invest in personnel, plant and technology to deliver longer term growth plans, resulting in a reduction in operating profit to £3m.

The balance sheet has continued to be strengthened from the retained profits with net assets improving to £6.7m.

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.

Section 172(1) statement

The Directors of the Company are required by Section 172 of the Companies Act 2006 to act in a way that promotes the success of the Company for the benefit of stakeholders as a whole and in doing so, they must also have regard to wider expectations of responsible business behaviour, specifically:

(a) the likely consequences of any decision in the long term;

(b) the interests of the Company's people;

(c) the need to foster the Company's business relationships with suppliers, customers and others;

(d) the impact of the Company's operations on the community and the environment;

(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and

(f) the need to act fairly between members of the Company.

The Shareholders who are also Directors of the company, understand the importance of engagement with its key stakeholders as only in this way can it truly understand their needs and concerns to support its decision making, and the likely impact of those decisions on each stakeholder group. The Company uses a variety of methods to engage, both formally and informally, believing that much can be gained from personal interaction.

The Directors consider they have fulfilled their duty in respect of Section 172, both individually and collectively, and that it has acted in the way it considers would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1) (a) to (f) of the Act) in the decisions taken during the year ended 28 February 2025.

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 April 2025 Newberry's Ledbury site was 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 2026.

On behalf of the board:

Mrs G L Taylor - Director

19 November 2025

The directors present their report with the financial statements of the company for the year ended 28 February 2025.

Principal activity

The principal activity of the company in the year under review was that of trading of fruit and vegetable products.

Dividends

Interim dividends of £4,119.85 (2024 £1,895.13) per share were declared by the directors.

The total distribution of dividends for the year ended 28 February 2025 was £1,100,000 (2024 £506,000).

Directors

The directors shown below have held office during the whole of the period from 1 March 2024 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 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 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 company's auditors are aware of that information.

Auditors

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

On behalf of the board:

Mrs G L Taylor - Director

19 November 2025

Opinion

We have audited the financial statements of Newberry International Produce Ltd (the 'company') for the year ended 28 February 2025 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 28 February 2025 and of its 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 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 Statement of Directors' Responsibilities set out on page four, 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:

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.

Russell John Spencer (Senior Statutory Auditor)

for and on behalf of Acre Accountancy Limited

Statutory Auditor

Certified Accountants

Unit 2 Foley Works

Foley Trading Estate

Hereford

Herefordshire

HR1 2SF

19 November 2025

TURNOVER

4

48,168,635

47,043,448

Cost of sales

(41,043,978

)

(39,460,400

)

GROSS PROFIT

7,124,657

7,583,048

Administrative expenses

(4,137,905

)

(2,468,170

)

OPERATING PROFIT

6

2,986,752

5,114,878

Income from fixed asset investments

25,724

-

Interest receivable and similar income

1,147

17,500

3,013,623

5,132,378

Interest payable and similar expenses

7

(874,442

)

(901,536

)

PROFIT BEFORE TAXATION

2,139,181

4,230,842

Tax on profit

8

(529,396

)

(1,007,673

)

PROFIT FOR THE FINANCIAL YEAR

1,609,785

3,223,169

PROFIT FOR THE YEAR

1,609,785

3,223,169

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,609,785

3,223,169

FIXED ASSETS

Tangible assets

10

10,943,942

11,183,980

Investments

11

32,849

28,557

10,976,791

11,212,537

CURRENT ASSETS

Stocks

12

8,010,084

6,856,025

Debtors

13

6,726,210

5,364,355

Cash at bank

386,840

571,567

15,123,134

12,791,947

CREDITORS

Amounts falling due within one year

14

(13,334,135

)

(11,895,545

)

NET CURRENT ASSETS

1,788,999

896,402

TOTAL ASSETS LESS CURRENT LIABILITIES

12,765,790

12,108,939

CREDITORS

Amounts falling due after more than one year

15

(4,448,845

)

(4,641,352

)

PROVISIONS FOR LIABILITIES

19

(1,639,584

)

(1,300,011

)

NET ASSETS

6,677,361

6,167,576

CAPITAL AND RESERVES

Called up share capital

20

267

267

Share premium

21

289,765

289,765

Capital redemption reserve

21

1,084

1,084

Retained earnings

21

6,386,245

5,876,460

SHAREHOLDERS' FUNDS

6,677,361

6,167,576

The financial statements were approved by the Board of Directors and authorised for issue on 19 November 2025 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 2023

267

3,159,291

289,765

1,084

3,450,407

Changes in equity

Dividends

-

(506,000

)

-

-

(506,000

)

Total comprehensive income

-

3,223,169

-

-

3,223,169

Balance at 29 February 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

Cash flows from operating activities

Cash generated from operations

1

1,403,621

6,901,350

Interest paid

(756,715

)

(855,914

)

Interest element of hire purchase payments paid

(117,727

)

(45,622

)

Amount received/loaned to joint venture

58,371

76,686

Tax paid

52,218

(94,484

)

Net cash from operating activities

639,768

5,982,016

Cash flows from investing activities

Purchase of tangible fixed assets

(698,931

)

(6,719,424

)

Purchase of fixed asset investments

(4,292

)

-

Sale of tangible fixed assets

12,000

-

Sale of fixed asset investments

-

431,004

Interest received

1,147

17,500

Dividends received

25,724

-

Net cash from investing activities

(664,352

)

(6,270,920

)

Cash flows from financing activities

New loans in year

-

750,000

Loan repayments in year

(1,564,079

)

(613,796

)

Capital repayments in year

(471,857

)

(214,366

)

Amount introduced by directors

1,674

33,290

Amount withdrawn by directors

(10,000

)

(33,290

)

Additional finance lease capital

1,474,241

1,248,966

Equity dividends paid

(1,100,000

)

(506,000

)

Net cash from financing activities

(1,670,021

)

664,804

(Decrease)/increase in cash and cash equivalents

(1,694,605

)

375,900

Cash and cash equivalents at beginning of year

2

(4,647,188

)

(5,023,088

)

Cash and cash equivalents at end of year

2

(6,341,793

)

(4,647,188

)

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

2025

2024

£

£

Profit before taxation

2,139,181

4,230,842

Depreciation charges

930,902

174,965

Profit on disposal of fixed assets

(3,933

)

(373,889

)

Finance costs

874,442

901,536

Finance income

(26,871

)

(17,500

)

3,913,721

4,915,954

(Increase)/decrease in stocks

(1,154,059

)

2,615,686

(Increase)/decrease in trade and other debtors

(1,496,776

)

861,665

Increase/(decrease) in trade and other creditors

140,735

(1,491,955

)

Cash generated from operations

1,403,621

6,901,350

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 2025

28.2.25

1.3.24

£

£

Cash and cash equivalents

386,840

571,567

Bank overdrafts

(6,728,633

)

(5,218,755

)

(6,341,793

)

(4,647,188

)

Year ended 29 February 2024

29.2.24

1.3.23

£

£

Cash and cash equivalents

571,567

2,155,161

Bank overdrafts

(5,218,755

)

(7,178,249

)

(4,647,188

)

(5,023,088

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.3.24

Cash flow

At 28.2.25

£

£

£

Net cash

Cash at bank

571,567

(184,727

)

386,840

Bank overdrafts

(5,218,755

)

(1,509,878

)

(6,728,633

)

(4,647,188

)

(1,694,605

)

(6,341,793

)

Debt

Finance leases

(1,230,767

)

(1,002,384

)

(2,233,151

)

Debts falling due within 1 year

(1,449,676

)

644,100

(805,576

)

Debts falling due after 1 year

(3,719,515

)

919,979

(2,799,536

)

(6,399,958

)

561,695

(5,838,263

)

Total

(11,047,146

)

(1,132,910

)

(12,180,056

)

1.	STATUTORY INFORMATION

Newberry International Produce Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for sales of good and services in the ordinary course of the business. Turnover is shown net of Value Added Tax, for goods and services provided to customers and recognised upon receipt of delivery.

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

-

5% on cost

Improvements to property

-

20% on cost

Plant and machinery

-

10% on cost

Fixtures and fittings

-

15% on cost

Motor vehicles

-

20% on cost

Office equipment

-

15% on cost

Investments in subsidiaries and associates

Investments in subsidiary and associate undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Forward foreign exchange gains and losses are assessed and provided for at the balance sheet date.

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.

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.

Financial instruments

Financial instruments are classified and accounted for according to the substance of the contractual arrangement. They are classified as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

36,154,577

37,321,363

Europe

11,107,656

9,332,913

Rest of the world

906,402

389,172

48,168,635

47,043,448

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,622,838

2,088,192

Social security costs

200,474

164,221

Other pension costs

112,816

210,197

2,936,128

2,462,610

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

2025

2024

Directors

3

3

Admin

23

25

Production

54

44

80

72

2025

2024

£

£

Directors' remuneration

131,472

128,960

Directors' pension contributions to money purchase schemes

80,490

179,534

6.	OPERATING PROFIT

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

2025

2024

£

£

Other operating leases

26,800

23,050

Depreciation - owned assets

930,902

174,965

Profit on disposal of fixed assets

(3,933

)

(373,889

)

Auditors' remuneration

18,165

17,736

Foreign exchange differences

70,470

160,984

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

632,524

763,279

HMRC interest

-

4,512

Mortgage

124,191

88,123

Hire purchase

117,727

45,622

874,442

901,536