REGISTERED NUMBER: 05155045 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Period

3 March 2024 to 1 March 2025

for

Grovetree Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

6

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

16

DIRECTORS:

J W Hammond

A E Hammond

SECRETARY:

P A Thompson

REGISTERED OFFICE:

New Farm

Mansfield Road

Redhill

Nottinghamshire

NG5 8PB

REGISTERED NUMBER:

05155045 (England and Wales)

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

The directors present their strategic report for the 52-week period from 3 March 2024 to 1 March 2025.

OPERATIONAL AND FINANCIAL OVERVIEW

The Group supplies fresh produce and cold-pressed rapeseed oil and provides contract packing services to other food producers. Group companies enjoy a varied customer base, including supermarkets, wholesale food suppliers and other food producers. Key suppliers to the Group include produce growers, rapeseed merchants and growers, packaging distributors, agency labour providers and suppliers of fuel and energy.

During the period, the Group succeeded in delivering an increase in operating profits to £378,000 on sales of £23.8m, compared with £221,000 on sales of £21.0m last year.

Hammond Produce Limited supplies fresh produce and has reported a small downturn in profitability during the period. This followed an unusually wet winter in 2024/25, which caused poor quality supplies of some UK fresh produce as well as reduced availability. In turn, during the last two months of the period, this caused lower production yields and increased costs of both produce purchased and direct labour.

Our businesses producing and selling cold-pressed rapeseed oil and providing contract packing services comprise Phoenix Speciality Oils Limited ("PSOL"), Hammond Food Oils Limited ("HFOL") and Wharfe Valley Oils Limited ("WVOL"). Together, these businesses enjoyed both increased sales and improved operating profits, compared with the previous period.

The Group's transport fleet is used mainly for customer deliveries, with spare capacity sold to third parties when possible. External demand reduced slightly compared with the previous period.

There were continuing challenges in recruiting direct labour operatives as well as agency labour to cover periods of increased activity. To attract and retain skilled direct labour, the Group has continued to operate bonus incentive schemes, which give the opportunity for talented operatives to earn more than the national minimum wage.

The Group has continued to maintain tight control of cash and working capital throughout the year. Each business prepares weekly cash forecasts, with a 13-week time horizon, which are monitored daily and updated every week. As a result of these controls, the Group has continued to operate with in-hand cash balances throughout the year.

NORMAL BUSINESS RISKS & UNCERTAINTIES

Hammond Produce Limited

Extremes of weather can have a significant impact on the quality and availability of fresh produce processed by the company. To minimise the potential impact on financial performance, the company buys from a number of produce growers, both in the UK and overseas. A key supplier is a related company, T Hammond Farms Limited, which grows fresh produce on a number of separate areas of farmland, each with different growing characteristics, and has extensive irrigation facilities for periods of low rainfall. In addition, Hammond Produce Limited operates medium-term cold storage facilities.

Customer demand fluctuates depending upon the season of the year, any supermarket promotional activities, changes in the weather and any changes in demand from end-consumers. The business works in partnership with its customers to understand their requirements and to manage demand where feasible. The company sells a range of fresh produce to spread demand across the year and to avoid over-reliance on a single type of produce.

The production process is labour intensive and requires suitably skilled people. The company employs a core workforce of directly employed staff and works in partnership with agency labour providers which supply additional staff during periods of high demand.

Phoenix Speciality Oils Limited, Hammond Food Oils Limited and Wharfe Valley Oils Limited

These three companies work closely together. PSOL operates a modern and mechanised plant to produce cold-pressed rapeseed oil and to bottle foodstuffs, manufacture short-run food products and to press other plant seeds to produce high-quality oils. To minimise the risk of equipment down time, the company operates a number of production lines; in addition, the business adopts a rigorous service protocol and holds stocks of critical machine spares.

HFOL and WVOL enjoy leading positions in their respective markets for cold-pressed rapeseed oil. Any deterioration in the market could have a negative impact on profitability, but the continuing consumer demand for healthier food oils has reduced this risk. Both companies work closely with a number of suppliers and growers to ensure the consistent high quality of rapeseed supplies. They use only high-quality rapeseed and every production batch is tested to ensure the highest quality standards.

Yields can vary depending on the strain of seed, the temperature when pressed, moisture content and the press settings. Seed prices can fluctuate in response to market forces, which can impact adversely on margins.

The companies operate with a few key customers, ensuring strong customer focus, although creating some risk to profitability in the event of losing a significant customer. The businesses have been successful in expanding the number of customers, progressively reducing this risk.

DEVELOPMENT, PERFORMANCE AND POSITION

Hammond Produce Limited

Throughout the year the business has continued to develop and improve the knowledge and skills of the senior management team, through training, recruitment, external coaching and mentoring. The business continues to be focused on improving profitability whilst strengthening key relationships with both customers and suppliers.

Despite continuing high direct operating costs and the effects of unusually wet weather over the winter of 2024/25, EBITDA declined only slightly to £138,000 compared with £166,000 last year.

Phoenix Speciality Oils Limited, Hammond Food Oils Limited and Wharfe Valley Oils Limited

These businesses are wholly-owned by Phoenix Farm Group Limited, a company in which Grovetree has a 90.4% controlling interest in the share capital. The companies are managed as a single entity by an experienced commercial and production team; the companies hold regular joint board and management meetings.

PSOL has continued to improve its production techniques, enhancing its capability to press other types of oil-seed and to manufacture and bottle different foodstuffs. During the period, the company has continued to develop a solid fuel, made from the expeller by-product from cold-pressed rapeseed, for use in place of steam coal by the heritage steam sector. During the period, the company has developed sales to a number of steam museums and passenger-carrying steam-ships. This included exports to the Netherlands. HFOL and WVOL sell high-quality cold-pressed rapeseed oils under the brands of "Borderfields", "Borderfields Gold", "Wharfe Valley" and "Yorkshires Original".

Taken together, the businesses generated a combined EBITDA of £295,000 (last year: £143,000). This included a full year's trading from WVOL, a business acquired in September 2023.

KEY PERFORMANCE INDICATORS

Hammond Produce Limited

Produce yields and the financial margin per tonne are monitored each month, together with direct labour utilisation and labour costs per tonne. This is used to ensure the company is achieving consistently high output and efficiencies, together with acceptable margins. Customer quality issues are also monitored to ensure the company's products meet the demands of the end-consumer.

Phoenix Speciality Oils Limited, Hammond Food Oils Limited and Wharfe Valley Oils Limited

Management monitors line speeds and production yields to ensure efficient use of production facilities. Utilisation of production operatives is also monitored and controlled.

Service metrics and stock levels are monitored closely to ensure the businesses meet the requirements of their customers. The businesses monitor and compares their products with those of key competitors.

FUTURE PROSPECTS

The effects of the wet weather over the winter of 2024/25, leading to poorer quality supply of some fresh produce, continued for the first few months of the current financial period. This again caused increased costs of produce purchases and of direct labour. In addition, Hammond Produce in particular has had to absorb the increased labour costs arising from the changes to employer national insurance contributions from April 2025. These factors are expected to cause a reduction in profitability during the period ending February 2026.

From May 2025, Hammond Produce has provided its own accommodation for seasonal agency workers, reducing the costs of bringing teams into work and also generating a small income. This will also benefit the efficiency of the business, particularly during periods of higher seasonal demand for fresh produce.

The Group started the current financial year with in-hand cash balances of £969,000 (last year: £757,000) and net current assets of £2,232,000 (last year: £2,028,000). Most of the Group's debt is due to Hammond family members. Non-family debt is relatively low and includes preference shares issued on the 2020 acquisition of the minority shareholding in HFOL (redeemable by 2028), small hire purchase borrowings and a small term loan.

In preparing the accounts for the year ended 1 March 2025, the directors have considered the trading and financial position of the Group since the end of the period and are confident the Group will have a sufficient level of activity and sufficient cash resources to remain a going concern for the following 12 months.

ON BEHALF OF THE BOARD:

A E Hammond - Director

27 November 2025

The directors present their report with the financial statements of the company and the group for period from 3 March 2024 to 1 March 2025.

DIVIDENDS

No dividends will be distributed for the period ended 1 March 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 3 March 2024 to the date of this report.

J W Hammond

A E Hammond

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 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.

ON BEHALF OF THE BOARD:

A E Hammond - Director

27 November 2025

Opinion

We have audited the financial statements of Grovetree Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 1 March 2025 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 1 March 2025 and of the group's profit for the period 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 five, 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:

Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework.

- We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and people charged with governance.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

- Substantive procedures performed in accordance with the ISAs (UK).

- Challenging assumptions and judgments made by management in its significant accounting estimates.

- Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals.

- Assessing the extent of compliance with the relevant laws and regulations.

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.

Matthew Chadwick BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

27 November 2025

TURNOVER

23,811,057

21,009,624

Cost of sales

19,757,179

17,339,959

GROSS PROFIT

4,053,878

3,669,665

Distribution costs

237,697

216,264

Administrative expenses

3,438,373

3,232,497

3,676,070

3,448,761

OPERATING PROFIT

4

377,808

220,904

Interest payable and similar expenses

5

7,121

9,043

PROFIT BEFORE TAXATION

370,687

211,861

Tax on profit

6

59,205

25,492

PROFIT FOR THE FINANCIAL PERIOD

311,482

186,369

Profit attributable to:

Owners of the parent

294,643

185,735

Non-controlling interests

16,839

634

311,482

186,369

PROFIT FOR THE PERIOD

311,482

186,369

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

311,482

186,369

Total comprehensive income attributable to:

Owners of the parent

294,643

185,735

Non-controlling interests

16,839

634

311,482

186,369

FIXED ASSETS

Intangible assets

8

30,851

35,886

Tangible assets

9

308,148

403,326

Investments

10

Interest in joint venture

Share of gross assets

100

-

339,099

439,212

CURRENT ASSETS

Stocks

11

890,387

965,152

Debtors

12

3,026,020

2,874,906

Cash at bank and in hand

968,787

756,712

4,885,194

4,596,770

CREDITORS

Amounts falling due within one year

13

2,649,920

2,568,302

NET CURRENT ASSETS

2,235,274

2,028,468

TOTAL ASSETS LESS CURRENT LIABILITIES

2,574,373

2,467,680

CREDITORS

Amounts falling due after more than one year

14

(330,669

)

(515,703

)

PROVISIONS FOR LIABILITIES

18

(11,571

)

(31,326

)

NET ASSETS

2,232,133

1,920,651

CAPITAL AND RESERVES

Called up share capital

19

1,225,100

2,450,100

Share premium

20

266,574

266,574

Retained earnings

20

617,431

(902,212

)

SHAREHOLDERS' FUNDS

2,109,105

1,814,462

NON-CONTROLLING INTERESTS

123,028

106,189

TOTAL EQUITY

2,232,133

1,920,651

The financial statements were approved by the Board of Directors and authorised for issue on 27 November 2025 and were signed on its behalf by:

A E Hammond - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

1,403,006

1,403,006

1,403,006

1,403,006

CURRENT ASSETS

Debtors

12

66,671

15,081

Cash at bank

18,658

36,974

85,329

52,055

CREDITORS

Amounts falling due within one year

13

309,145

260,870

NET CURRENT LIABILITIES

(223,816

)

(208,815

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,179,190

1,194,191

CREDITORS

Amounts falling due after more than one year

14

52,983

69,983

NET ASSETS

1,126,207

1,124,208

CAPITAL AND RESERVES

Called up share capital

19

1,225,100

2,450,100

Share premium

20

266,574

266,574

Retained earnings

20

(365,467

)

(1,592,466

)

SHAREHOLDERS' FUNDS

1,126,207

1,124,208

Company's profit for the financial year

1,999

13,016

The financial statements were approved by the Board of Directors and authorised for issue on 27 November 2025 and were signed on its behalf by:

A E Hammond - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 26 February 2023

2,450,100

(1,087,947

)

266,574

Changes in equity

Total comprehensive income

-

185,735

-

2,450,100

(902,212

)

266,574

Acquisition of non-controlling interest

-

-

-

Balance at 2 March 2024

2,450,100

(902,212

)

266,574

Changes in equity

Capital reduction

(1,225,000

)

1,225,000

-

Total comprehensive income

-

294,643

-

Balance at 1 March 2025

1,225,100

617,431

266,574

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 26 February 2023

1,628,727

105,236

1,733,963

Changes in equity

Total comprehensive income

185,735

634

186,369

1,814,462

105,870

1,920,332

Acquisition of non-controlling interest

-

319

319

Balance at 2 March 2024

1,814,462

106,189

1,920,651

Changes in equity

Total comprehensive income

294,643

16,839

311,482

Balance at 1 March 2025

2,109,105

123,028

2,232,133

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 26 February 2023

2,450,100

(1,605,482

)

266,574

1,111,192

Changes in equity

Total comprehensive income

-

13,016

-

13,016

Balance at 2 March 2024

2,450,100

(1,592,466

)

266,574

1,124,208

Changes in equity

Capital reduction

(1,225,000

)

1,225,000

-

-

Total comprehensive income

-

1,999

-

1,999

Balance at 1 March 2025

1,225,100

(365,467

)

266,574

1,126,207

Cash flows from operating activities

Cash generated from operations

1

388,006

378,528

Interest element of hire purchase payments paid

(985

)

-

Finance costs paid

(6,136

)

(9,043

)

Tax paid

(1,017

)

(33,847

)

Net cash from operating activities

379,868

335,638

Cash flows from investing activities

Purchase of intangible fixed assets

-

(159,502

)

Purchase of tangible fixed assets

(8,699

)

(33,002

)

Purchase of fixed asset investments

(100

)

-

Sale of tangible fixed assets

-

1,199

Net cash from investing activities

(8,799

)

(191,305

)

Cash flows from financing activities

Loan repayments in year

(116,760

)

(92,572

)

Capital repayments in year

(8,464

)

(8,059

)

Amount withdrawn by directors

(3,089

)

-

Redemption of shares in subsidiary

(30,681

)

(30,682

)

Net cash from financing activities

(158,994

)

(131,313

)

Increase in cash and cash equivalents

212,075

13,020

Cash and cash equivalents at beginning of period

2

756,712

743,692

Cash and cash equivalents at end of period

2

968,787

756,712

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

Period

Period

3.3.24

26.2.23

to

to

1.3.25

2.3.24

£

£

Profit before taxation

370,687

211,861

Depreciation charges

108,781

104,428

Loss on disposal of fixed assets

130

320

Finance costs

7,121

9,043

486,719

325,652

Decrease/(increase) in stocks

74,765

(27,053

)

Increase in trade and other debtors

(151,114

)

(381,523

)

(Decrease)/increase in trade and other creditors

(22,364

)

461,452

Cash generated from operations

388,006

378,528

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:

Period ended 1 March 2025

1.3.25

3.3.24

£

£

Cash and cash equivalents

968,787

756,712

Period ended 2 March 2024

2.3.24

26.2.23

£

£

Cash and cash equivalents

756,712

743,692

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 3.3.24

Cash flow

At 1.3.25

£

£

£

Net cash

Cash at bank and in hand

756,712

212,075

968,787

756,712

212,075

968,787

Debt

Finance leases

(13,595

)

8,464

(5,131

)

Debts falling due within 1 year

(150,441

)

8,242

(142,199

)

Debts falling due after 1 year

(466,476

)

139,199

(327,277

)

(630,512

)

155,905

(474,607

)

Total

126,200

367,980

494,180