Directors Report 1

DIRECTORS' REPORT
The Directors present their annual report together with the unaudited financial statements of the Company for the year ended 31 December 2017.
The Directors' Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The Company is dormant as defined in section 1169 of the Companies Act 2006 and has availed of the dormant company exemption. It is anticipated that the Company will remain dormant for the foreseeable future. Key performance indicators are not considered necessary for an understanding of the development, performance or position of the business of the Company. There are no risks or uncertainties facing the Company including those within the context of the use of financial instruments.
DIVIDENDS
The Directors do not recommend the payment of a dividend (2016: &lil).
DIRECTORS
The Directors, who served throughout the financial year, were as follows:
Brian Mehigan Ronan Deasy (appointed 31/10/2017) Trevor Horan (appointed 31/10/2017) Flor Healy (resigned 31/10/2017)
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the annual report 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), including FRS 101 Reduced Disclosure Framework. 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis of accounting 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. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

3.0
NOON GROUP LIMITED DIRECTORS' REPORT (continued) GOING CONCERN
The financial statements for the financial year have been prepared on a going concern basis of accounting notwithstanding the fact that the Company has net liabilities of ?15,090,762 (2016: net liabilities of ?15,090,762) at the balance sheet date. Of the Company's liabilities ?18,473,762 (2016: ?18,473,762) is owed to group companies. The Directors have reviewed the Company's present financial position and, as a result of the availability of the financial support of its parent group, are satisfied that it is appropriate to prepare the financial statements on a going concern basis of accounting.
EVENTS AFTER THE BALANCE SHEET DATE
There have been no significant events, outside the ordinary course of business, affecting the Company since 31 December 2017.
Signed on behalf of the Board:

? Ro an Deasy, Director

Date: R104-1aom

?

4.0

NOON GROUP LIMITED
FINANCIAL STATEMENTS

Directors Report 2

DIRECTORS' REPORT
The directors present their annual report together with the unaudited financial statements of the company for the year ended 31 December 2016.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The company is dormant as defined in section 1169 of the Companies Act 2006 and has availed of the dormant company exemption. It is anticipated that the company will remain dormant for the foreseeable future. Key performance indicators are not considered necessary for an understanding of the development, performance or position of the business of the company. There are no risks or uncertainties facing the company including those within the context of the use of financial instruments.
RESULTS, DIVIDENDS AND FUTURE PROSPECTS
The directors do not recommend the payment of a dividend (2015: Enil). It is anticipated that the year are presented in the statement of comprehensive income on page 5.
DIRECTORS
The present membership of the Board is set out on page 2. There have been no changes to the directors or the company secretary during the year or since the year end.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each 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), including FRS 101 Reduced Disclosure Framework. 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 judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

3.0 NOON GROUP LIMITED DIRECTORS REPORT (continued) GOING CONCERN
The directors have satisfied themselves that the company is a going concern, having adequate resources to continue in operational existence for the foreseeable future despite the continuing difficult economic conditions. In forming this view, the directors made enquiries into the financial position and resources available to the company including those provided by other group companies, as well as including a review of the budget for at least a period of twelve months from the date of approval of the financial statements. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.
The financial statements were approved by the Board and signed on its behalf by:

? Brian Mehigan, Dir ctor Date:

4.0 NOON GROUP LIMITED

Directors Report 3

DIRECTORS' REPORT
The directors present their annual report on the affairs of the company, together with the unaudited financial statements of the company for the year ended 31 December 2015.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The company is a wholly owned subsidiary of Kerry Group plc and operates as part of the group's food division.
The company's principal activity is acting as a holding company for its subsidiary. The results for the year are presented in the Profit and Loss Account on page 5.
RESULTS, DIVIDENDS AND FUTURE PROSPECTS The directors do not recommend the payment of a dividend (2014: ?4,000,000). It is anticipated that the company will remain dormant for the foreseeable future.
DIRECTORS The present membership of the Board is set out on page 2 of these financial statements. There was no change in directors or secretary during the year or since the year end.
DIRECTORS RESPONSIBILITY STATEMENT The directors are responsible for preparing the Annual Report 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 accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 Reduced Disclosure Framework. 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 judgments and estimates that are reasonable and prudent;
?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
?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 proper 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

3.0 NOON GROUP LIMITED
DIRECTORS' REPORT (continued)
GOING CONCERN The directors have satisfied themselves that the company is a going concern, having adequate resources to continue in operational existence for the foreseeable future despite the continuing difficult economic conditions. In forming this view, the directors made enquiries into the financial position and resources available to the company including those provided by other group companies, including a review of the budget for at least a period of twelve months from the date of approval of the financial statements. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

The financial statements were approved by the Board of Directors and signed on its behalf:
1111 Brian Mehigan, Di ector

Date: 11-Vb-iCz

511?-^ (es-. 4.0 NOON GROUP LIMITED

Directors Report 4

DIRECTORS' REPORT
The directors present their annual report together with the audited financial statements and the auditor's report for the year ended 31 December 2014. The company was exempt from audit under section 480 of the Companies Act 2006 in the prior year.

DIVIDENDS
The directors have paid a dividend of ?4,000,000 to the ordinary shareholders (2013: ?ni1).

DIRECTORS
The present membership of the Board is set out on page 2. There were no changes to the directors or the company secretary during the year or since the year end.

FUTURE DEVELOPMENTS
Both the level of business and the year end financial position remain satisfactory and the directors expect the general level of activity to remain consistent with 2014 in the forthcoming year.
Details of significant events since the balance sheet date are contained in note 12 to the financial statements.

DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Annual Report 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 judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

4.0 NOON GROUP LIMITED DIRECTORS' REPORT (CONTINUED) GOING CONCERN
The directors have satisfied themselves that the company is a going concern, having adequate resources to continue in operational existence for the foreseeable future despite the continuing difficult economic conditions. In forming this view, the directors made enquiries into the financial position and resources available to the company including those provided by other group companies and including a review of the budget prepared for at least a period of twelve months from the date of approval of the financial statements. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

POST BALANCE SHEET EVENTS
There were no material post balance sheet events.

AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
?so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and
?the director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP have indicated their willingness to remain in office as the company's auditor and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors and signed on its behalf by:

Brian Mehig Director

Date: 2 ?0 If

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOON GROUP LIMITED ?
We have audited the financial statements of Noon Group Limited for the year ended 31 December 2014 which comprise the Statement of Accounting Policies, the Profit and Loss Account, the Balance Sheet and the related notes 1 to 13. ? The financial. reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities effective April 2008 (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).
This report is made solely to the company's members, as a body, n 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 an auditor's report 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.
Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards reqthre us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non- financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements In our opinion the financial statements:
?give a true and fair view of the state of the company's affairs as at 31 December 2014 and of its. loss for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?' have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

6.0
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOON GROUP LIMITED (CONTINUED) '

Matters on which we are required to report by exception 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.
Other matter As the company was exempt from audit under section 480 of the Companies Act 2006 in the prior year we have not audited the corresponding amounts for that year.

Darren Longley, FCA (Senior statutory auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor Reading, United kingdom
Date: Li 4-1.16;(-) ZO I C

7.0
NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES

The principal accounting policies adopted by the company are as set out below. They have all been applied consistently throughout the current and preceding year.

BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards.
The directors have reviewed the company's present financial position and, as a result of the availability of the financial support of its parent group, are satisfied that it is appropriate to prepare the financial statements on the going concern basis. This is also discussed in the Directors' Report on page 5, under the heading 'Going Concern'.

REPORTING CURRENCY
The amounts shown are stated in Sterling, the currency of the primary economic environment in which the company operates (its "functional currency").

FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost, less provisions for impairments in value. Income from financial assets is recognised in the Profit and Loss Account in the period in which it is receivable.

DIVIDENDS
Dividends are accounted for on a paid basis through the retained earnings reserve. Dividends proposed do not meet the definition of a liability until such time as they have been approved.

FOREIGN CURRENCY
Foreign currency transactions are translated into sterling at the rate of exchange ruling at the date of the transaction, or where applicable, at the contracted rate.
Assets and liabilities denominated in foreign currencies are translated into sterling at contract rates where the amounts payable and receivable are covered by forward contracts. All other amounts payable and receivable are translated at rates of exchange ruling at the balance sheet date.
All exchange differences are taken into account in arriving at the result from ordinary activities before taxation.

CURRENT TAX
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

8.0 NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES (CONTINUED)

DEFERRED TAXATION
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or the right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
The recognition of a deferred tax asset is based upon whether it is probable that sufficient and suitable taxable profits will be available in the future, against which the reversal of temporary differences can be deducted. Recognition, therefore, involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset exists. Deferred tax assets are reviewed at each reporting date. Deferred tax assets and liabilities are not discounted.

9.0 NOON GROUP LIMITED

Directors Report 5

DIRECTORS' REPORT

The directors present their annual report on the affairs of the company, together with the unaudited financial statements, for the year ended 31 December 2013.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption.

BUSINESS REVIEW
The company has been dormant as defined in section 1169 of the Companies Act 2006 throughout the year and preceding financial period. It is anticipated that the company will remain dormant for the foreseeable future. Key performance indicators are not considered neces.sary for an understanding of the development, performance or position of the business of the company. There are no risks or uncertainties facing the company including those within the context of the use of financial instruments.

DIRECTORS
The present membership of the Board is set out on page 2. There were no changes to the directors or the company secretary during the year or since the year end.

Approved by the Board of Directors and signed on its behalf by:

Brian Mehigan, Director
Date: 2- 2 ?

3.0 NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES
The principal accounting policies adopted by the company are as set out below. They have all been applied consistently throughout the current and preceding year.

BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards. Accounting standards generally accepted in the United Kingdom in preparing financial statements giving a true and fair view are those published by the Institute of Chartered Accountants in England and Wales and issued by the Accounting Standards Board.

REPORTING CURRENCY
The amounts shown arc stated in Sterling, the currency of the primary economic environment in which the company operates (its "functional currency").

FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost, less provisions for impairments in value.

Directors Report 6

DIRECTORS' REPORT

The directors present their annual report on the affairs of the company, together with the unaudited financial statements, for the year ended 31 December 2012

BUSINESS REVIEW
The company has been dormant as defined m section 1169 of the Companies Act 2006 throughout the year and preceding financial period It is anticipated that the company will remain dormant for the foreseeable future Key performance indicators are not considered necessary for an understanding of the development, performance or position of the business of the company There are no risks or uncertainties facing the company including those within the context of the use of financial instruments

DIRECTORS
The present membership of the Board is set out on page 2 There were no changes to the directors or the company secretary dunng the year or since the year end

Approved by the Board of Directors and signed on its behalf by,

Brian Melugan, Director
Date oct to3/)..0 C3

3.0 NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES

The pnncipal accounting policies adopted by the company are as set out below They have all been applied consistently throughout the current and preceding year

BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards Accounting standards generally accepted in the United Kingdom in preparing financial statements giving a true and fair view are those published by the Institute of Chartered Accountants m England and Wales and issued by the Accounting Standards Board

REPORTING CURRENCY
The amounts shown are stated in Sterling, the currency of the primary economic environment in which the company operates (its "functional currency")

FIXED ASSET INVESTMENTS
Fixed asset Divestments are stated at cost, less provisions for impairments in value

Directors Report 7

DIRECTORS' REPORT

The directors present their annual report on the affairs of the company, together with the unaudited financial statements, for the year ended 31 December 2011

BUSINESS REVIEW
The company has been dormant as defined in section 1169 of the Companies Act 2006 [section 249AA of the Companies Act 1985] throughout thc year and preceding financial pcnod It is anticipated that the company will remain dorrnant for the foreseeable future Key performance indicators are not considered necessary for an understanding of the development, performance or position of the business of the company There are no nsks or uncertainties facing the company including those within the context of the use of financial instruments

DIRECTORS
The present membership of the Board is set out on page 2 There were no changes to the directors or the company secretary during the year or since the year end

Approved by the Board of Directors and signed on its behalf by

Es: Brian Mehigaif Director Date 2/0912011

3.0 NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES

The principal accounting policies adopted by the company are as set out below They have all been applied consistently throughout the current and preceding year

BASIS OF PREPARATION
The financial statements have been prepared under the histoncal cost convention and in accordance with applicable United Kingdom accounting standards Accounting standards generally accepted in the United Kingdom in preparing financial statements giving a true and fair view are those published by the Institute of Chartered Accountants in England and Wales and issued by the Accounting Standards Board

REPORTING CURRENCY
The amounts shown are stated in Sterling, the currency of the pnmary economic environment in which the company operates (its "functional currency")

FIXED ASSE1 INVESTMENTS
Fixed asset investments are stated at cost, less provisions for impairments in value

Directors Report 8

DIRECTORS' REPORT
The dnectors present their annual report on the affairs of the company, together with the unaudited financial statements, for the year ended 31 December 2010

I BUSINESS REVIEW
The company has been dormant as defined in section 1169 of the Companies Act 2006 [section 249AA of the Companies Act 1985] throughout the year and preceding financial year Ft is anticipated that the company will remain dormant for the foreseeable future Key performance indicators are not considered necessary for an understanding of the development, performance or position of the business of the company There are no risks or uncertainties facing the company including those within the context of the use of financial int,tniments
2 DIRECTORS
The present membership of the Board is set out on page 2 There were no changes to the directors or the company secretary during the year or since the year end

Approved by the Board of Directors and signed on its behalf by

41-L. Brian Mehigan Directoi
Date 2. >Wilk

1.0
NOON GROUP LIMITED STATEMENT OF ACCOLNTING POLICIES
The pnncipal accounting policies adopted by the company are as set out below They have all been applied consistently throughout the current and preceding year

BASIS OF PREPARKI ION
The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards Accounting standards generally accepted in the United Kingdom in preparing financial statements giving a true and fair view are those published by the Institute of Chartered Accountants in England and Wales and issued by the Accounting Standards Board

REPORTING CURRENCY
The amounts shown are stated in Sterling, the currency of the primary economic environment in which the company operates (its' functional currency")

FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost, less provisions for impairments in value

Directors Report 9

DIRECTORS' REPORT
The directors present their annual report on the affairs of the company, together with the unaudited financial statements, for the year ended 31 December 2009

1 BUSINESS REVIEW
The company has been dormant as defined in section 1169 of the Companies Act 2006 [section 249AA of the Companies Act 1985] throughout the year and preceding financial period It is anticipated that the company will remain dormant for the foreseeable future Key performance indicators are not considered necessary for an understanding of the development, performance or position of the business of the company There are no risks or uncertainties facing the company including those within the context of the use of financial instruments

2 DIRECTORS
1 he present membership of the Board is set out on page 2 There were no changes to the directors or the company secretary during the year or since the year end

Approved by the Board of Directors and signed on its behalf by

Brian Melugan, Director
Date 0% /07 / t 0
NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES

The principal accounting policies adopted by the company are as set out below They have all been applied consistently throughout the current and preceding year

BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards Accounting standards generally accepted in the United Kingdom in preparing financial statements giving a true and fair view are those published by the Institute of Chartered Accountants in England and Wales and issued by the Accounting Standards Board

REPORTING CURRENCY
The amounts shown are stated in Sterling, the currency of the primary economic environment m which the company operates (its "functional currency")

FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost, less provisions for impairments in value

Directors Report 10

DIRECTORS' REPORT
The directors present their annual report together with the financial statements of the company for the year ended 31 December 2008.
This directors' report has been prepared in accordance with the special provision relating to small companies under section 246(4) of the companies Act 1985.
I. PRINCIPAL ACTIVITIES AM2I BUSINESS REVIEW
The company is a wholly owned subsidiary of Kerry Group plc and operates as part of the group's foods division. The company's principal activity is that of an investment holding company.
The company did not trade during the current or preceding year and made neither profit nor loss nor any other recognised gains or losses. Consequently, the directors have not presented a profit and loss account. It is not expected that the company will trade in the foreseeable future.
2.DIRECTORS
The present membership of the Board is set out on page 2. Hugh Friel and Denis Cregan resigned from the board and were replaced by Floc Healy on 13th May, 2008. There was no change to the secretary during the year.
3.STATEMENT OF DIRECTORS' RESPONSIBILMES
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each fmaticial 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). The financial statements are required by law to 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 judgments and estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed; and ?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 proper accounting records that 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 1.985. 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.

Approved by the Board of Directors and signed on its behalf by:

Brian Mehigan, Director
Date: 7 t flool

3.0

NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES

The principal accounting policies adopted by the company are as below. They have all been applied consistently through the current and preceding year.

BASIS OF. PREPARATION
The financial statements have been prepared under the historical cost convention and In accordance with applicable United Kingdom accounting standards.

ACCOUNTING CONVENTION AND REPORTING CURRENCY
The financial statements are prepared under the historical cost convention. The amounts shown are stated in sterling, the currency of the primary economic environment in which the company operates (its "functional currency").

FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost, less provisions for impairments in value.

Directors Report 11

DIRECTORS' REPORT

The directors present their annual report together with the audited financial statements of the company for the year ended 31 December 2007
This directors' report has been prepared in accordance with the special provision relating to small companies under section 246(4) of the companies Act 1985

1 PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The company is a wholly owned subsidiary of Kerry Group plc and operates as part of the group's foods division The company's pnnmpal activity is that of an investment holding company
The directors do not recommend the payment of a dividend (2006 Eml)
The company did not trade during the current or preceding year and made neither profit nor loss nor any other recognised gains or losses Consequently, the directors have not presented a profit and loss account It is not expected that the company will trade m the foreseeable future

2 DIRECTORS
The present membership of the Board is set out on page 2 Hugh Fnel and Derus Cregan resigned from the board and were replaced by Flor Healy on 13th May, 2008 There was no change to the secretary during the year

3 STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for prepanng the Annual Report 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) The financial statements are required by law to 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 penod In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make Judgments and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, and ?prepare the financial statements on the going concern basis unless it is mappropnate to presume that the company will continue in business
The directors are responsible for keeping proper accounting records that 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 1985 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 irregulanties NOON GROUP LIMITED DIRECTORS' REPORT (CONTINUED)

4 AUDITORS
Each of the persons who is a director at the date of approval of this report confirms that
?so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and
?the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that mformation
This confirmation is given and should be interpreted in accordance with the provisions of s234ZA of the Companies Act 1985
Deloitte & Touche LLP have indicated their willingness to remain in office as the company's auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting

Approved by the Board of Directors and signed on its behalf by

Brian Mehigan, Director Date /C Or?that X??

4.0 NOON GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED

We have audited the financial statements of Noon Group Limited for the year ended 31 December 2007 which compnse the Statement of Accounting Policies, the Balance Sheet and the related notes 1 to 10 These fmancial statements have been prepared under the accounting policies set out in the Statement of Accounting Policies
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act, 1985 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 an auditors' report 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

Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities within the Directors' Report
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland)
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared m accordance with the Companies Act 1985 We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board An audit Includes examination, on a test basis, of evidence relevant to the amounts and disclosures m the financial statements It also includes an assessment of the significant estimates and Judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropnate to the company's circumstances, consistently applied and adequately disclosed
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from matenal misstatement, whether caused by fraud or other irregularity or error In forming our ommon we also evaluated the overall adequacy of the presentation of information in the financial statements

5.0 NOON GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED (CONTINUED)

Opinion
In our opinion .the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 December 2007 and of its result for the year then ended, ?the fmancial statements have been properly prepared m accordance with the Companies Act 1985, and ?the information given in the Directors' Report is consistent with the financial statements
52Ja91- --Ctif, t_a
Deloitte & Touche LLP Chartered Accountants and Registered Auditors Southampton, Uruted Kingdom Date ale-- atter

6.0 NOON GROUP LIMITED STATEMENT OF ACCOUNTING POLICIES

The pnncipal accounting policies adopted by the company are as below They have all been applied consistently through the current and preceding year

BASIS OF PREPARATION
The financial statements have been prepared under the histoncal cost convention and in accordance with applicable United Kingdom accounting standards

ACCOUNTING CONVENTION AND REPORTING CURRENCY
The financial statements are prepared under the histoncal cost convention The amounts shown are stated in sterling, the currency of the pnmary economic environment in which the company operates (its "functional currency")

FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost, less provisions for impairments in value

Directors Report 12

DIRECTORS' REPORT
The directors present their annual report together with the audited financial statements of the company for the year ended 31 December 2006
This directors' report has been prepared in accordance with the special provision relating to small companies under section 246(4) of the companies Act 1985

1 PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The company is a wholly owned subsidiary of Kerry Group plc and operates as part of the group's foods division The company's principal activity is that of an investment holding company
The directors do not recommend the payment of a dividend (2005 ?2,500,000)
The company did not trade dunng the current year and made neither profit nor loss nor any other recognised gains or losses It is not expected that the company will trade in the foreseeable future
2 DIRECTORS
The present membership of the Board is set out on page 2 There were no changes in directors or secretary during the year
3 DIRECTORS' AND SECRETARY'S INTERESTS
The mterests of the directors and secretary of the company and their spouses and minor children, all of which are beneficial, in the share capital of Kerry Group plc, the ultimate holding company, at 31 December 2006 and Sheet2 There has not been any contract or arrangement with the company or any subsidiary during the year in which a director of the company was materially interested and which was significant in relation to the company's business
The current directors and secretary of the company and those who held office at 31 December 2006 and 31 December 2005 had no interests m the share capital of the company or any other group company except as disclosed above

3.0 NOON GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)
4 STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report 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) The financial statements are required by law to 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 penod In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any matenal departures disclosed and explained in the financial statements, prepare the financial statements on the gomg concern basis unless it is mappropnate to presume that the company will continue in business
The directors are responsible for keeping proper accounting records that 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 1985 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
5 AUDITORS
Each of the persons who is a director at the date of approval of this report confirms that
?so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and
?the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information
This confirmation is given and should be mterpreted in accordance with the provisions of s234ZA of the Companies Act 1985
Deloitte & Touche LLP have indicated their willingness to remam in office as the company's auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting

Approved by the Board of Directors and signed on its behalf by

B Mehigan Director
2007-07-19 00:00:00

4.0 NOON GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED

We have audited the financial statements of Noon Group Limited for the year ended 31 December 2006 which comprise the Statement of Accounting Policies, the Profit and Loss Account, the Balance Sheet and the related notes 1 to 13 These financial statements have been prepared under the accounting policies set out m the Statement of Accounting Policies
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act, 1985 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 an auditors' report 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

Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities within the Directors' Report
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland)
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if Information specified by law regarding directors' remuneration and other transactions is not disclosed
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures m the financial statements It also includes an assessment of the significant estimates and Judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from matenal misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

5.0 NOON GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED (CONTINUED)

Opinion
In our opinion ?the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 December 2006 and of its result for the year then ended, ?the financial statements have been properly prepared in accordance with the Companies Act 1985, and ?the information given in the Directors' Report is consistent with the financial statements

&il_vrk 7r,i_t 1 L-p Deloitte & Touche LLP Chartered Accountants and Registered Auditors Southampton, United Kingdom 34 TitAi 1-.-.)-

6.0 NOON GROUP LIMITED
STATEMENT OF ACCOUNTING POLICIES

The significant accounting policies adopted by the company are as follows

BASIS OF PREPARATION

The financial statements have been prepared in accordance with applicable Umted Kingdom accounting standards

ACCOUNTING CONVENTION AND REPORTING CURRENCY

The financial statements are prepared under the historical cost convention. The amounts shown are stated in sterling, the currency of the primary economic environment in which the company operates (its "functional currency")

FIXED ASSET INVESTMENTS

Fixed asset investments are stated at cost, less provisions for impairments in value Income from fixed asset investments is recogmsed in the Profit and Loss Account in the period in which it is receivable

DIVIDENDS

Dividends are accounted for on a paid basis through the retained earnings reserve Dividends proposed do not meet the definition of a liability until such time as they have been approved

INCOME FROM SHARES IN GROUP UNDERTAKINGS
Dividend income from investments is recognised when the rights to receive payment have been established

CURRENT TAX
The current tax charge is calculated as the amount payable based on taxable profit for the year and any adjustments relating to pnor years

7.0 NOON GROUP LIMITED

Directors Report 13

DIRECTORS' REPORT
The directors present their annual report together with the audited financial statements of the company for the 9 month period ended 31 December 2005.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the company is that of investment holding. The company did not trade during the current period or the preceding year and the directors expect the present level of activity to continue for the foreseeable future.
On 29 July 2005, the share capital of the company was acquired by Kerry Holdings (UK) Limited and subsequently the accounting reference date was changed to 31 December to ensure alignment with group policy.

RESULTS AND DIVIDENDS
The profit and loss account for the 9 month period is set out on page 8. The directors have paid a final dividend on ordinary A and B shares of ?2.50 per share (year ended 31 March 2005: interim dividend of ?14.55 per share).

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the financial statements. The directors have chosen to prepare the accounts for the company in accordance with United Kingdom Generally Accepted Accounting Practice.
Company law requires the directors to prepare financial statements for each financial year, which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the state of affairs of the company and the profit or loss of the company for that year and comply with UK GAAP and the Companies Act 1985. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed; and ?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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.

DIRECTORS AND THEIR INTERESTS
The present membership of the Board is set out on page 2. The directors who held office during the 9 month period ended 31 December 2005 were as follows:
Sir G K Noon MBE Z A Hamal C Sharpe S Boyd J Duffy H Friel D Cregan B Mehigan (resigned 29/07/2005) (resigned 9/05/2005) (resigned 29/07/2005) (resigned 29/07/2005) (appointed 9/05/2005 and resigned 29/07/2005) (appointed 29/07/2005) (appointed 29/07/2005) (appointed 29/07/2005) 3.0 NOON GROUP LIMITED DIRECTORS' REPORT (CONTINUED)

DIRECTORS AND THEIR INTERESTS (CONTINUED)
As at 31 December 2005 the directors held no interest in the shares or debentures of the company.
According to the register of directors' interests, no rights to subscribe for shares or debentures of the company were granted to or exercised by the directors or their immediate family during the period.
The interests of the current directors of the company in the share capital of Kerry Group plc, the ultimate holding company, at 31 December 2005 are disclosed within the financial statements of that company.

PRINCIPAL RISKS & UNCERTAINITIES
The company operates in the consumer foods industry and its principal activity is that of investment in consumer foods companies. As is the case with our competitors in this industry we are exposed to many and varied risks and uncertainties. In accordance with the requirements of the Companies Acts, the principal risks and uncertainties facing the company are discussed below:
Commercial risks The company may experience loss of revenue growth momentum due to unforeseen events that impact its brands, its customers' brands, consumer dietary changes or food consumption patterns.
Fluctuating raw material costs, competition between our customers, unusual competitive actions by our competitors and the resultant difficulties in adjusting prices appropriately can have a detrimental impact on our operating margins. The company utilises subject matter experts in these areas to manage and mitigate such risks.
In a given market, a slow rate of innovation or stagnation of consumer trends can lead to commoditisation of a particular category of ingredients. The company supports its customers drive for choice and market stimulation through new product development. Where this dynamic is absent for a period of time the impact on our margins can be negative. We work closely with our customers and with consumers to ensure that we are aware of the trends that are occurring in the market place both positive and negative.
Other commercial risks can be considered under the heading of operational and technical compliance. These risks include such matters as managing compliance in an ever changing regulatory environment, specifically in the areas of health and safety, emissions and effluent and indeed in relation to the potential outbreak of disease in an animal population or contamination in any particular food category. The products and raw materials the company employs in its operations are substantially all natural in make up and where disease or contamination could potentially occur we employ strict quality policies and disciplines to reduce the level of risk encountered to a minimal level.
Financial risks The company faces a number of financial risks including the availability of finance to carry out its objectives, foreign exchange risks, interest rate risks and credit rating risk In addition risks such as internal control systems failure and IT systems failure could be considered under this heading.
Human resources The company is critically aware that its performance in the short or long term is only as good as the people that manage and run its operations. To this extent every effort is made to ensure that we have the optimal procedures and policies in place to attract, train and retain the capabilities and skill levels appropriate to succeed in our business objectives.

4.0 NOON GROUP LIMITED DIRECTORS' REPORT (CONTINUED)

PROVISION OF INFORMATION TO AUDITORS
Each of the persons who is a director at the date of approval of this report confirms that:
?so far as each of the directors is aware, there is no relevant audit information (as defined in the

?each of the directors has taken all the steps that he ought to have taken as a director in order to
company's auditors are aware of that information.

AUDITORS
KPMG LLP resigned as auditors during the period and were replaced by Deloitte & Touche LLP.
A resolution to re-appoint Deloitte & Touche LLP as the company's auditors will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors and signed on its behalf by:

B Mehigan Director
2006-09-29 00:00:00

5.0 NOON GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED

We have audited the financial statements of Noon Group Limited for the 9 month period ended 31 December 2005, which comprise the Profit and Loss Account, the Balance Sheet and the related notes 1 to 13. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 an auditors' report 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.
Respective responsibilities of directors and auditors
As described in the statement of directors responsibilities the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Our responsibility is to audit the financial statements in accordance with relevant United Kingdom legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view, in accordance with the relevant financial reporting framework, and are properly prepared in accordance with the Companies Act 1985. We report to you whether in our opinion the information given in the directors' report is consistent with the financial statements. We also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read the directors' report and the other information contained in the annual report for the above year as described in the contents section and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

6.0 NOON GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED (CONTINUED)

Opinion
In our opinion
?the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 December 2005 and of its profit for the 9 month period then ended;
?the fmancial statements have been properly prepared in accordance with the Companies Act 1985; and
?the information given in the directors' report is consistent with the financial statements.

&Litt L.,40 DELOITTE & TOUCHE LLP Chartered Accountants and Registered Auditors Southampton g Goe4<,

7.0 NOON GROUP LIMITED PROFIT AND LOSS ACCOUNT FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2005

9 month period ended Year ended 31 December 31 March 2005 2005 Note ?000 ?000
Sheet2 Results for both the current period and preceding financial years are derived from continuing operations.
All recognised gains and losses have been reflected in the profit and loss account both in the current period and preceding financial years and arise solely from continuing operations and therefore a Statement of Total Recognised Gains and Losses is not presented.

8.0 NOON GROUP LIMITED

Directors Report 14

Directors' report
The directors present their annual report and the audited financial statements for the year ended 31 March 2004 . Results and dividends The company did not trade in the current or prior year. The directors do not recommend the payment of a dividend (20031ni1).
Principal activity and review of the business and future developments The company has continued to operate as a holding company. On 15 August 2003 the company acquired a 100% interest in Marston Valley Foods Limited, a company involved in the production of chilled ready meals. The initial cash consideration was ?18.2 million with further amounts payable contingent upon certain completion balances. This investment was financed through WT Tiger 2 Limited.
Directors and directors' interests The directors who held office during the year were as follows:
Sir Gulam K Noon MBE Z A Harnal A Shirazi C Sharpe S Boyd
None of the directors who held office at the end of the financial year had any disclosable interest in the shares and debentures of the company. According to the register of directors' interests, no rights to subscribe for shares in or debentures of the company were granted to any of the directors or their immediate families, or exercised by them, during the financial year.
At 31 March 2004, Sir Gulam K Noon MBE, Mr C Sharpe and Mr S Boyd were also directors of the ultimate parent undertaking, WT (Holdings) Limited, and their interests in the share capital of that company are shown in those company accounts.
None of the other directors have any d sclosable interests or rights to subscribe to the shares or debentures of other group companies.
Auditors On 3 February 2004 Ernst & Young resigned as auditor of the company and KPMG LLP were appointed by the directors to fill the casual vacancy. In accordance with Section 385 of the Companies Act 1985, a resolution for the re-appointment of KPMG LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

By order of the board
"ta-Lct 2.1 Ucan 2COS A R Martin W T House Secretary Bessemer Road Welwyn Garden City
AU 1HT

1.0

Noon Group Limited Directors' report and financial statements 2004-03-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing those financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and 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 group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

2.0

KPMG LLP Aquis Court 31 Fishpool Street St Albans AL3 4RF United Kingdom

Report of the independent auditors to the members of Noon Group Limited We have audited the financial statements on pages 4 to 8. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 an auditor's report 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. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 2, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company as at 31 March 2004 and of the result of the company for the year then ended and have been properly prepared in accordance with the Companies Act 1985. Wilt Le, KPMG LLP Chartered Accountants Registered Auditor
2t 061,-) 2r,v(

3.0
Noon Group Limited Directors' report and financial statements 2004-03-31 00:00:00

Directors Report 15

DIRECTORS' REPORT

The directors present their report and financial statements for the year ended 31 March 2003.
RESULTS AND DIVIDENDS The profit for the year, amounted to inil (2002: hill). The directors do not recommend the payment of a dividend (2002: ail).
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS The company has continued to operate as a holding company. The directors do not envisage any change to its activity in the ensuing year.
DIRECTORS AND THEIR INTERESTS The directors who served during the year were as follows:
Sir Gulam K Noon MBE Z A Harnal A Shirazi Mr R Garland (resigned 3 December 2002) Mr K Stott (resigned 3 December 2002) C Sharpe (appointed 5 November 2002) S Boyd (appointed 5 November 2002) The directors had no interests in the share capital of the company during the current or previous year.
At 31 March 2003, Sir Gulam K Noon MBE, Mr C Sharpe and Mr S Boyd were also directors of the ultimate parent undertaking, WT (Holdings) Limited, and their interests in the share capital of that company are shown in those company accounts.

AUDITORS A resolution to re-appoint Ernst & Young LLP as the Company's auditor It be put to the forthcoming Annual General Meeting.
On behalf of the Board

A R Martin Secretary 1 2003

2.0
Noon Group Limited STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

Company law requires the directors to prepare financial statements for each financial year which 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 those financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and 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; and
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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.

3.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED
We have audited the company's financial statements for the year ended 31 March 2003 which comprise the Balance Sheet and the related notes 1 to 10. These financial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. 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 an auditors' report 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.
Respective responsibilities of directors and auditors As described in the Statement of Directors' Responsibilities the company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company as at 31 March 2003 and have been roperly prepared in a ordance with the Companies Act 1985.

Ernst & Young LL Registered Auditor Cambridge 70.0 2003.0 4.0
Noon Group Limited

Directors Report 16

The directors present their report and accounts for the year ended 31 March 2002.
RESULTS AND DIVIDENDS The profit for the year, after taxation, amounted to ?nil (2001: ?3,000,000). The directors do not recommend the payment of a dividend (2001: ?3,000,000).
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS The company has continued to operate as a holding company. The directors do not envisage any change to its activity in the ensuing year.
DIRECTORS AND THEIR INTERESTS The directors who served during the year were as follows:
Sir Gulam K Noon MBE R I Garland Z A Harnal A Shirazi K J Stott
(resigned 3 December 2002)

(resigned 3 December 2002) The directors had no interests in the share capital of the company during the current or previous year.
In addition Mr C Sharpe and Mr S Boyd were appointed as directors of the company on 5 November 2002.
At 31 March 2002, Sir Gulam K Noon MBE and Messrs K J Stott and R J Garland were also directors of the ultimate parent undertaking, WT (Holdings) Limited, and their interests in the share capital of that company are shown in those company accounts.
The interests of the other directors in the share capital the immediate parent undertaking (W T Foods Limited) at 31 March 2001 and 2002 were: Number of ordinary shares at 2.5p each ,4t31 March 2002 AU] March 2001 Options Options over over Sheet1 Z A Harnal ? 1,125,000 90,000 A Shirazi ? 1,500,000 90,000
AUDITORS A resolution to re-appoint Ernst & Young LLP as the Company's auditor will be put to the forthcoming Annual General Meeting.
On behalf of the Board

A R Martin Secretary
2003.0
2.0
Noon Group Limited STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ACCOUNTS

Company law requires the directors to prepare accounts for each financial year which 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 those accounts, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts; and
prepare the accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the accounts comply with the Companies Act 1985. 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.

El ERNST &YOUNG 3.0

ERNST &YOUNG

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOON GROUP LIMITED
We have audited the company's financial statements for the year ended 31 March 2002 which comprise the Profit and Loss Account, Balance Sheet and the related notes 1 to 12. These financial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. 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 an auditors' report and for no other purpose. To the fullest extent permitted bylaw, 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.
Respective responsibilities of directors and auditors As described in the Statement of Directors' Responsibilities the company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company as at 31 March 2002 and of its profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985. Qace, Ernst & Young Registered Auditor Cambridge 2_ _q 1/4 -12Ni b ? in303

4.0
M ERNST &YOUNG Noon Group Limited

Directors Report 17

Report of the directors for the year ended 31 March 2001

The directors present their report together with the audited financial statements for the year ended 31 March 2001.
The company is a wholly-owned subsidiary of WT Foods plc.
Results and dividends
The profit and loss account is set out on page 4 and shows the result for the year.
The directors recommend the payment of a dividend of ?3,000,000 (2000 - ?3,800,000) ?
Principal activity, review of the business and future developments
The company has continued to operate as a holding company. The directors do not envisage any change to this activity in the ensuing year.
Charitable and political contributions
During the year there were charitable contributions of ?2,500 made by a subsidiary undertaking (2000 - ?1,450).
Directors
The directors of the company during the year were:
G K Noon MBE R J Garland Z A Harnal A Shirazi K J Stott
Directors' interests in shares
None of the directors who held office at 31 March 2001 had any interest in the shares of the company at the beginning or end of the financial year.
At 31 March 2001, Messrs G K Noon, K J Stott and R J Garland were also directors of the ultimate parent company, WT Foods plc, and their interests in the share capital of that company are disclosed in its financial statements.
At 31 March 2001, the interests of other directors in the share capital of the parent undertaking were: Number of ordinary shares of 25p each At 31 March 2001 At 1 Apri12000 Options Options over over Beneficially ordinary Beneficially ordinary owned shares owned shares Sheet1 The above options have been granted under the WT Foods plc Unapproved Share Option Scheme and are exercisable at a price of 54p per share between 1 February 2002 and 31 January 2009.
1.0
NOON GROUP LIMITED
Report of the directors for the year ended 31 March 2001 (Continued)

Directors' responsibilities
Company law requires the directors to prepare financial statements for each financial year which 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 those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departure disclosed and explained in the financial statements; and ?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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.
Auditors
BDO Stoy Hayward have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the annual general meeting.
By order of the board
NUAkowLet, A R Martin
Secretary
2001-06-18 00:00:00

2.0
NOON GROUP LIMITED Report of the auditors

To the members of Noon Group Limited

We have audited the financial statements on pages 4 to 9 which have been prepared under the accounting policies set out on page 6.
Respective responsibilities of directors and auditors
As described on page 2 the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2001 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

BDO STOY HAYWARD Chartered Accountants and Registered Auditors 7-9 Irwell Terrace Bacup Lancashire OL13 9AJ
2001-06-18 00:00:00

3.0 NOON GROUP LBUTED
Profit and loss account for the year ended 31 March 2001
Sheet2

All amounts relate to continuing activities. All recognised gains and losses are recorded in the profit and loss account.

The notes on pages 6 to 9 form part of these financial statements.

4.0

NOON GROUP LIMITED

Directors Report 18

Report of the directors for the year ended 31 March 2000

The directors present their report together with the audited financial statements for the year ended 31 March 2000.
The company is a wholly-owned subsidiary of WT Foods plc.
Results and dividends
The profit and loss account is set out on page 4 and shows the profit for the year.
The directors recommend the payment of a dividend of ?3,800,000 (1999 - ?600,000).
Principal activity, review of the business and future developments
The company has continued to operate as a holding company. The directors do not envisage any change to this activity in the ensuing year.
Charitable and political contributions
During the year there were charitable contributions of ?Nil made by a subsidiary undertaking (1999 - 15 month period - ?44,807).
Directors
The directors of the company during the year were:
G K Noon MBE R J Garland Z A Harnal A Shirazi K J Stott
Directors' interests in shares
None of the directors who held office at 31 March 2000 had any interest in the shares of the company at the beginning or end of the financial year.
At 31 March 2000, Messrs G K Noon, K J Stott and R J. Garland were also directors of the ultimate parent company, WT Foods plc, and their interests in the share capital of that company are disclosed in its financial statements.
At 31 March 2000, the interests of other directors in the share capital of the parent undertaking were: Number of ordinary shares of 25p each At 31 March 2000 At 1 April 1999 Options Options over over Beneficially ordinary Beneficially ordinary owned shares owned shares Sheet1 The above options have been granted under the WT Foods plc Unapproved Share Option Scheme and are exercisable at a price of 54p per share between 1 February 2002 and 31 January 2009. NOON GROUP LIMITED
Report of the directors for the year ended 31 March 2000 (Continued)

Directors' responsibilities
Company law requires the directors to prepare fmancial statements for each financial year which 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 those fmancial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departure disclosed and explained in the fmancial statements; and ?prepare the fmancial 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.
Auditors
BDO Stoy Hayward have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the annual general meeting.
By order of the board

blAt'L A R Martin
Secretary
2000-06-27 00:00:00

2.0
NOON GROUP LIMITED Report of the auditors

To the members of Noon Group Limited

We have audited the financial statements on pages 4 to 10 which have been prepared under the accounting policies set out on page 6.
Respective responsibilities of directors and auditors
As described on page 2 the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In fonning our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2000 and of its profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

BDO STOY HAYWARD Chartered Accountants and Registered Auditors 7-9 Irwell Terrace Bacup Lancashire OL13 9AJ
2000-06-27 00:00:00

3.0 NOON GROUP LIMITED
Profit and loss account for the year ended 31 March 2000
Sheet2

All amounts relate to continuing activities. All recognised gains and losses are recorded in the profit and loss account.

The notes on pages 6 to 10 form part of these financial statements.

4.0

NOON GROUP LIMITED

Directors Report 19

Report of the directors for the fifteen months ended 31 March 1999

The directors present their report together with the audited financial statements for the period ended 31 March 1999.
On 14 January 1999, the company became a wholly-owned subsidiary of WT Foods plc.
Change of name
On 17 December 1998, the company changed its name from Noon Group plc to Noon Group Limited.
Results and dividends
The profit and loss account is set out on page 5 and shows the profit for the period.
The directors recommend the payment of a dividend of ?600,000 (1998 - iNi1).
Principal activity, review of the business and future developments
The company has continued to operate as a holding company. The directors do not envisage any change to this activity in the ensuing year.
Charitable and political contributions
During the period there were charitable contributions of ?44,807 made by a subsidiary undertaking.
Directors and their interests in shares
The directors of the company during the period and their interests in the ordinary share capital of the company were: Number of ordinary shares At 31.03.99 At 31.12.97 (or date of
if later)
G K Noon MBE R J Garland (appointed 12 January 1999) Z A Harnal A Shirazi K J Stott (appointed 12 January 1999)
579500.0
38000.0 95000.0

At 31 March 1999, Messrs G K Noon MBE, K J Stott and R J Garland were also directors of the ultimate parent company, WT Foods plc, and their interest in the share capital of that company are disclosed in its financial statements.

1.0

NOON GROUP LIMITED
Report of the directors for the fifteen months ended 31 March 1999 (Continued)

Directors and their interests in shares (Continued)
At 31 March 1999, the interests of other directors in the share capital of the parent undertaking were:
Number of Ordinary
Sheet1 The above options have been granted under the WT Foods plc Unapproved Share Option Scheme and are exercisable at a price of 54p per share between 1 February 2002 and 31 January 2009.
Directors' responsibilities
Company law requires the directors to prepare financial statements for each financial period which 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 those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departure disclosed and explained in the financial statements; and ?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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.
Year 2000
The company has taken positive steps to minimise the effect of the date change to the Year 2000. Following an assessment of the risks to the business, the company has initiated a programme to ensure that it does not experience difficulties resulting from failures of hardware, software and electronic equipment around the transition into the new millennium. This work has involved liaison with suppliers and customers to address the issues. The costs of compliance are not currently expected to be significant.

2.0 NOON GROUP LIMITED
Report of the directors for the fifteen months ended 31 March 1999 (Continued)

Auditors
During the period, Messrs Mehta & Tengra resigned as auditors and BDO Stoy Hayward were appointed in their place. BDO Stoy Hayward have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the annual general meeting.
By order of the board
RAvi,_ A R Martin
Secretary
1999-06-16 00:00:00

3.0
NOON GROUP LIMITED Report of the auditors

To the members of Noon Group Limited

We have audited the financial statements on pages 5 to 12 which have been prepared under the accounting policies set out on page 7.
Respective responsibilities of directors and auditors
As described on page 2 the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 1999 and of its profit for the fifteen months then ended and have been properly prepared in accordance with the Companies Act 1985.
43c ILO efjc
BDO STOY HAYWARD Chartered Accountants and Registered Auditors 7-9 Irwell Terrace Bacup Lancashire OL13 9AJ
1999-06-16 00:00:00

4.0 NOON GROUP LIMITED
Profit and loss account for the fifteen months ended 31 March 1999
Sheet2

All amounts relate to continuing activities. All recognised gains and losses are recorded in the profit and loss account.

The notes on pages 7 to 12 form part of these financial statements.

5.0

NOON GROUP LIMITED

Directors Report 20

Directors' Report
The directors present their first report together with the audited financial statements for the period from 27 June 1997 to 31 December 1997.
Principal activities The principal activity of the company is that of a holding company. The principal activity of the subsidiary Company Noon Products Limited is the production and sale of specialist ready meals. The principal activity of Noon (Restaurants) Limited is that of a restaurant, which is 100% owned by Noon Products Limited.
Review of the business Noon Group Plc was incorporated on 27 June 1997, as a result of the sale of 250,000 ordinary shares held by Eiger Investments Limited in Noon Products Plc on 8 August 1997.
An independent company Dallah Albaraka Investment Company Limited purchased 200,000 ordinary shares (20% of the share capital of Noon Product Plc) and the balance of 50,000 ordinary shares were acquired by Noon Group Plc.
The company acquired 750,000 ordinary shares of Noon Products Plc from G K Noon and his family in exchange for an issue of 95 ordinary shares of 10 pence each in Noon Group Plc for every 75 ordinary shares held in Noon Products Plc.
Prior to the completion a separate issue of 50,000 ordinary shares of 10 pence each were subscribed by an independent company Leighton Limited for a consideration of ?600,000 split as to ordinary share capital ?5,000 and share premium ?595,000. Leighton Limited also provided an unsecured loan of ?150,000 to Noon Group Plc.
As a result of the transfer of existing shares by the family and acquisition of shares in Noon Products Plc, Noon Group Plc will own 800,000 ordinary shares of 10 pence each in representing 80% of the issued shares capital of Noon Products Plc. In view of the above appropriate resolutions were passed to convert Noon Products Plc to a private company.
Results & dividends The results of the group for the period are set out on page 6. The consolidated profit and loss account incorporates the results of the subsidiaries from 8 August 1997 to 31 December 1997.
The directors do not recommend the payment of any dividends.
Staff & employees The directors attach a high priority to maintaining communications with all employees and encouraging a common awareness of the financial and economic factors affecting the company. Regular meetings are held with senior management and employees' representatives, so that their views can be taken into account on matters concerning them. In addition the company issues a magazine on a regular basis.
The group's policy is to keep employees informed of events relevant to their employment. Safety matters are the subject of detailed consultation with employees' representatives.
It is the policy of the group to offer the disabled persons, having regard to their particular abilities, the same training, career development and promotion prospects as are available to other employees.
Supplier payment policy The group negotiates payment arrangements and other terms and conditions with all their principal suppliers. Payments to suppliers are made in accordance with negotiated arrangements other than in the event of a dispute.
The group's average number of days purchases outstanding in respect of trade creditors at 31 December 1997 was 42 days.

2.0

Noon Group Plc Directors' Report

Fixed assets The group invested ?3.2m in fixed assets since the acquisition. The detail of changes in fixed assets appear in notes 10 & 11 of the financial statements.
Charitable & political donations During the period the group made charitable donations amounting to ?14,626. Political donations were paid to the Labour party ?1,986, Conservative party ?993 and Liberal Democratic party ?715.
Directors and their interest The directors who served during the year and their beneficial interest in the ordinary share capital of the company were as follows: Ordinary shares of 10 pence each 31.12.1997 27.6.1997 G K Noon MBE 579,500 A K Shirazi 95,000 Mrs Z Harnal 38,000
G K Noon and Z Hamal held an interest in the ordinary shares owned by G K Noon Trust.
The director retiring by rotation is A K Shirazi and who being eligible, offers himself for re-election.
Related party transactions Except as stated in note 24, none of the directors had any other material interest at any time during the period in any contracts of significance in relation to the business of the group.
Insurance of directors The group maintains insurance for one of its directors in respect of his duties as a director of the company.
Substantial share holdings At the date of the report the company had received notification of the following interest in the ordinary share capital: Ordinary shares % of interest G K Noon Trust 237,500 23.75 Leighton Limited 50,000 5.00
Taxation status The company is a close company within the provision of the Income and Corporation Taxes Act 1988.
Auditors Mehta & Tengra, Chartered Accountants were appointed as first auditors by the directors during the period. Mehta & Tengra have expressed their willingness to continue as auditors to the company. A resolution to re-appoint them will be proposed at the forthcoming Annual General Meeting.
Date: 30 October 998

3.0

By order of j,e Board A K Shira ta Noon Group Plc
Statement of Directors' Responsibilities

Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the company and the group and of the results for that period. In preparing those financial statements the directors are required to:
- Select suitable accounting policies and then apply them consistently; make judgements and 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; and prepare the financial statements on a going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.

By order of the Board

Date: 30 October 1998

4.0 Report of the Auditors'
To the Members of Noon Group Plc

We have audited the financial statements on pages 6 to 22 which have been prepared under the historical cost convention and the accounting policies set out on pages 11 and 12.
Respective responsibilities of directors and auditors As described on page 4, the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you.
Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the groups's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material mis-statement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and of the group at 31 December 1997 and of the results of the group for the period then ended and have been properly prepared in accordance with the Companies Act 1985.

/2"toz,? Mehta & Tengra Chartered Accountants Registered Auditors London
Date: 30 ail Jr) vet atko A 78

5.0
Noon Group Plc