REGISTERED NUMBER: 14283723 (England and Wales)

LEROY SEAFOOD UK LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

C P Boardman

I Wulff

REGISTERED OFFICE:

1 Eastgate

Louth

Lincolnshire

LN11 9NB

REGISTERED NUMBER:

14283723 (England and Wales)

AUDITORS:

Dexter & Sharpe

Chartered Certified Accountants

& Registered Auditors

Rollestone House

20-22 Bridge Street

Horncastle

Lincolnshire

LN9 5HZ

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

This marks the company's first full year of trading since its establishment in 2022, and we are pleased to report an operating profit. This achievement is particularly significant given that trading only commenced in Q2 of 2024.

The company has navigated challenges including currency fluctuations, rising haulage costs, and reductions in fishing quotas. Additionally, the ongoing impact of the current geopolitical climate, namely, the Ukrainian war and potential USA tariffs have affected product availability and compounded inflation.

Despite these obstacles, the business has demonstrated considerable resilience by adapting to market conditions and leveraging strong customer relationships. Looking ahead to 2025, a full year of trading is expected to enhance turnover and profitability, supporting long-term success.

PRINCIPAL RISKS AND UNCERTAINTIES

One of the company's key challenges is remaining competitive in the market. To address this, we leverage our strong connections within the group, including access to fishing vessels, fish farms and an integrated value chain. These valuable resources enable us to maintain a steady supply of high-quality raw materials, ensuring smooth operations and long-term success.

By capitalising on these strengths, we can adapt to changing market conditions, expand our reach and continue delivering exceptional products to our customers.

SECTION 172(1) STATEMENT

Promoting the Company's Success

Our directors are committed to ensuring responsible and sustainable growth by carefully considering the interests of key stakeholders, including employees, customers, and suppliers. Every decision is made with a forward-looking approach, balancing short-term operational needs with long-term value creation.

We actively engage with stakeholders to foster strong relationships that align with our strategic vision and operational objectives. Through these efforts, we aim to build a resilient and dynamic business positioned for sustained growth.

EMPLOYEES

Our employees are the driving force behind our success. They bring invaluable expertise that fosters growth, strengthens customer relationships and enhances industry knowledge.

We are committed to supporting their professional development by providing opportunities to expand their skills and thrive within the business. Additionally, we offer a range of benefits to ensure our team feels valued, appreciated and motivated. We empower our employees to contribute to our shared success by fostering a positive and supportive work environment.

ENVIRONMENT

Sustainability is at the core of our operations. We adhere to the group's ethical sourcing policy and maintain accreditations from MSC and ASC.

In alignment with the group's ambition to achieve "Net Zero" by 2050, we continuously strive to minimise our environmental impact. Through responsible sourcing and sustainable practices, we aim to contribute positively to the environment while upholding the highest standards of product quality.

ON BEHALF OF THE BOARD:

C P Boardman - Director

12 June 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

C P Boardman

I Wulff

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he 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.

AUDITORS

The auditors, Dexter & Sharpe, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C P Boardman - Director

12 June 2025

Opinion

We have audited the financial statements of Leroy Seafood UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 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.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

- We have enquired of those charged with governance around actual and potential litigation and claims.

- We have reviewed financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations.

- We have enquired of staff engaged in the completion of VAT, tax and compliance work to identify any instances of non compliance with laws and regulations.

- We have audited the risk of management override of controls, including reviewing journal entries and large or unusual transactions and evaluating the business rationale of any significant transactions outside the course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Mrs Nicola Michelle Lenton F.C.C.A. (Senior Statutory Auditor)

for and on behalf of Dexter & Sharpe

Chartered Certified Accountants

& Registered Auditors

Rollestone House

20-22 Bridge Street

Horncastle

Lincolnshire

LN9 5HZ

13 June 2025

TURNOVER

14,330,692

225,846

Cost of sales

(13,240,583

)

(224,828

)

GROSS PROFIT

1,090,109

1,018

Administrative expenses

(983,616

)

(441,914

)

106,493

(440,896

)

Other operating income

9,521

-

OPERATING PROFIT/(LOSS)

3

116,014

(440,896

)

Interest receivable and similar income

27,358

8,575

143,372

(432,321

)

Interest payable and similar expenses

4

(412,534

)

(3,724

)

LOSS BEFORE TAXATION

(269,162

)

(436,045

)

Tax on loss

5

76,756

102,498

LOSS FOR THE FINANCIAL YEAR

(192,406

)

(333,547

)

LOSS FOR THE YEAR

(192,406

)

(333,547

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(192,406

)

(333,547

)

FIXED ASSETS

Intangible assets

6

-

350

Tangible assets

7

9,034

9,084

9,034

9,434

CURRENT ASSETS

Stocks

8

8,429,461

1,587,564

Debtors

9

3,623,286

188,563

Cash at bank

674,151

153,043

12,726,898

1,929,170

CREDITORS

Amounts falling due within one year

10

11,597,674

1,614,383

NET CURRENT ASSETS

1,129,224

314,787

TOTAL ASSETS LESS CURRENT LIABILITIES

1,138,258

324,221

CREDITORS

Amounts falling due after more than one year

11

(1,256,321

)

(250,000

)

PROVISIONS FOR LIABILITIES

12

(2,259

)

(2,137

)

NET (LIABILITIES)/ASSETS

(120,322

)

72,084

CAPITAL AND RESERVES

Called up share capital

13

1,000

1,000

Share premium

14

499,000

499,000

Retained earnings

14

(620,322

)

(427,916

)

SHAREHOLDERS' FUNDS

(120,322

)

72,084

The financial statements were approved by the Board of Directors and authorised for issue on 12 June 2025 and were signed on its behalf by:

C P Boardman - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

1,000

(94,369

)

499,000

405,631

Changes in equity

Total comprehensive income

-

(333,547

)

-

(333,547

)

Balance at 31 December 2023

1,000

(427,916

)

499,000

72,084

Changes in equity

Total comprehensive income

-

(192,406

)

-

(192,406

)

Balance at 31 December 2024

1,000

(620,322

)

499,000

(120,322

)

Cash flows from operating activities

Cash generated from operations

1

(203,306

)

(495,327

)

Interest paid

(301,306

)

(3,724

)

Net cash from operating activities

(504,612

)

(499,051

)

Cash flows from investing activities

Purchase of intangible fixed assets

-

(350

)

Purchase of tangible fixed assets

(3,643

)

(8,041

)

Interest received

27,358

8,575

Net cash from investing activities

23,715

184

Cash flows from financing activities

New loans in year

7,844,960

250,000

Loan repayments in year

(6,838,639

)

-

Amount introduced by directors

-

4,316

Amount withdrawn by directors

(4,316

)

(2,069

)

Net cash from financing activities

1,002,005

252,247

Increase/(decrease) in cash and cash equivalents

521,108

(246,620

)

Cash and cash equivalents at beginning of year

2

153,043

399,663

Cash and cash equivalents at end of year

2

674,151

153,043

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

2024

2023

£

£

Loss before taxation

(269,162

)

(436,045

)

Depreciation charges

3,693

1,723

Loss on disposal of fixed assets

350

-

Finance costs

412,534

3,724

Finance income

(27,358

)

(8,575

)

120,057

(439,173

)

Increase in stocks

(6,841,897

)

(1,587,564

)

Increase in trade and other debtors

(3,357,845

)

(55,800

)

Increase in trade and other creditors

9,876,379

1,587,210

Cash generated from operations

(203,306

)

(495,327

)

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

674,151

153,043

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

153,043

399,663

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

153,043

521,108

674,151

153,043

521,108

674,151

Total

153,043

521,108

674,151

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Although the company has made losses to date, it is still in the early stages of trading and is receiving significant support from its parent company, Leroy Seafood ASA. The directors therefore believe that it is correct to prepare the accounts on a going concern basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

15% on reducing balance

Computer equipment

-

Straight line over 3 years

Stocks

UK stock and raw materials both in transit and in Vietnam are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Processed/finished goods are included at the cost of the raw materials, plus cost of production including management and processing fees.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

2.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

682,260

310,237

Social security costs

66,921

30,567

Other pension costs

31,742

6,047

780,923

346,851

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

2024

2023

Directors

1

1

Employees

5

2

6

3

2024

2023

£

£

Directors' remuneration

301,519

189,370

Information regarding the highest paid director for the year ended 31 December 2024 is as follows:

2024

£

Emoluments etc

301,519

3.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

2024

2023

£

£

Other operating leases

7,678

4,201

Depreciation - owned assets

3,693

1,723

Loss on disposal of fixed assets

350

-

Auditors' remuneration

8,400

6,850

Foreign exchange differences

(52,527

)

(6,725

)

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

4

-

Bank loan interest

412,030

3,597

HMRC interest

500

127

412,534

3,724

5.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2024

2023

£

£

Deferred tax

(76,756

)

(102,498

)

Tax on loss

(76,756

)

(102,498

)

6.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2024

350

Disposals

(350

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

350

7.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

3,646

7,463

11,109

Additions

-

3,643

3,643

At 31 December 2024

3,646

11,106

14,752

DEPRECIATION

At 1 January 2024

350

1,675

2,025

Charge for year

494

3,199

3,693

At 31 December 2024

844

4,874

5,718

NET BOOK VALUE

At 31 December 2024

2,802

6,232

9,034

At 31 December 2023

3,296

5,788

9,084

8.

STOCKS

2024

2023

£

£

Stocks

8,429,461

1,587,564

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

3,355,285

49,302

Other debtors

14,292

662

Deferred Tax

208,136

131,258

VAT

10,777

1,334

Prepayments

34,796

6,007

3,623,286

188,563

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

7,197,754

1,582,650

Social security and other taxes

21,203

11,914

Other creditors

4,319

575

Directors' current accounts

-

4,316

Accruals and deferred income

4,374,398

14,928

11,597,674

1,614,383