REGISTERED NUMBER: 05989080 (England and Wales)

Toprak UK Limited

Strategic Report,

Report of the Directors and

Audited Financial Statements

for the Year Ended 31 March 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Statement of Cash Flows

15

Notes to the Financial Statements

17

DIRECTORS:

Mr E Alhaslioglu

Mrs I Asan Alhaslioglu

REGISTERED OFFICE:

Stand 60a New Spitalfield Market

1 Sherrin Road

London

E10 5SQ

REGISTERED NUMBER:

05989080 (England and Wales)

AUDITORS:

Alton & Co

Chartered Accountants

& Statutory Auditors

239-241 Kennington Lane

London

SE11 5QU

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

Turnover of the company has increased significantly compared to that of last year. The increase in turnover is in line with the continuous growth of the business over the last few years. Profitability over the period has been in line with expectations with a positive correlation between turnover and the net profit. The company sells mainly fruits and vegetables and the general economic cycle of the country has not impacted much on the industry in which they operate. The main threat to the company is its competitors. The company's main strategy is to provide a complete service to customers thereby increasing their customer base and the resulting boosting impact on the turnover of the company. The company aims at specific markets (and customers) to ensure that a clear strategy to win and maintain those customers are implemented and sustained.

The directors recognised the importance of the staff employed and would like to thank them for all their hard work and efforts throughout the year.

The results for the year and the financial position of the company are shown in the annexed financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's ability to get an insurance cover is key to their ability to acquire inputs on consignment. Most of the purchases are on consignment and the consignors require an insurance cover to be in place to continue supplying on consignment. The level of cover depends on the financial health of the company. This is managed by keeping a close watch on monthly results and dealing with poor performing lines on a timely basis.

Stock levels are generally low due to the perishable nature of the products. The company, therefore, depends on the reliability of the suppliers to meet their orders at short notice to prevent stock out leading to loss of customers and reputation degradation.To manage this risk for each product, the company maintains more than one supplier to fulfil the required orders to ensure that the failure of one supplier will not affect their ability to meet anticipated demand and maintain customer satisfaction.

KEY PERFORMANCE INDICATORS:

The main performance indicators are the turnover and the profit margins. Generally, products are sold at an agreed margin thereby leading to a positive correlation between the turnover and profit. All other costs apart from cost of sales are fairly fixed. The directors monitor all costs on a monthly basis to ensure that poor performers are picked up on time and dealt with accordingly. Also, it is ensured that overheads are kept within their limits as their effect on the ability to remain in operational existence and profitability is critical.

The key performance indicator over the last two years are as follows:

2025

2024

£

£

Turnover

40,948,811

35,350,110

Gross profit

3,127,081

2,670,791

Net profit before tax

1,311,027

1,021,996

The directors believe that other variables of performance indicators are marginal and not the best indicators of the overall performance, development and position of the company.

FUTURE DEVELOPMENTS

The directors expect the growth in sales to continue as the company explores new products and customers.

POLICY ON EMPLOYEES

The company is committed to achieving a working environment which provides equality of opportunity and freedom from unlawful discrimination on the basis of gender, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or national origin, disability or age, pregnancy or maternity, trade union membership or the fact that they are part-time workers. The company's Equality and Diversity policy aims to remove unfair and discriminatory practices within the company and to encourage full contribution from its diverse community. The company is committed to actively opposing all forms of discrimination. The company also aims to provide a service that does not discriminate against its clients in the means by which they can access the services supplied by the company. The company believes that the director, employees and customers are entitled to be treated with respect and dignity. The company's employment policy is to provide equal opportunity to all current and prospective employees without any discrimination. They endeavour to provide a work environment in which all individuals are treated with respect and dignity.

SOCIAL, ENVIRONMENT AND ETHICAL MATTERS

The company believes that by operating in an ethical and social aware manner they will help preserve the environment; that being an integral part of efficient and profitable business management. The directors recognise that success in these areas depends on the involvement and commitment of everyone in the organisation.

POLICY ON PAYMENT OF CREDITORS

The policy of the company is to agree terms of payment prior to commencing trade with a supplier and to abide by those terms on a timely submission of invoices.

ON BEHALF OF THE BOARD:

Mr E Alhaslioglu - Director

23 September 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of wholesale of fruits and vegetables.

DIVIDENDS

An interim dividend of £1.20 per share was paid on 24 April 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 March 2025 will be £ 30,000 .

DIRECTORS

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

Mr E Alhaslioglu

Mrs I Asan Alhaslioglu

POLITICAL AND CHARITABLE DONATIONS AND EXPENDITURE

Donations were non political.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

Mr E Alhaslioglu - Director

23 September 2025

Opinion

We have audited the financial statements of Toprak UK Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

We obtained an understanding of the legal and regulatory framework that are applicable to the company and determined that the most significant are the food standards regulation, money laundering and anti bribery regulations. We understand how the company is complying with those regulations by making enquiries of management and key personel; we also reviewed correspondence files. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements using our general commercial and sector experience, through discussion with the directors and other management (as required by auditing standards) and from inspection of the company's regulatory and legal correspondence. We discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. We communicated those identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures, we did not become aware of actual or suspected non-compliance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Altan Kemal FCA FCCA (Senior Statutory Auditor)

for and on behalf of Alton & Co

Chartered Accountants

& Statutory Auditors

239-241 Kennington Lane

London

SE11 5QU

23 September 2025

REVENUE

40,948,811

35,350,110

Cost of sales

37,821,730

32,679,319

GROSS PROFIT

3,127,081

2,670,791

Administrative expenses

1,865,009

1,658,050

1,262,072

1,012,741

Other operating income

15,239

5,238

OPERATING PROFIT

4

1,277,311

1,017,979

Interest receivable and similar income

52,017

25,071

1,329,328

1,043,050

Interest payable and similar expenses

5

18,301

21,054

PROFIT BEFORE TAXATION

1,311,027

1,021,996

Tax on profit

6

389,558

317,148

PROFIT FOR THE FINANCIAL YEAR

921,469

704,848

PROFIT FOR THE YEAR

921,469

704,848

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

921,469

704,848

FIXED ASSETS

Property, plant and equipment

8

454,458

679,756

CURRENT ASSETS

Inventories

9

420,550

280,787

Debtors

10

4,465,995

3,175,150

Cash at bank and in hand

3,446,208

2,367,339

8,332,753

5,823,276

CREDITORS

Amounts falling due within one year

11

5,201,514

3,787,433

NET CURRENT ASSETS

3,131,239

2,035,843

TOTAL ASSETS LESS CURRENT LIABILITIES

3,585,697

2,715,599

CREDITORS

Amounts falling due after more than one year

12

(33,578

)

(59,428

)

PROVISIONS FOR LIABILITIES

15

(106,619

)

(102,140

)

NET ASSETS

3,445,500

2,554,031

CAPITAL AND RESERVES

Called up share capital

16

25,000

25,000

Retained earnings

17

3,420,500

2,529,031

SHAREHOLDERS' FUNDS

3,445,500

2,554,031

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

Mr E Alhaslioglu - Director

Mrs I Asan Alhaslioglu - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

25,000

1,824,183

1,849,183

Changes in equity

Total comprehensive income

-

704,848

704,848

Balance at 31 March 2024

25,000

2,529,031

2,554,031

Changes in equity

Dividends

-

(30,000

)

(30,000

)

Total comprehensive income

-

921,469

921,469

Balance at 31 March 2025

25,000

3,420,500

3,445,500

Cash flows from operating activities

Cash generated from operations

1

1,534,327

1,638,811

Interest paid

(15,471

)

(16,702

)

Interest element of hire purchase payments paid

(2,830

)

(4,352

)

Tax paid

(272,811

)

(173,831

)

Net cash from operating activities

1,243,215

1,443,926

Cash flows from investing activities

Purchase of tangible fixed assets

(160,072

)

(313,533

)

Interest received

52,017

25,071

Net cash from investing activities

(108,055

)

(288,462

)

Cash flows from financing activities

Loan repayments in year

(10,185

)

(8,981

)

Capital repayments in year

(15,410

)

(35,044

)

Amount withdrawn by directors

(696

)

232

Equity dividends paid

(30,000

)

-

Net cash from financing activities

(56,291

)

(43,793

)

Increase in cash and cash equivalents

1,078,869

1,111,671

Cash and cash equivalents at beginning of year

2

2,367,339

1,255,668

Cash and cash equivalents at end of year

2

3,446,208

2,367,339

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

2025

2024

£

£

Profit before taxation

1,311,027

1,021,996

Depreciation charges

385,370

379,398

Finance costs

18,301

21,054

Finance income

(52,017

)

(25,071

)

1,662,681

1,397,377

(Increase)/decrease in inventories

(139,763

)

80,079

(Increase)/decrease in trade and other debtors

(1,290,845

)

153,643

Increase in trade and other creditors

1,302,254

7,712

Cash generated from operations

1,534,327

1,638,811

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

3,446,208

2,367,339

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

2,367,339

1,255,905

Bank overdrafts

-

(237

)

2,367,339

1,255,668

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

2,367,339

1,078,869

3,446,208

2,367,339

1,078,869

3,446,208

Debt

Finance leases

(61,640

)

15,410

(46,230

)

Debts falling due within 1 year

(10,068

)

(255

)

(10,323

)

Debts falling due after 1 year

(13,198

)

10,440

(2,758

)

(84,906

)

25,595

(59,311

)

Total

2,282,433

1,104,464

3,386,897

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	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.

Turnover

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

Turnover is recognised when the goods are physically delivered to or collected by the customer and is generated from the ordinary activities of the business. All turnover are derived from sales in the UK.

The accrual model is used in recognition of grants where grants are matched against the expenditure it is compensating for.

Tangible fixed assets

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

Short leasehold

-

straight line over the life of the lease

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Stocks

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

Cost is determined on a first in first out basis. Net realisable value represents estimated selling price less any additional costs to sell.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

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.

Consignment purchases

Goods acquired on consignment are not recognised as the company's purchases until the title of the goods changes to the company; this occurs when the goods are sold.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

655,602

558,504

Social security costs

42,797

32,864

Other pension costs

2,682

2,665

701,081

594,033

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

2025

2024

Directors

2

2

Accounts and management

6

6

Operations

28

29

36

37

2025

2024

£

£

Directors' remuneration

130,000

130,000

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

55,834

43,687

Other operating leases

283,984

341,217

Depreciation - owned assets

385,370

379,399

Auditors' remuneration

15,091

11,086

Taxation compliance services

4,730

3,835

Other non- audit services

6,675

3,625

Foreign exchange differences

-

2

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

464

1,667

Interest and penalties

7

34

Finance charges

15,000

15,001

Hire purchase

2,830

4,352

18,301

21,054

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

385,079

272,811

Deferred tax

4,479

44,337

Tax on profit

389,558

317,148

7.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

30,000

-

8.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

Short

Plant and

and

Motor

leasehold

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 April 2024

771,721

735,916

43,190

177,750

1,728,577

Additions

-

79,841

80,231

-

160,072

At 31 March 2025

771,721

815,757

123,421

177,750

1,888,649

DEPRECIATION

At 1 April 2024

500,525

440,388

11,081

96,827

1,048,821

Charge for year

243,212

93,842

28,085

20,231

385,370

At 31 March 2025

743,737

534,230

39,166

117,058

1,434,191

NET BOOK VALUE

At 31 March 2025

27,984

281,527

84,255

60,692

454,458

At 31 March 2024

271,196

295,528

32,109

80,923

679,756

9.	INVENTORIES

2025

2024

£

£

Finished goods

420,550

280,787

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

3,786,678

2,937,247

Purchase ledger debit balances

37,275

37,121

Rent deposit

98,016

98,016

RBS invoice finance

73,008

41,842

Toprak UK Catering Ltd

1,680

1,680

Alhas Property Investments Ltd

355,000

-

VAT

35,837

18,128

Prepayments and accrued income

12,621

-

Prepayments

65,880

41,116

4,465,995

3,175,150