REGISTERED NUMBER: 02739808 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

for

WISMETTAC HARRO FOODS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

6

Statement of Directors' Responsibilities

12

Independent Auditors' Report

13

Income Statement

17

Other Comprehensive Income

18

Balance Sheet

19

Statement of Changes in Equity

20

Notes to the Financial Statements

21

DIRECTORS:

K Hayashi

T Suzuki

A Teramoto

REGISTERED OFFICE:

Oak Point

Oakcroft Road

Chessington

Surrey

KT9 1RH

REGISTERED NUMBER:

02739808 (England and Wales)

AUDITORS:

P and Co (Partners) LLP

Chartered Accountants and

Statutory Auditors

18 Ensign Street

London

E1 8PA

SOLICITORS:

3CS Corporate Solicitors

60 Moorgate

London

EC2R 6EJ

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

ACTIVITIES

The company's business is the wholesale provision of Japanese and Asian foods to restaurants, retailers, wholesale and manufacturing sectors.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

The results for the year ended 31 December 2024 are set out in the Income Statement. During the year, the company made a loss after taxation of £26,100,184 (2023: profit of £1,320,515).

Annual turnover has decreased by 39.3% compared to the year ended 31 December 2024. The gross profit margin is 26.9% which is increased from last year (2023: 21.4%). Distribution cost over turnover, which the directors regard as a key performance indicator, increased from 7.8% in 2023 to 10.6% in 2024, following the removal of the distribution contract with a major customer. The increase in administrative expenses from £6,682,797 in 2023 to £32,062,855 in 2024 is primarily due to the impairment loss of the investment costs in the current year. These factors contributed to an operating loss in 2024 of £24,304,962 (2023: profit of £1,703,855).

At 31 December 2024, the company's net liabilities are £14,847,360 (2023: net assets of £11,252,824).

The company is principally concerned with the supply of goods to restaurants and takeaways and trading for the business improved as a result of customer expansion. Whilst the markets were affected by the war in Ukraine and the cost of living crisis, the forward market trend remains positive.

Inflation in both food prices and freight costs continues to increase the cost of goods and has led to a reduction in demand in some sectors, while customers are also feeling inflationary pressure and seeing lower margins reflecting in a downbeat and highly competitive marketplace. Management has aimed to reduce cost and is seeking new distribution strategy and developing new product lines to exploit business opportunities. The directors are satisfied with the operating profit before impairment during the year under the market conditions.

The company ensures it is aware of and complies with the rapidly changing regulations concerning food hygiene and safety and has British Retail Consortium ("BRC") AA accreditation for its foods safety management system.

The strength of the company is increased by utilizing our group purchasing facility, which enables the company to find the most competitive products for supplying to its customers.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activities expose it to a number of financial risks including foreign currency risk, credit risk, liquidity risk and price risk. The use of financial derivatives is governed by the company's policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The company does not use derivative financial instruments for speculative purposes.

Foreign currency risk

The company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The company uses foreign exchange forward contracts arranged through high credit-rated banking grounds to hedge exposure.

Credit risk

The company's principal financial assets are bank balances and trade receivables.

The company's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identifiable loss event which based on previous experience, is evidence of a reduction in recoverability of the cash flow.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The company has contracted with an insurance company, with high credit-ratings assigned by international credit rating agencies, to mitigate the credit risk of conducting business with its customers. The directors consider that the company has successfully reduced its credit risk as much as economically viable, and the management continues to monitor its credit position limits very closely.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operation and future developments, the company issues a mixture of long-term and short-term debt finance. The company's position as part of the Nishimoto Wismettac Group ("the group") means that it has access to finance facilities both internal and external to the group.

Price risk

The company is exposed to commodity price risk, due to both market conditions and foreign rate variation. The company does not manage its exposure to commodity price risk due to cost benefit considerations.

Utilities cost

The company has managed to reduced costs in 2024, through reducing consumption, improving energy efficiencies and negotiating better prices. It will continue review the markets to ensure there are no major rises and will look to reduce costs further in 2025.

Global conflicts

The ongoing conflict in the Middle East will continue to affect shipping channels in the Red Sea and access to the Suez canal. However, the company is well placed to avoid delays in the supply chain and stock levels maintained to ensure continuous supply allowing for longer shipping times.

SECTION 172(1) STATEMENT

The board of directors delegates authority for day-to-day management of the company to the senior management team, subject to defined limits and monitoring by the board. The board routinely monitors the delegation of authority, ensuring that it is regularly updated, while retaining ultimate responsibility.

The directors have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

a. the likely consequences of any decision in the long term,

b. the interests of the company's employees,

c. the need to foster the company's business relationships with suppliers, customers and others,

d. the impact of the company's operations on the community and the environment,

e. the desirability of the company maintaining a reputation for high standards of business conduct and,

f. the need to act fairly as between members of the company.

The board receives regular reports by the business about strategy, performance and key decisions made. This provides the board assurance that the proper consideration is given to stakeholder's interest. It uses this information to assess the impact of the decisions on each stakeholder group as part of its own decision making process.

The company recognises the following key stakeholder groups which are relevant to the proper discharge of the directors' duties of Section 172 and to promote the success of the company.

- Employees

- Customer and suppliers

- Communities and the environment

- Other stakeholders

Employees

Our people are the key to the success of the company, we sincerely crave them to be successful both individually and as a team. The group carries out a twice yearly surveys, the results of this survey are shared with the board and local management to understand engagement of staff with the company. The employee engagement invites all departments to give their views on their relationship with managers, personal growth, company support, strategy and vision. The board will then consider and discuss on those feedbacks and review the strategy.

Customers and suppliers

The company dedicated to delivering Asian Food solutions to the UK. Our vision is to become No.1 in the UK market, with our customers’ success remaining our highest priority.

To achieve this, we are committed to strengthening our relationships with our customers by demonstrating strong team spirit. We continuously seek opportunities to improve by reducing operational costs and enhancing our service level, while delivering our services with respect and integrity.

Wismettac group, established in 1912, has built strong and enduring partnerships with suppliers globally. The company can leverage this global sourcing network in a cost efficient manner, enabling us to offer a wide range of options to our customers in the UK.

Our suppliers are experts in a wide range of products across the world. The company fully utilises the global buying facility to provide new and cost effective options to our customer base. The payment to suppliers is referred to the terms agreed and payments are made promptly to ensure our continued success in these relationships.

Communities and the environment

The company fully acknowledges the responsibilities on empowering the communities and preserving the environment. Recognising the significance of climate change, the company has plans and dedicated to improve energy efficiency. More information can be found with the streamlined energy and carbon reporting section.

Other stakeholders

We believe the company has met the highest standards of the industry on food safety and we achieve and are committed to achieving BRC standard for storage and distribution. In 2024, the business achieved AA grade for BRC accreditation.

The business holds regular health and safety meetings and has dedicated resources to ensure that all staffs are properly trained and that the standards are maintained. All equipment is regularly inspected and we have made improvements to the transport compliance systems and routing system with further dedicated resources.

Customer safety is of paramount importance and the logistics teams work closely with customers to ensure that deliveries are timely with Health and Safety protocols in place.

GOING CONCERN

The company prepares forecast and cash flow projections to identify the level of financial resources required for its future operations. The results are shared with the parent company and the group, which has confirmed its continued support for the company's cash flow requirements via a signed letter of support. The company continues to have access to an overdraft facility guaranteed by the parent company. As the impairment losses provided for the year ended 31 December 2024, means the company's equity position is expected to be negative £14.8 millions, this is in technical breach of covenant on the long-term loan with SMBC (€31.35 millions). This has been discussed with SMBC as part of our overall credit facilities and it is satisfied that with the parental guarantees in place and a process for Nishimoto Co Ltd, Tokyo to provide capital injection in the near future, that the loan can remain in place.

Under the economic uncertainty like labour shortage and rising costs in the UK, the business has transformed to strengthen our core strength to support Asian/Japanese restaurant.

Although revenue declined in 2024 and remains lower in 2025 following the termination of a distribution contract with a major customer, the business anticipates expansion into new areas, increased market share, and accelerated growth in the coming years. The directors remain confident that the business is a going concern.

With a continued focus on improving margins and funding from group undertakings and banks, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements.

APPROVED AND SIGNED ON BEHALF OF THE BOARD:

K Hayashi - Director

18 September 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.

FUTURE DEVELOPMENTS

Information regarding future developments of the Company is included in the Strategic Report.

DIRECTORS

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

K Hayashi

T Suzuki

Other changes in directors holding office are as follows:

I D Hetherington - resigned 16 December 2024

H Shinkai - resigned 16 December 2024

A Teramoto - appointed 16 December 2024

STREAMLINED ENERGY AND CARBON REPORTING

Introduction

As Wismettac Harro Foods Limited ("WHF" or "the Company") is classified as a large unquoted company under the definitions set in Section 465 and 466, Chapter 15 of Companies Act 2006, it needs to comply with the government legislation implemented by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("the 2018 Regulations") on Streamlined Energy and Carbon Reporting (SECR).

To fulfil this, we have measured our UK energy and greenhouse gas emissions as classified within Scope 1, Scope 2, and mandatory elements of Scope 3 of the SECR regulations, which are presented in Tables 1 and 2. We are not reporting non-mandatory elements of Scope 3 energy and greenhouse gas (GHG) emissions.

This year, we have decided to voluntarily report emissions for our subsidiary, Sco-Fro Group (Sco-Fro), even though Sco-Fro itself does not meet the SECR reporting threshold, in order to enhance transparency and align with broader sustainability reporting practices across the group. FY24 marks Sco-Fro’s first year of reporting.

Organisational and Operational Boundaries of the Company

WHF’s structural and operational boundaries are the same. We are operating from our head office located at Oak Point, Oakcroft Road, Chessington, Surrey, KT9 1RH UK.

Sco-Fro, operates from 229 St Vincent Street, Glasgow, G2 5QY.

Environmental Performance

For SECR reporting, WHF follows a widely recognised Greenhouse Gas Reporting Protocol - Corporate Standard methodology.

WHF’s and Sco-Fro‘s energy consumption and associated GHG emissions for FY24 (1 January 2024 - 31 December 2024) are shown below in Table 1 and Table 2.

Table 1: Total energy consumption and associated GHG emissions from Scope 1, Scope 2, and Scope 3 emissions for the FY24 reporting period for WHF

Energy Type:

Energy Use

% Split kWh

Emissions

% Split

(kWh)

(tCO2e)

tCO2e

Stationary Combustion

(Scope 1)

340,017

12%

62.19

10%

Electricity

(Scope 2)

1,154,944

40%

239.13

37%

Transport - MobileCombustion and Business Travel

(Scope 1 & 3)

1,362,094

48%

344.82

53%

Total

(Scope 1, 2

2,857,055

100%

646.14

100%

and 3)

Table 2: Total energy consumption and associated GHG emissions from Scope 1, Scope 2, and Scope 3 emissions for the FY24 reporting period for Sco-Fro

Energy Type:

Energy Use

% Split kWh

Emissions

% Split

(kWh)

(tCO2e)

tCO2e

Stationary Combustion

(Scope 1)

79,626

56%

14.56

53%

Electricity

(Scope 2)

61,771

44%

12.79

47%

Transport - MobileCombustion and Business Travel

(Scope 1 & 3)

-

0%

-

0%

Total

(Scope 1, 2

141,397

100%

27.35

100%

and 3)

Intensity Ratio

Intensity ratios compare emissions data with an appropriate business metric or financial indicator. This allows a comparison of energy efficiency performance over time and with other similar types of organisations. We chose to compare overall energy consumption and associated emissions against the total number of full time equivalent (FTE) employees and the annual turnover figure in FY24.

Table 3: Intensity Ratio - Energy consumption and associated GHG emissions against the average number of FTE employees for WHF

Company Unit

Reporting Year

Total Energy Consumption

Total GHG emissions

FTEEmployees

Intensity Ratio

Intensity Ratio

(kWh)

(tCO2e)

(-)

(kWh/FTE)

(tCO2e/FTE)

WHF

FY22

4,708,764

1087.00

106

44,422

10.25

WHF

FY23

4,010,441

912.06

113

35,491

8.07

WHF

FY24

2,857,055

646.14

90

31,745

7.18

Sco-Fro

FY24

141,397

27.35

18

7,855

1.52

Table 4: Intensity Ratio - Energy consumption and associated GHG emissions against the £100,000 of annual turnover for WHF

Company Unit

Reporting Year

Total Energy Consumption

Total GHG emissions

Annual turnover

Intensity Ratio

Intensity Ratio

(kWh)

(tCO2e)

(£)

(kWh/

(tCO2e/

£100,000

£100,000

turnover)

turnover)

WHF

FY22

4,708,764

1087.00

51,401,056

9,161

2.11

WHF

FY23

4,010,441

912.06

61,946,822

6,474

1.47

WHF

FY24

2,857,055

646.14

37,599,497

7,599

1.72

Sco-Fro

FY24

141,397

27.35

23,400,000

604

0.12

The intensity ratio based on FTE has decreased compared to the previous year, primarily due to lower overall energy consumption. The reduction reflects the impact of energy efficiency actions implemented during FY24, which contributed to decreased gas and electricity use. However, the intensity ratio based on turnover has increased, driven by a significant drop in annual turnover for the reporting period.

Compared to the baseline year (FY22), both FTE-based and turnover-based intensity ratios have declined, as overall energy consumption has fallen, indicating improved operational efficiency over the longer term.

Energy intensity ratios are calculated and presented as advised by the Department of Business Energy and Industry Strategy (BEIS) and the Department of Energy Security and Net Zero (DESNZ) recommendations.

Historical data - energy trend

Organisations are required to choose a baseline year for reporting. We use the first reporting period FY22 as our baseline year. We will be reporting our energy performance trend for a period of 5 years.

As FY24 is the first reporting year for Sco-Fro, there is currently no historical energy trend available. FY24 will represent the baseline year going forward.

The tables below show energy and GHG emissions for the baseline year (FY22), FY23, and FY24 reporting periods. This information supports the development of energy and GHG reduction targets and analysis of the consumption and emission trends.

Table 5: Energy Use - 5-year trend

Energy Type:

Energy Use - 5-year trend(kWh)

Baseline Year- SECR

SECR

SECR

SECR

SECR

Year 1

Year 2

Year 3

Year 4

Year 5

FY22

FY23

FY24

FY25

FY26

Combustion of Gas

(Scope 1)

543,934

596,310

340,017

Grid supplied Electricity

(Scope 2)

1,266,613

1,348,436

1,154,944

Transport(Vehicle fleet)

(Scope 1)

2,885,212

2,052,559

1,345,424

Transport(Grey Fleet and leased car)

(Scope 3)

13,005

13,136

16,670

Total

(Scope 1, 2 and 3)

4,708,764

4,010,441

2,857,055

Table 6: GHG emissions - 5-year trend

Energy Type:

GHG emissions - 5-year trend(tCO2e)

Baseline Year- SECR

SECR

SECR

SECR

SECR

Year 1

Year 2

Year 3

Year 4

Year 5

FY22

FY23

FY24

FY25

FY26

Combustion of Gas

(Scope 1)

99.3

109.08

62.19

Grid supplied Electricity

(Scope 2)

244.9

279.22

239.13

Transport(Vehicle fleet)

(Scope 1)

739.7

520.68

340.91

Transport(Grey Fleet and leased car)

(Scope 3)

3.1

3.08

3.91

Total

(Scope 1, 2 and 3)

1087

912.06

646.14

Energy use and GHG emissions have decreased in FY24 compared to both the baseline year and the previous reporting year, reflecting a continued downward trend over the three-year period.

Energy Efficiency Actions

During FY24, we implemented several targeted energy efficiency measures across our operations. Heating controls in the warehouse were upgraded to timed systems, which prevented unnecessary gas usage during unoccupied hours, particularly overnight and on weekends. In addition, repairs were made to previously inefficient heating units, resulting in improved performance and reduced consumption. Significant electricity savings were achieved through the optimisation of refrigeration systems. This included the replacement of ageing condenser units with more efficient alternatives and adjustments to temperature settings on chilled storage units, reducing the energy demand of the facility’s largest electrical load. The installation of new freezer doors further improved thermal retention and operational efficiency. Finally, we upgraded all on-site lighting from legacy systems to LED technology, delivering consistent energy reductions over the reporting period.

No energy efficiency actions were implemented by Sco-Fro within the reporting period.

Methodology

Below we outline the methodology used for determining the energy and carbon emissions for the following:

- Natural gas used for building space heating (Scope 1);

- Electricity used for lighting, heating, ventilation, and air conditioning (HVAC), and the operation of office equipment (Scope 2);

- The use of vans and heavy good vehicles (HGV) for goods transportation (Scope 1);

- The use of privately owned vehicles for business travel - grey fleet (Scope 3).

Gas and electricity consumption data is derived from monthly invoice data where we are directly responsible for the energy use. Where required, energy use was adjusted to represent a full year’s data.

Transport emissions were determined based on recorded mileage data for both fleet vehicles and grey fleet vehicles. Grey fleet vehicles were categorised into small diesel cars, small and medium-sized petrol cars, and medium-sized vehicles with unknown fuel types. Fleet vehicles were broken down into two groups:

- Average vans weighing up to 3.5t;

- HGV: rigid vehicles weighing 3.5t to 7.5 t.

The appropriate conversion factors were used to convert into carbon dioxide equivalent emissions.

For Sco-Fro, this is the first year of voluntary SECR reporting. The company does not operate any vehicles. While there are some business travel emissions from employee-owned vehicles (grey fleet), the volume of this type of business travel emissions was considered very small and therefore immaterial to the overall carbon footprint. Therefore, no Scope 1 and Scope 3 transportation emissions were reported. The methodology for calculating energy consumption and associated carbon emissions therefore considers only natural gas used for space heating under Scope 1, and electricity consumption for lighting, HVAC and the operation of office equipment under Scope 2.

GHG emissions have been calculated using the UK Government approved and published conversion factors for company reporting FY24 (see table 7).

Table 7: Energy and Carbon Conversion Factors for Gas, Electricity, and Transportation Vehicles

Activity

Fuel

Unit

Year

kgCO2e/kWh

Grid Supplied Electricity

Electricity: UK

kWh

2024

0.20705

Stationary Combustion

Natural gas

kWh

2024

0.18290

Fuel

Vehicle size

Conversion factor(kg/mile)

Conversion factor (kWh/mile)

Diesel

Small

0.2252

0.8876

Diesel

Average Van (up to 3.5 tonnes)

0.4027

1.5957

Diesel

HGV: Rigid (>3.5 - 7.5 tonnes)

0.7843

3.0876

Petrol

Small

0.2313

0.9970

Petrol

Medium

0.2853

1.2310

Unknown

Medium

0.2777

1.1440

Unknown

Average

0.2686

1.1131

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, P and Co (Partners) LLP, have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

APPROVED AND SIGNED ON BEHALF OF THE BOARD:

K Hayashi - Director

18 September 2025

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of WISMETTAC HARRO FOODS 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 and 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 101 'Reduced Disclosure Framework' (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, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Auditors' Report 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 twelve, 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 an Auditors' Report 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.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud is detailed below.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our understanding of the company and the industry in which it operates.

The principal risks of non-compliance with laws and regulations related to failure to comply with UK tax regulations and employment laws in the relevant jurisdictions, health and safety legislation, anti-bribery legislation, general data protection regulation (GDPR), and relevant legislation such as the Criminal Finance Act 2017 and we considered the extent to which non-compliance might have a material effect on amounts or disclosures in the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements including the financial reporting legislation and the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting for estimates including estimates relating to investment impairment, stock provision, and provision for bad and doubtful debts.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraph above. Audit procedures performed included, but were not limited to:

- discussing with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- reading minutes of meetings of those charged with governance;

- inspecting the company's regulatory and legal correspondence;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- identifying and testing journal entries, in particular journal entries posted with unusual account combinations;

- testing of assumptions and judgements made by management in making significant accounting estimates; and

- reviewing the financial statement disclosures and agreeing to underlying supporting documentation.

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. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through collusion. 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 Auditors' Report.

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 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.

Sangyai Jonathan Pitayanukul (Senior Statutory Auditor)

for and on behalf of P and Co (Partners) LLP

Chartered Accountants and

Statutory Auditors

18 Ensign Street

London

E1 8PA

24 September 2025

TURNOVER

4

37,599,497

61,946,822

Cost of sales

(27,503,677

)

(48,720,361

)

GROSS PROFIT

10,095,820

13,226,461

Distribution costs

(3,978,552

)

(4,862,164

)

Administrative expenses

(32,062,855

)

(6,682,797

)

(25,945,587

)

1,681,500

Other operating income

5

1,640,625

22,355

OPERATING (LOSS)/PROFIT

(24,304,962

)

1,703,855

Interest receivable and similar income

518,064

86,671

(23,786,898

)

1,790,526

Interest payable and similar expenses

7

(2,211,122

)

(818,581

)

(LOSS)/PROFIT BEFORE TAXATION

8

(25,998,020

)

971,945

Tax on (loss)/profit

10

(102,164

)

348,570

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(26,100,184

)

1,320,515

(LOSS)/PROFIT FOR THE YEAR

(26,100,184

)

1,320,515

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(26,100,184

)

1,320,515

FIXED ASSETS

Owned

Property, plant and equipment

11

5,333,265

5,576,933

Right-of-use

Property, plant and equipment

11, 18

487,589

669,068

Investments

12

8,472,312

35,745,024

14,293,166

41,991,025

CURRENT ASSETS

Inventories

13

6,526,527

8,773,106

Debtors

14

8,684,634

4,711,067

Cash at bank and in hand

10,169,147

9,184,564

25,380,308

22,668,737

CREDITORS

Amounts falling due within one year

15

(20,946,947

)

(45,031,831

)

NET CURRENT ASSETS/(LIABILITIES)

4,433,361

(22,363,094

)

TOTAL ASSETS LESS CURRENT LIABILITIES

18,726,527

19,627,931

CREDITORS

Amounts falling due after more than one year

16

(33,400,762

)

(8,184,695

)

PROVISIONS FOR LIABILITIES

19

(173,125

)

(190,412

)

NET (LIABILITIES)/ASSETS

(14,847,360

)

11,252,824

CAPITAL AND RESERVES

Called up share capital

20

600,000

600,000

Retained earnings

21

(15,447,360

)

10,652,824

SHAREHOLDERS' FUNDS

(14,847,360

)

11,252,824

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

K Hayashi - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

600,000

9,332,309

9,932,309

Changes in equity

Total comprehensive income

-

1,320,515

1,320,515

Balance at 31 December 2023

600,000

10,652,824

11,252,824

Changes in equity

Total comprehensive income

-

(26,100,184

)

(26,100,184

)

Balance at 31 December 2024

600,000

(15,447,360

)

(14,847,360

)

1.	STATUTORY INFORMATION

WISMETTAC HARRO FOODS LIMITED (the "Company") is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office can be found on the Company Information page.

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

Consolidation

The Company is a wholly owned subsidiary of NTC WISMETTAC EUROPE B.V., a company incorporated in the Netherlands and of its ultimate parent, Nishimoto Co., Ltd., a company incorporated in Japan. It is included in the consolidated financial statements of Nishimoto Co., Ltd., which are publicly available and can be obtained from the Tokyo Stock Exchange. Therefore, the Company is exempt, by virtue of section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements. The address of the ultimate parent’s registered office is 15th Floor, Nihonbashi Muromachi Mitsui Tower, 3-2-1, Nihonbashi Muromachi, Chuo-ku, Tokyo 103-0022 Japan.

These financial statements are separate financial statements.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

Going concern

The Company’s business activities, together with the factors likely to affect its future development and position, are set out in the Strategic Report.

The directors have reviewed forecasts and are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due at least 12 months from the date of approval of the financial statements through support and funding from its ultimate parent company and the Nishimoto Wismettac group and existing banking arrangements.

The bank covenant includes a minimum net worth requirement. If there were to be a breach of the group’s bank covenant, with no further mitigating actions or cure, it could result in an immediate repayment.

Under the directors' representation, the Company has informed the bank about the financial position is due to one-off impairment provision this year and while the loan is guaranteed by the parent company in order to support the Company to ensure the Company can meet their obligations as they fall due, the directors are certain that the breach of loan covenant will not affect going concern of the Company and will not trigger immediate repayment.

The directors, having assessed the response of the directors of the parent company to their enquiries, have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company to continue as a going concern or it’s a ability to continue with the current banking arrangement. Thus they continue to adopt the going concern basis of accounting in preparing these financial statements.

The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied in the normal course of business, net of discounts, VAT and other sales-related taxes. The Company recognises revenue when performance obligations have been satisfied and for the Company. This is when the goods have transferred to the customer and the customer has control of these. Revenue is reduced for customer returns, rebates and other similar allowances.

Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.