REGISTERED NUMBER: 08287161 (England and Wales)

Mirpa 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

5

Report of the Independent Auditors

7

Income Statement

11

Other Comprehensive Income

12

Statement of Financial Position

13

Statement of Changes in Equity

14

Notes to the Financial Statements

15

DIRECTORS:

Mr S Cagin

Mr C Agcagul

REGISTERED OFFICE:

Stands 31-34

New Spitalfields Market

Sherrin Road, Leyton

London

E10 5SH

REGISTERED NUMBER:

08287161 (England and Wales)

SENIOR STATUTORY AUDITOR:

Altan Kemal FCA FCCA

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.

Mirpa Ltd is a subsidiary of Masca holdings Ltd with the sale of fruit and vegetables as its main activity. The performance of the company has been in accordance with the expectations of the directors. The company has shown a high degree of resilience in a competitive industry enabling it to achieve targeted results.

REVIEW OF BUSINESS

Turnover for the company was higher than that of last year. Overall performance was also in line with that of last year. This was in line with the expectations of the directors. They expect the company to remain resilient in the face of competition from other players in the industry. The directors are optimistic that strategies put in place to enhance performance will enable the company's performance to be better in the coming years. 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 impact on the overall performance of the company. The company's aim is to focus on specific markets (and customers) to ensure that a clear strategy to win and maintain customers is implemented and sustained.

The director recognizes the importance of all of its staff and would like to thank them for all their hard work and efforts throughout the year in helping the company make this sustainable achievement.

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 continue supplying on consignment. The level of cover depends on the financial health of the company.This is managed by keeping close watch on monthly results and dealing with poor performing lines on a timely basis.

Furthermore, the company's products are mainly fresh and perishable, so stock levels are kept very low. The company therefore, depends on the reliability of the suppliers to meet their orders at short notice to prevent stock out and the resulting loss of sales and customers.

To manage this risk, the company maintains more than one supplier in order to ensure that failure of one supplier will not affect their ability to meet anticipated demand and customer satisfaction for that matter. New product lines are being introduced to ensure that a poor performance in one line might not have a significant impact on the company.

KEY PERFORMANCE INDICATORS

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

2025

2024

£

£

Turnover

32,543

31,827

Gross Profit

3,673

4,492

Net Profit before tax and exceptional item

2,268

2,108

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.

COMPANY 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.

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 directors, 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.

FUTURE DEVELOPMENT

The directors expects a growth in sales in the future as the company explores new products and customers.

ON BEHALF OF THE BOARD:

Mr S Cagin - Director

19 December 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 Fruit & Vegetables.

DIVIDENDS

An interim dividend of £10 per share was paid on 30 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 £ 200,000 .

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 S Cagin

Mr C Agcagul

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

ON BEHALF OF THE BOARD:

Mr S Cagin - Director

19 December 2025

Opinion

We have audited the financial statements of Mirpa 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 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 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 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 five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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, anti bribery regulations and money laundering 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

29 December 2025

REVENUE

32,543,060

31,827,789

Cost of sales

28,869,625

27,335,823

GROSS PROFIT

3,673,435

4,491,966

Administrative expenses

6,826,353

2,368,656

(3,152,918

)

2,123,310

Other operating income

6,397

-

OPERATING (LOSS)/PROFIT

4

(3,146,521

)

2,123,310

Interest payable and similar expenses

6

15

14,850

(LOSS)/PROFIT BEFORE TAXATION

(3,146,536

)

2,108,460

Tax on (loss)/profit

7

25,235

40,519

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(3,171,771

)

2,067,941

(LOSS)/PROFIT FOR THE YEAR

(3,171,771

)

2,067,941

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(3,171,771

)

2,067,941

FIXED ASSETS

Property, plant and equipment

9

4,969

8,682

CURRENT ASSETS

Inventories

10

637,570

200,062

Debtors

11

3,331,595

9,326,438

Cash at bank and in hand

4,628,003

3,858,369

8,597,168

13,384,869

CREDITORS

Amounts falling due within one year

12

3,294,635

4,713,349

NET CURRENT ASSETS

5,302,533

8,671,520

TOTAL ASSETS LESS CURRENT LIABILITIES

5,307,502

8,680,202

PROVISIONS FOR LIABILITIES

15

1,242

2,171

NET ASSETS

5,306,260

8,678,031

CAPITAL AND RESERVES

Called up share capital

16

20,000

20,000

Retained earnings

17

5,286,260

8,658,031

SHAREHOLDERS' FUNDS

5,306,260

8,678,031

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

Mr S Cagin - Director

Mr C Agcagul - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

20,000

6,590,090

6,610,090

Changes in equity

Total comprehensive income

-

2,067,941

2,067,941

Balance at 31 March 2024

20,000

8,658,031

8,678,031

Changes in equity

Dividends

-

(200,000

)

(200,000

)

Total comprehensive loss

-

(3,171,771

)

(3,171,771

)

Balance at 31 March 2025

20,000

5,286,260

5,306,260

1.	STATUTORY INFORMATION

Mirpa 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Masca Holdings Limited is the parent company of the group and copies of the consolidated accounts can be obtained from Unit 2, The Britannia Centre, Lenthall Road, Loughton, IG10 3SQ.

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 customer takes delivery of their order and it is derived from the ordinary activities of the business.

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

FF & equipment

-

25% on reducing balance

Computer equipment

-

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 based on the first in first out method of stock valuation and net realisable value is the sales value of the stock less any additional cost 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

505,205

679,512

Social security costs

38,521

61,494

Other pension costs

4,640

6,263

548,366

747,269

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

2025

2024

Directors

2

2

Administration

2

2

Operations

22

22

26

26

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

2025

2024

£

£

Hire of plant and machinery

132,017

232,646

Leasing of motor vehicle

278,139

330,273

Depreciation - owned assets

1,657

2,894

Loss on disposal of fixed assets

2,055

-

Auditors' remuneration

22,000

17,000

Taxation advisory services

5,600

1,000

Other non- audit services

15,100

16,801

5.	EXCEPTIONAL ITEMS

2025

2024

£

£

Inter co balances written off

(5,414,693

)

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Interest and penalties

15

-

Disallowed Interest

-

14,850

15

14,850

7.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

26,164

41,242

Deferred tax provision

(929

)

(723

)

Tax on (loss)/profit

25,235

40,519

UK corporation tax has been charged at 20% .

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

(Loss)/profit before tax

(3,146,536

)

2,108,460

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(786,634

)

527,115

Effects of:

Expenses not deductible for tax purposes

3

-

Depreciation in excess of capital allowances

-

3,713

adjustment

Group loss relief

(541,807

)

(490,309

)

Inter co balances written off

1,353,673

-

Total tax charge

25,235

40,519

8.

DIVIDENDS

2025

2024

£

£

ordinary shares of £1 each

Interim

200,000

-

9.	PROPERTY, PLANT AND EQUIPMENT

Short

Plant and

FF &

Computer

leasehold

machinery

equipment

equipment

Totals

£

£

£

£

£

COST

At 1 April 2024

232,317

138,150

48,684

10,709

429,860

Disposals

-

-

(48,684

)

-

(48,684

)

At 31 March 2025

232,317

138,150

-

10,709

381,176

DEPRECIATION

At 1 April 2024

232,316

132,315

46,628

9,919

421,178

Charge for year

-

1,459

-

198

1,657

Eliminated on disposal

-

-

(46,628

)

-

(46,628

)

At 31 March 2025

232,316

133,774

-

10,117

376,207

NET BOOK VALUE

At 31 March 2025

1

4,376

-

592

4,969

At 31 March 2024

1

5,835

2,056

790

8,682

10.	INVENTORIES

2025

2024

£

£

Finished goods

637,570

200,062

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

3,121,111

3,317,524

Deposits

122,178

82,678

Rent deposit

57,418

57,418

Amounts owed by group undertakings

-

5,824,988

VAT

30,888

43,830

3,331,595

9,326,438

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 13)

2,239

2

Trade creditors

3,224,376

3,922,942

Amounts owed to group undertakings

-

799,309

Corporation tax payable

19,767

(88,471

)

Social security and other taxes

10,720

2,753

Pension Control Accounts

2,233

(4,793

)

Accrued expenses

35,300

81,607

3,294,635

4,713,349

13.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

2,239

2

14.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

236,632

435,070

Between one and five years

159,094

755,860

395,726

1,190,930

15.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

1,242

2,171