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Registration number: 06996833

Oceanic Seafoods Limited
Annual Report and Financial Statements
for the Period from 1 March 2024 to 31 May 2025

Oceanic Seafoods Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 8
Profit and Loss Account | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12
Notes to the Financial Statements | 13 to 23

Oceanic Seafoods Limited

Company Information

Directors | J M A Welsh B Renwick

Company secretary | J M A Welsh

Registered office | Building 1, First Floor 6 Mannin Way Lancaster Business Park Lancaster Lancashire LA1 3SW

Auditors | Forrester Boyd Robson Limited Chartered Accountants Suite 606, West Village 114 Wellington Street Leeds LS1 1BA

Oceanic Seafoods Limited

Strategic Report for the Period from 1 March 2024 to 31 May 2025

The Directors present their strategic report for the period from 1 March 2024 to 31 May 2025.

Principal activity

The principal activity of the Company is the import and export of frozen fish and seafood products.

Fair review of the business

Business Model
Oceanic Seafoods Ltd. is a leading importer, processor, and supplier of responsibly sourced seafood to UK retail and foodservice customers, as well as selected export markets. The Company’s business model is built on:
• Long-term partnerships with global fishing and processing partners.
• Rigorous technical and ethical auditing across all sites.
• Dependable, solution-led service to customers.
• Commitment to food safety, sustainability, and traceability.
Objectives and Strategy
The Company’s strategic objectives are to:
• Provide reliable, high-quality seafood supply while protecting margins and cash flow.
• Diversify sourcing across origins and species to mitigate geopolitical and quota risks.
• Maintain close customer partnerships by tailoring specifications and ensuring continuity.
• Strengthen technical and quality systems to meet rising regulatory and ESG expectations.
• Invest in new growth categories, including warm-water shrimp and luxury boutique seafood for the fine dining sector.
Business Performance Review (FY 2024/25)
The 15-month period was dominated by geopolitical disruption. The Russia–Ukraine conflict and subsequent trade sanctions significantly reshaped the whitefish supply chain:
• The UK applied a 35% duty on Russian-origin seafood.
• The EU removed Russian produced seafood from ATQ duty suspensions and pays the full rate duty.
• In 2024, the United States extended sanctions to ban both Russian-origin and third-party processed Russian-origin seafood.
These measures created a two-tier market within the same species. Atlantic cod and haddock from Russian origin traded at discounts and were confined to restricted channels, while non-Russian supply, notably Norwegian, experienced unprecedented price inflation due to global substitution.
The Company has described the risk of securing forward contracts beyond three months as “akin to running a casino”, given the unpredictability of raw material pricing. In response, Oceanic shortened procurement horizons, adapted specifications, and worked closely with customers to manage exposure.
Despite turnover falling on an annualised basis, gross profit margin improved from 4.2% to 5.5%, reflecting effective repricing and disciplined cost control. Operating profit of £580k and profit after tax of £303k demonstrate the Company’s ability to deliver consistent profitability through volatility.
Oceanic has remained loyal to its long-term customer base, prioritising supply continuity and partnership through the unprecedented inflation across all whitefish species.
Operationally, the transition to new headquarters at Lancaster Business Park provides a platform for efficiency, collaboration, and growth.

Oceanic Seafoods Limited

Strategic Report for the Period from 1 March 2024 to 31 May 2025

Period ended | Turnover (£m) | Gross profit (£m) | Gross margin % | Operating Profit (£m) | Profit Before Tax (£m) | Profit After Tax (£'000)
May 2025 (15m) | 41.1 | 2.26 | 5.5 | 0.58 | 0.41 | 303
February 2024 (12m) | 44.1 | 1.86 | 4.2 | 0.7 | 0.42 | 307
February 2023 (12m) | 51.8 | 1.97 | 3.8 | 1.34 | 1.32 | 1,060
February 2022 (12m) | 33.0 | 1.22 | 3.7 | 0.65 | 0.65 | 512
February 2021 (12m) | 29.2 | 0.84 | 2.9 | 0.35 | 0.27 | 220

Commentary:
• Turnover peaked in 2023, before declining sharply due to sanctions and quota pressure.
• Gross margin improved in 2025 despite lower volumes, evidencing commercial resilience.
• Net assets grew to £1.42m (2024: £1.32m), strengthening the balance sheet.
• Working capital investment in 2025 increased debtors and stock, reflecting deliberate action to secure supply.

Principal risks and uncertainties

• Raw-material volatility: global sanctions, quotas, and demand shifts driving unpredictable inflation across cod and haddock.
• Forward contracting risk: contracts beyond short-term horizons carry disproportionate exposure, described internally as “casino-like”.
• Market demand risk: customer volumes fluctuate with consumer confidence, stock levels, and price acceptance.
• FX exposure: inherent in global trading.
• Regulatory and ESG compliance: traceability and sustainability requirements intensifying across markets.
The Company mitigates these through supplier diversification, flexible procurement, close customer collaboration, selective hedging, and ongoing investment in technical and quality systems.

Key Performance Indicators (KPIs)
• Turnover and gross margin % by species/origin.
• Operating profit and net assets.
• Customer service metrics
• Working capital indicators (stock turnover, debtor days).
• Audit compliance (technical, ethical, sustainability).
Outlook (FY 2025/26)
Whitefish supply is expected to remain constrained, with Norwegian cod and haddock continuing at elevated price levels. Quota reductions and geopolitical uncertainty will sustain volatility in the sector.
Looking forward, Oceanic is investing in:
• Enhanced technical and quality systems, ensuring food safety, traceability, and independent ethical/technical audits across all sites.
• Diversification into warm-water shrimp, strengthening volume and broadening the product base.
• Luxury boutique seafoods for high-end restaurants, adding premium offerings to the portfolio.
The Board believes that loyalty to long-term customers, diversification into new growth areas, and a strengthened technical platform will support sustainable growth and long-term resilience.

Approved and authorised by the Board on 12 February 2026 and signed on its behalf by:

......................................... J M A Welsh Company secretary and director

Oceanic Seafoods Limited

Directors' Report for the Period from 1 March 2024 to 31 May 2025

The Directors present their report and the financial statements for the period from 1 March 2024 to 31 May 2025.

Directors of the Company

The Directors who held office during the period were as follows:

J M A Welsh - Company secretary and director

B Renwick

Financial instruments

Objectives and policies

The objectives of the directors are to ensure that the company has adequate cash flow to meet trading requirements and purchase significant quantities of raw material.

Price risk, credit risk, liquidity risk and cash flow risk

The business' principal financial instruments comprise bank balances and import facility loans. The main purpose of these instruments is to fund raw material that is required to reduce the associated business risk, as noted above.
Trade debtors are offered credit terms based on the risk profile of the customer. The timings of the receipts are managed along with the trade creditor payments and the available bank funds.

Disclosure of information to the auditors

Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Forrester Boyd Robson Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 12 February 2026 and signed on its behalf by:

......................................... J M A Welsh Company secretary and director

Oceanic Seafoods Limited

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

Oceanic Seafoods Limited

Independent Auditor's Report to the Members of Oceanic Seafoods Limited

Opinion

We have audited the financial statements of Oceanic Seafoods Limited (the 'Company') for the period from 1 March 2024 to 31 May 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, 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 May 2025 and of its profit for the period 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 auditor 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Oceanic Seafoods Limited

Independent Auditor's Report to the Members of Oceanic Seafoods Limited

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 5], 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 is 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.

Auditor 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 auditor’s 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.

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

- Discussions with management, including consideration of known or suspected instances of non-compliance.
- Challenging assumptions and judgements made within significant accounting estimates and judgements such as stock valuation.
- Identification of key laws and regulations central to the Company's operations and review of compliance with such laws including a review of the MSC accreditation and correspondence with solicitors to identify any disciplinary action or ongoing issues.
- Testing of journal entries and potential override of systems.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Oceanic Seafoods Limited

Independent Auditor's Report to the Members of Oceanic Seafoods Limited

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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Richard Walker ACA (Senior Statutory Auditor)
For and on behalf of Forrester Boyd Robson Limited, Statutory Auditor
Suite 606, West Village
114 Wellington Street
Leeds
LS1 1BA

12 February 2026

Oceanic Seafoods Limited

Profit and Loss Account for the Period from 1 March 2024 to 31 May 2025

| Note | 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Turnover | 3 | 41,073,170 | 44,118,317
Cost of sales |  | (38,813,546) | (42,253,835)
Gross profit |  | 2,259,624 | 1,864,482
Administrative expenses |  | (1,679,716) | (1,162,639)
Operating profit | 4 | 579,908 | 701,843
Interest payable and similar expenses | 5 | (167,604) | (277,837)
Profit before tax |  | 412,304 | 424,006
Tax on profit | 9 | (108,991) | (117,038)
Profit for the financial period |  | 303,313 | 306,968

Oceanic Seafoods Limited

(Registration number: 06996833)
Balance Sheet as at 31 May 2025

| Note | 31 May 2025 £ | 29 February 2024 £
Fixed assets |  |  |
Tangible assets | 10 | 384,358 | 243,058
Current assets |  |  |
Stocks | 11 | 1,023,525 | 476,725
Debtors | 12 | 4,900,083 | 2,460,802
Cash at bank and in hand |  | 513,714 | 677,107
|  | 6,437,322 | 3,614,634
Creditors: Amounts falling due within one year | 14 | (5,301,908) | (2,481,558)
Net current assets |  | 1,135,414 | 1,133,076
Total assets less current liabilities |  | 1,519,772 | 1,376,134
Provisions for liabilities | 15 | (96,089) | (60,764)
Net assets |  | 1,423,683 | 1,315,370
Capital and reserves |  |  |
Called up share capital |  | 10,000 | 10,000
Capital redemption reserve | 18 | 90,000 | 90,000
Retained earnings | 18 | 1,323,683 | 1,215,370
Shareholders' funds |  | 1,423,683 | 1,315,370

Approved and authorised by the Board on 12 February 2026 and signed on its behalf by:

......................................... J M A Welsh Company secretary and director

Oceanic Seafoods Limited

Statement of Changes in Equity for the Period from 1 March 2024 to 31 May 2025

| Share capital £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 March 2024 | 10,000 | 90,000 | 1,215,370 | 1,315,370
Profit for the period | - | - | 303,313 | 303,313
Total comprehensive income | - | - | 303,313 | 303,313
Dividends | - | - | (195,000) | (195,000)
At 31 May 2025 | 10,000 | 90,000 | 1,323,683 | 1,423,683

| Share capital £ | Capital redemption reserve £ | Retained earnings £ | Total £
At 1 March 2023 | 90,000 | 90,000 | 908,402 | 1,088,402
Profit for the period | - | - | 306,968 | 306,968
Purchase of own share capital | (80,000) | - | - | (80,000)
At 29 February 2024 | 10,000 | 90,000 | 1,215,370 | 1,315,370

Oceanic Seafoods Limited

Statement of Cash Flows for the Period from 1 March 2024 to 31 May 2025

| Note | 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Cash flows from operating activities
Profit for the period |  | 303,313 | 306,968
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 4 | 54,909 | 22,566
Loss on disposal of tangible assets |  | - | 1,983
Finance costs | 5 | 98,214 | 166,221
Corporation tax expense | 9 | 108,991 | 117,038
|  | 565,427 | 614,776
Working capital adjustments |  |  |
(Increase)/decrease in stocks | 11 | (546,800) | 2,383,822
(Increase)/decrease in debtors | 12 | (2,330,929) | 3,445,261
Increase/(decrease) in creditors | 14 | 851,463 | (1,319,284)
Increase/(decrease) in deferred income, including government grants |  | 1,146,083 | (1,333,829)
Cash generated from operations |  | (314,756) | 3,790,746
Corporation tax paid | 9 | (247,867) | (244,348)
Net cash flow from operating activities |  | (562,623) | 3,546,398
Cash flows from investing activities |  |  |
Acquisitions of tangible assets |  | (196,209) | (198,537)
Proceeds from sale of tangible assets |  | - | 40,000
Net cash flows from investing activities |  | (196,209) | (158,537)
Cash flows from financing activities |  |  |
Interest paid | 5 | (98,214) | (166,221)
Payments for reduction in share capital |  | - | (80,000)
Proceeds from bank borrowing draw downs |  | 888,653 | (3,454,232)
Repayment of other borrowing |  | - | (397,476)
Dividends paid |  | (195,000) | -
Net cash flows from financing activities |  | 595,439 | (4,097,929)
Net decrease in cash and cash equivalents |  | (163,393) | (710,068)
Cash and cash equivalents at 1 March |  | 677,107 | 1,387,175
Cash and cash equivalents at 31 May |  | 513,714 | 677,107

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and the company registration number is 06996833.

The address of its registered office is:
Building 1, First Floor
6 Mannin Way
Lancaster Business Park
Lancaster
Lancashire
LA1 3SW

These financial statements were authorised for issue by the Board on 12 February 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

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.

Basis of preparation

These financial statements cover the individual entity and have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are prepared in sterling which is the functional currency of the company and have been rounded to the nearest pound.

The financial statements only relate to Oceanic Seafood Limited and do not relate to any group.

Disclosure of long or short period

The current accounting period has been lengthened to fifteen months due to changes in director preferences and as such the comparative amounts presented in the financial statements (inclusive of related notes) are not entirely comparable.The year end will remain the same in future years but the time scale will return to twelve months.

Going concern

At the time of approving the financial statements, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors' assertions are supported by positive current and prior year results alongside the company's healthy net asset position and thus the accounts have been prepared on the going concern basis.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The Company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the Company's activities.

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using rates and allowances that apply to the sale of the asset.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Furniture, fittings and equipment | 33% Straight Line
Motor vehicles | 15% Straight Line
Leasehold improvements | 15% Straight Line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in the profit and loss account.

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3 | Turnover

The analysis of the Company's Turnover for the period from continuing operations is as follows:

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Sale of goods | 41,049,345 | 44,072,178
Commissions received | 23,825 | 46,139
| 41,073,170 | 44,118,317

The analysis of the Company's Turnover for the period by market is as follows:

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
UK | 38,853,638 | 42,101,622
Europe | 1,157,815 | 2,016,695
Rest of world | 1,061,717 | -
| 41,073,170 | 44,118,317

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

4 | Operating profit

Arrived at after charging/(crediting)

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Depreciation expense | 54,909 | 22,566
Operating lease expense - property | 42,693 | 25,008
Loss on disposal of property, plant and equipment | - | 1,983

5 | Interest payable and similar expenses

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Interest on bank overdrafts and borrowings | 98,214 | 166,221
Foreign exchange losses | 69,390 | 111,616
| 167,604 | 277,837

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

6 | Staff costs

The aggregate payroll costs (including Directors' remuneration) were as follows:

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Wages and salaries | 828,198 | 554,501
Social security costs | 100,435 | 64,728
Pension costs, defined contribution scheme | 40,789 | 25,459
| 969,422 | 644,688

The average number of persons employed by the Company (including Directors) during the period, analysed by category was as follows:

| 15 months ended 31 May 2025 No. | 12 months ended 29 February 2024 No.
Administration and support | 7 | 7
Other departments | 1 | 1
| 8 | 8

7 | Directors' remuneration and key management compensation

The Directors' remuneration for the period was as follows:

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Remuneration | 565,658 | 412,696
Contributions paid to money purchase schemes | 35,325 | 22,825
| 600,983 | 435,521

In respect of the highest paid Director:

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Remuneration | 509,638 | 348,131
Company contributions to money purchase pension schemes | 18,750 | 13,750

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

8 | Auditors' remuneration

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Audit of the financial statements | 10,750 | 8,500

9 | Taxation

Tax charged/(credited) in the profit and loss account

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Current taxation |  |
UK corporation tax | 73,666 | 83,542
Deferred taxation |  |
Arising from origination and reversal of timing differences | 35,325 | 33,496
Tax expense in the income statement | 108,991 | 117,038

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 24.49%).
The differences are reconciled below:

| 15 months ended 31 May 2025 £ | 12 months ended 29 February 2024 £
Profit before tax | 412,304 | 424,006
Corporation tax at standard rate | 103,076 | 103,839
Increase in UK and foreign current tax from adjustment for prior periods | - | 2,627
Effect of expense not deductible in determining taxable profit (tax loss) | 7,703 | 9,884
Effect of tax losses | (1,138) | -
Deferred tax expense relating to changes in tax rates or laws | - | 688
Tax decrease from effect of adjustment for long accounting periods | (650) | -
Total tax charge | 108,991 | 117,038

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

Deferred tax

2025 | Asset £ | Liability £
Accelerated capital allowances | - | 96,090
| - | 96,090

2024 | Asset £ | Liability £
Accelerated capital allowances | - | 60,764
| - | 60,764

10 | Tangible assets

| Leasehold improvements £ | Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 March 2024 | - | 189,724 | 137,345 | 327,069
Additions | 125,796 | 70,413 | - | 196,209
Disposals | - | (55,253) | - | (55,253)
At 31 May 2025 | 125,796 | 204,884 | 137,345 | 468,025
Depreciation
At 1 March 2024 | - | 74,287 | 9,724 | 84,011
Charge for the period | - | 29,157 | 25,752 | 54,909
Eliminated on disposal | - | (55,253) | - | (55,253)
At 31 May 2025 | - | 48,191 | 35,476 | 83,667
Carrying amount
At 31 May 2025 | 125,796 | 156,693 | 101,869 | 384,358
At 29 February 2024 | - | 115,437 | 127,621 | 243,058

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

11 | Stocks

| 31 May 2025 £ | 29 February 2024 £
Raw materials and consumables | 309,696 | 163,495
Goods in transit | 713,829 | 313,230
| 1,023,525 | 476,725

12 | Debtors

Current | Note | 31 May 2025 £ | 29 February 2024 £
Trade debtors |  | 4,264,169 | 1,919,447
Other debtors |  | 337,611 | 510,878
Prepayments |  | 189,951 | 30,477
Income tax asset | 9 | 108,352 | -
|  | 4,900,083 | 2,460,802

13 | Cash and cash equivalents

| 31 May 2025 £ | 29 February 2024 £
Cash on hand | 459 | 416
Cash at bank | 513,255 | 676,691
| 513,714 | 677,107

14 | Creditors

| Note | 31 May 2025 £ | 29 February 2024 £
Due within one year |  |  |
Loans and borrowings | 19 | 1,827,205 | 938,552
Trade creditors |  | 1,827,543 | 1,104,214
Social security and other taxes |  | 57,718 | 22,722
Outstanding defined contribution pension costs |  | 2,225 | 2,600
Accruals |  | 258,660 | 165,147
Corporation tax liability | 9 | 15,066 | 80,915
Deferred income |  | 1,313,491 | 167,408
|  | 5,301,908 | 2,481,558

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

15 | Provisions for liabilities

| Deferred tax £ | Total £
At 1 March 2024 | 60,764 | 60,764
Increase (decrease) in existing provisions | 35,325 | 35,325
At 31 May 2025 | 96,089 | 96,089

16 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £40,789 (2024 - £25,459). Commitments provided for in the accounts amounted to £2,225 (2024 - £2,600).

17 | Share capital

Allotted, called up and fully paid shares

| 31 May 2025 | 29 February 2024
| No. | £ | No. | £
Ordinary A shares of £1 each | 10,000 | 10,000 | 10,000 | 10,000

Rights, preferences and restrictions

Ordinary A have the following rights, preferences and restrictions: Ordinary A shares hold full voting and participation rights with no restriction on distribution of dividends or repayment of capital.

18 | Reserves

Share capital

Called up share capital comprises of the value of issued share capital at par.

Profit and loss account

The profit and loss account consists of profits made by the company attributable to the shareholders of the company.

Capital redemption reserve

This has arisen due to shares being purchased out of distributable profits.

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

19 | Loans and borrowings

Current loans and borrowings

| 31 May 2025 £ | 29 February 2024 £
Bank borrowings | 1,827,205 | 938,552

Secured creditors

Included within bank borrowings are secured liabilities which are denominated in sterling and dollars. The carrying amount at the period end is £1,827,205 (2024 - £938,552). These amounts are secured by fixed and floating charges held over all of the company's assets.

20 | Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

| 31 May 2025 £ | 29 February 2024 £
Not later than one year | 2,737 | -
Later than one year and not later than five years | 120,428 | -
| 123,165 | -

The amount of non-cancellable operating lease payments recognised as an expense during the period was £42,693 (2024 - £25,008).

Operating lease arrangements relate to the rental of premises.

21 | Analysis of changes in net debt

| At 1 March 2024 £ | Financing cash flows £ | At 31 May 2025 £
Cash and cash equivalents |  |  |
Cash | 677,107 | (163,393) | 513,714
Borrowings |  |  |
Short term borrowings | (938,552) | (888,653) | (1,827,205)
| (261,445) | (1,052,046) | (1,313,491)

Oceanic Seafoods Limited

Notes to the Financial Statements for the Period from 1 March 2024 to 31 May 2025

22 | Related party transactions

Transactions with Directors

2025 | At 1 March 2024 £ | Advances to Director £ | Repayments by Director £ | At 31 May 2025 £
J M A Welsh
| (494,676) | (21,366) | 195,000 | (321,042)

2024 | At 1 March 2023 £ | Advances to Director £ | Repayments by Director £ | At 29 February 2024 £
J M A Welsh
| 397,476 | (892,152) | - | (494,676)

23 | Ultimate controlling party

The ultimate controlling party by virtue of their shareholding is J M A Welsh.