Caseware UK (AP4) 2023.0.135 2023.0.135 The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). FRS 102 allows a qualifying entity certain disclosure exemptions. The Company is a qualifying entity and has taken advantage of the following disclosure exemptions: Exemption from the requirements of Section 3 'Financial Statement Presentation' paragraph 3.17 (d) and the requirements of Section 7 'Statement of Cash Flows' Exemption from the requirements of Section 11 'Basic Financial Instruments', paragraph 11.39 to 11.48A and the requirements of Section 12 'Other Financial Instruments Issues' paragraphs 12.29; Exemption from the requirements of Section 33 'Related Party Disclosures', paragraph 33.7.Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. The revaluation reserve as shown in the Statement of financial position arose upon transition to FRS 101 and subsequent transition to FRS102. FRS 102 became mandatory for accounting periods commencing on or after 1 January 2015. As a result, the revalued amount was considered to be the deemed cost on transition, however management have elected to continue to show the reserve separately. Any difference between the cost of an item of tangible fixed asset and fair value where the entity uses a deemed cost, or where a policy of revaluing the asset(s) is adopted on transition to FRS 102.Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £256k (2024: £240k). Contributions totaling £44k (2024: £39k) were payable to the fund at the year end and are included in creditors. The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £255,781 (2024: £239,811). Contributions totalling £44,338 (2024: £38,852) were payable to the fund at the reporting date.Directors' emoluments during the year for one of the directors include benefit in kind of £Nil (2024: £Nil). The highest paid Director's salaries/ remuneration in the group is £226,163 (2024: £230,431). There is no accrued remuneration or attributable remuneration in relation to pensions, stock options or any other long term incentive schemes as of 31 December 2025. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director of that entity. The Directors of the Company are regarded as the key management personnel. The Company is of the opinion that there are no other key management personnel.The Company has lease contracts for various plant and machinery used in the operations. Plant and machinery leases are typically negotiated for periods of up to 6 years. For the year end, the average effective borrowing rate was 3.0% (2024: 3.0%). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Future minimum lease payments due: At 31 December 2025, the Company had no commitments to any future leases. 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Financial Statements Thermotraffic Ltd. For the year ended 31 December 2025 Registered number: 01088811
Thermotraffic LTD.
Company information
Directors | Robertus Haesakkers
| Kevin Hancock
| Yohei Maruyama
| Nobuhiko Bando (resigned 1 April 2025)
| Tomoku Furuyama
| Takuro Kawakami (appointed 1 April 2025)
| Yuta Enome (appointed 1 March 2026)
Registered number | 01088811
Registered office | Northern Industrial Estate
| Bury St. Edmonds
| Suffolk
| United Kingdom
| IP32 6NL
Independent auditor | Grant Thornton
| Chartered Accountants & Statutory Auditors
| 13-18 City Quay
| Dublin 2
| Republic of Ireland
Bankers | HSBC
| 21 Farncombe Road
| Worthing
| United Kingdom
| BN11 2BW
| MUFG Bank
| Ropemaker Place
| 25 Ropemaker Street
| London
| United Kingdom
| EC2Y 9AN
Solicitors | Birkett Long LLP
| Faviell House
| 1 Coval Wells
| Chelmsford
| Essex United Kingdom
| CM1 1WZ
Thermotraffic LTD.
Contents
| Page
Strategic report | 1 - 3
Directors' report | 4 - 5
Directors' responsibilities statement | 6
Independent auditor's report | 7 - 10
Statement of comprehensive income | 11
Statement of financial position | 12
Statement of changes in equity | 13
Notes to the financial statements | 14 - 32
Thermotraffic LTD.
Strategic report For the year ended 31 December 2025
Introduction
The directors present their Strategic Report and the financial statements of Thermotraffic Ltd. (the "Company") for the year ended 31 December 2025.
Principal activity and business review
Thermotraffic Ltd. is a provider of temperature controlled, ambient storage and related logistics services, and the provision of haulage and administrative services for the import and transport of frozen and temperature controlled goods to the food industry in the United Kingdom. The temperature controlled division which comprises the freehold sites at Wrexham, Newark, Birmingham, Bury St. Edmunds, Braintree (leasehold), Gillingham (long term leasehold) and East Kent (leasehold), performed ahead of the same period last year. For the Company's operations, the number of pallets into the sites increased by 14% (2024: 17%), blast freezing volumes increased by 12% (2024: 14%) and closing customer stocks at the year end increased by 9% (2024: 20%). The provision of haulage and administrative services for the import and transport of frozen and temperature controlled goods division performed inline with managements expectation. On the statement of financial position, the Company's net asset position increased to £38,263,547 (2024: £14,565,399) primarily due to the incremental profits generated in the financial year and a £20m equity injection arising from the issue of new ordinary shares to the parent undertaking. The directors and the Company’s management are satisfied with the Company's performance and that the Company is in a strong financial positon to withstand potential future challenges. The results for the year are in line with the directors' expectations. The directors have monitored the performance of the Company by reference to certain financial (as given below) and non-financial key performance indicators (KPI’s), the non-financial KPI’s include the quality of service and products; repeat orders from customers in the sector; and staff retention. Based on their forecasts, the directors are confident that the Company remains in a strong position to strive for continued growth in sales and market share in 2026.
Financial key performance indicators
The primary key financial performance indicator for the business is gross profit margin. Gross profit margin for the year ended 31 December 2025 which is calculated after taking into account any commissions payable is 22% (2024: 20%). The improvement in gross profit margin in the year reflects the full year impact of the hive up of Thermotraffic UK Limited and Kevin Hancock Limited, which took place in the prior year. Following the integration of the businesses into a single operating entity, the Company benefited in 2025 from a strengthened sales offering and a sales mix. Page 1
Thermotraffic LTD.
Strategic Report (continued) For the year ended 31 December 2025
Principal risks and uncertainties
The directors consider that the key principal risks and uncertainties faced by the Company are in the following categories: Financial risk management Finance risk refer to the the potential for losing money or an investment or having a negative business outcome. The Company's financial instruments comprise borrowings, cash and various items, such as trade debtors and trade creditors, that arise directly from its operations. The main purpose of the financial instruments not arising directly from operations is to raise finance for the Company's operations. The Company may enter into derivative transactions such as interest rate swaps, forward foreign currency transactions or the forward purchasing of electricity in order to minimise its risks. The purpose of such transactions is to manage the interest rate and currency risks arising from the Company's operations and its sources of finance. It is Company policy not to trade in financial instruments. The main risks arising from the Company's financial instruments are interest rate risk and liquidity and cash flow risk. The Company's policies for managing each of these risks are summarised below. The Company did not enter into any derivative transactions such as interest rate swaps, forward foreign currency transactions or the forward purchasing of`electricity in 2025 or 2024. Interest rate risk This risk of increased interest rates having an adverse impact on the interest expense that could adversely impact the business of the Company. The Company finances its operations through a mixture of retained profits, bank and other borrowings at both fixed and floating rates of interest, and working capital. The Company determines the level of borrowings at fixed rates of interest having regard to current market rates and future trends. Liquidity and cash flow risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s policy is to maintain sufficient liquidity to meet its obligations as they fall due. During the year the Company’s borrowings comprised a term loan with a contractual maturity in February 2025, which was repaid during the year. As at 31 December 2025, the Company had no borrowings outstanding. Economic risk The risk of increased interest rates and or inflation having an adverse impact on served markets; the risk of adverse exchange movements to the risk of unrealistic increases in wages or infrastructural cost impacting adversely on competitiveness of the Company and its principal customers. These are managed by innovative product sourcing and strict control of costs. Credit risk The Company's principal financial assets are bank balances and trade and other 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 identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Company performs a careful assessment, and monitoring of customers to minimize the potential for default.
Future developments
The Company plans to continue in its present activities. The directors do not anticipate a significant change in the activities of the Company in future periods. Page 2
Thermotraffic LTD.
Strategic Report (continued) For the year ended 31 December 2025 This report was approved by the board and signed on its behalf.
Kevin Hancock Director | Robertus Haesakkers Director
Date: 25 March 2026 |
Page 3
Thermotraffic LTD.
Directors' report For the year ended 31 December 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The profit for the year, after taxation, amounted to £3,698,148 (2024 - £3,304,976). The directors have recommended a dividend in the current year amounting to £Nil (2024: £Nil).
Directors
The directors who served during the year were:
Robertus Haesakkers
Kevin Hancock
Yohei Maruyama
Nobuhiko Bando (resigned 1 April 2025)
Tomoku Furuyama
Takuro Kawakami (appointed 1 April 2025)
None of the directors or secretary had any disclosable interest in the share capital of the Company or any of its group undertakings at 31 December 2025.
Research and development
The Company did not engage in any research or development during the year ended 31 December 2025 (2024: £Nil).
Branches outside the United Kingdom
There are no branches of the Company outside the United Kingdom.
Matters covered in the Strategic report
Under Schedule 7.1A of "Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008" the Company has elected to disclose the following Directors' Report information in the Strategic Report: −Principal activities and business review; −Principal risks and uncertainties; and −Financial key performance indicators.
Going concern
The Directors have a reasonable expectation that the Company will have adequate resources to continue in operation for the foreseeable future. The Company has net assets of £38.3m (2024: £14.5m) and generated a profit for the year after taxation of £3.7m (2024: £3.3m). In assessing the appropriateness of the going concern basis, the Directors have considered the Company’s financial position, forecast cash flows, and expected profitability for a period of at least twelve months from the date of approval of these financial statements. The forecasts include the impact of significant contracts signed during the financial year. The Directors are of the opinion that the Company has sufficient resources to meet its liabilities as they fall due and to meet any reasonably foreseeable obligations. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements. Page 4
Thermotraffic LTD.
Directors' report (continued) For the year ended 31 December 2025
Events after reporting date
There have been no significant events since the year end, which require adjustment to or disclosure in these financial statements.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ Kevin Hancock Director | ................................................ Robertus Haesakkers Director
Date: 25 March 2026 |
Page 5
Thermotraffic LTD.
Directors' responsibilities statement For the year ended 31 December 2025 The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK 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 to 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. On behalf of the board:
Kevin Hancock | Robertus Haesakkers
Director | Director
Date: 25 March 2026 |
Page 6
Independent auditor's report to the members of Thermotraffic Ltd.
Opinion
We have audited the financial statements of Thermotraffic Ltd., which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 December 2025, and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the 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, Thermotraffic Ltd. financial statements: ∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2025 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 the date 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. Page 7
Independent auditor's report to the members of Thermotraffic Ltd. (continued)
Other information
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, 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. 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 Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and ∙the Directors' report and the Strategic Report 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 we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic Report. We have nothing to report in respect of the following matters in relation to which 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. Page 8
Independent auditor's report to the members of Thermotraffic Ltd. (continued)
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor 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 their 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. A further description of an auditor's 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 auditor's report. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Data Privacy and Employment laws and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and local tax legislation. 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 to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement. Page 9
Independent auditor's report to the members of Thermotraffic Ltd. (continued) Responsibilities of the auditor for the audit of the financial statements (continued) Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued) In response to these principal risks, our audit procedures included but were not limited to: ∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; ∙inspection and review of minutes of directors’ meetings during the year to corroborate inquiries made; ∙gaining an understanding of the internal controls established to mitigate risk related to fraud; ∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; ∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls; ∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; ∙challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of tangible assets; and ∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management. The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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. Jason Crawford (Senior statutory auditor) for and on behalf of Grant Thornton Chartered Accountants & Statutory Auditors 13 - 18 City Quay Dublin 2 Date: 25 March 2026 Page 10
Thermotraffic LTD.
Statement of comprehensive income For the year ended 31 December 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 47,883,839 | 38,739,604
Cost of sales |  | (37,280,907) | (30,972,912)
Gross profit |  | 10,602,932 | 7,766,692
Administrative expenses |  | (5,561,293) | (4,159,396)
Remeasurement of contingent consideration | 17 | (1,097,282) | -
Other operating income | 5 | 88,028 | 814,464
Operating profit | 6 | 4,032,385 | 4,421,760
Dividend income | 9 | 1,500,000 | -
Distribution received | 9 | - | 249,276
Interest receivable and similar income | 10 | 354,913 | 112,999
Interest payable and similar expenses | 11 | (543,795) | (490,236)
Profit before tax |  | 5,343,503 | 4,293,799
Tax on profit | 12 | (1,645,355) | (988,823)
Profit for the year |  | 3,698,148 | 3,304,976
All amounts relate to continuing operations. There was no other comprehensive income for 2025 (2024: £Nil).
The notes on pages 14 to 32 form part of these financial statements.
Page 11
Thermotraffic LTD. Registered number:01088811
Statement of financial position As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 33,358,956 |  | 18,132,702
Investments | 14 |  | 4,779,517 |  | 4,779,517
|  |  | 38,138,473 |  | 22,912,219
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 15 | 27,013,155 |  | 18,895,862 |
Cash at bank and in hand | 16 | 851,555 |  | 2,244,721 |
|  | 27,864,710 |  | 21,140,583 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 17 | (21,978,986) |  | (25,100,193) |
Net current assets/(liabilities) |  |  | 5,885,724 |  | (3,959,610)
Total assets less current liabilities |  |  | 44,024,197 |  | 18,952,609
Creditors: amounts falling due after more than one year | 18 |  | (1,257,985) |  | (1,529,900)
Provisions for liabilities |  |  |  |  |
Deferred tax | 20 | (4,502,665) |  | (2,857,310) |
|  |  | (4,502,665) |  | (2,857,310)
Net assets |  |  | 38,263,547 |  | 14,565,399
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 20,060,000 |  | 60,000
Revaluation reserve | 22 |  | 1,376,293 |  | 1,376,293
Profit and loss account | 22 |  | 16,827,254 |  | 13,129,106
Shareholders' funds |  |  | 38,263,547 |  | 14,565,399
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Kevin Hancock | Robertus Haesakkers
Director | Director
Date: 25 March 2026 |
The notes on pages 14 to 32 form part of these financial statements. Page 12
Thermotraffic LTD.
Statement of changes in equity For the year ended 31 December 2025
| Called up share capital | Revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2025 | 60,000 | 1,376,293 | 13,129,106 | 14,565,399
Profit for the year | - | - | 3,698,148 | 3,698,148
Shares issued during the year | 20,000,000 | - | - | 20,000,000
At 31 December 2025 | 20,060,000 | 1,376,293 | 16,827,254 | 38,263,547
Statement of changes in equity For the year ended 31 December 2024
| Called up share capital | Revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 60,000 | 1,376,293 | 9,824,130 | 11,260,423
Profit for the year | - | - | 3,304,976 | 3,304,976
At 31 December 2024 | 60,000 | 1,376,293 | 13,129,106 | 14,565,399
| The notes on pages 14 to 32 form part of these financial statements.
Page 13
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
1. | General information
Thermotraffic Ltd. ("the Company") was incorporated in the United Kingdom with a registered office at Northern Industrial Estate, Bury St Edmunds, Suffolk, United Kingdom, IP32 6NL. Thermotraffic Ltd. is a private company limited by shares.
2. | Summary of significant accounting policies
A summary of the principal accounting policies, all of which have been applied consistently throughout the year and the preceding year are set out below.
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial reporting standard 102 - Reduced disclosure exemptions
FRS 102 allows a qualifying entity certain disclosure exemptions. The Company is a qualifying entity and has taken advantage of the following disclosure exemptions: i.Exemption from the requirements of Section 3 'Financial Statement Presentation' paragraph 3.17 (d) and the requirements of Section 7 'Statement of Cash Flows' ii.Exemption from the requirements of Section 11 'Basic Financial Instruments', paragraph 11.39 to 11.48A and the requirements of Section 12 'Other Financial Instruments Issues' paragraphs 12.29; iii.Exemption from the requirements of Section 33 'Related Party Disclosures', paragraph 33.7. The smallest and largest group into which the results of the Company are consolidated is that headed by Nichirei Holding Holland B.V., see note 27 for further details.
| 2.3 | Going concern
The Directors have a reasonable expectation that the Company will have adequate resources to continue in operation for the foreseeable future. The Company has net assets of £38.3m (2024: £14.5m) and generated a profit for the year after taxation of £3.7m (2024: £3.3m). In assessing the appropriateness of the going concern basis, the Directors have considered the Company’s financial position, forecast cash flows, and expected profitability for a period of at least twelve months from the date of approval of these financial statements. The forecasts include the impact of significant contracts signed during the financial year. The Directors are of the opinion that the Company has sufficient resources to meet its liabilities as they fall due and to meet any reasonably foreseeable obligations. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements. Page 14
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 2.Summary of significant accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Leased assets: the Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. An appropriate proportion of handling income is deferred until the dispatch of goods to the customer. An appropriate element of storage income billed in advance is deferred in respect of the unexpired portion of rental periods. Turnover from all other activities is recognised in the period in which the services are provided. Page 15
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 2.Summary of significant accounting policies (continued)
| 2.7 | Leases
The Company as a lessee Rentals paid under operating leases are charged to Statement of comprehensive income on a straight line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 50-55 years
|  |  |  | Long-term leasehold property | - | 5-20 years
|  |  |  | Plant and machinery | - | 5-20 years
|  |  |  | Motor vehicles | - | 5 years
|  |  |  | Fixtures and fittings | - | 10 years
|  |  |  | Equipment | - | 3-5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 16
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 2.Summary of significant accounting policies (continued)
| 2.8 | Tangible fixed assets (continued)
The revaluation reserve as shown in the Statement of financial position arose upon transition to FRS 101 and subsequent transition to FRS102. FRS 102 became mandatory for accounting periods commencing on or after 1 January 2015. As a result, the revalued amount was considered to be the deemed cost on transition, however management have elected to continue to show the reserve separately. Any difference between the cost of an item of tangible fixed asset and fair value where the entity uses a deemed cost, or where a policy of revaluing the asset(s) is adopted on transition to FRS 102.
| 2.9 | Impairment of tangible fixed assets
Assets that are subject to depreciation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).
| 2.10 | Assets under construction
Assets in the course of construction for production or administrative purposes are carried at cost less any recognised impairment loss. Cost includes professional fees and other directly attributable costs. Depreciation of these assets commences when the assets are ready for their intended use, on the same basis as other property assets.
| 2.11 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. The Company assesses assets for indicators of impairment at each reporting date. Where such indicators exist, the asset’s recoverable amount is estimated and an impairment loss is recognised where the carrying amount exceeds the recoverable amount, in accordance with FRS 102.
| 2.12 | Debtors
Debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Short term debtors are measured at transaction price, less any impairment.
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 17
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 2.Summary of significant accounting policies (continued)
| 2.14 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
| 2.15 | Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Short term creditors are measured at the transaction price. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Page 18
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 2.Summary of significant accounting policies (continued)
| 2.16 | Foreign currency translation
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). Functional and presentation currency The Company's functional and presentational currency is GBP (£). Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.17 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
| 2.18 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.19 | Borrowing costs
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred. Page 19
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 2.Summary of significant accounting policies (continued)
| 2.20 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
| 2.21 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. 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 income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.22 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Page 20
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 2.Summary of significant accounting policies (continued)
| 2.23 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
When preparing the financial statements, management makes a number of judgments, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. Useful lives of depreciable assets Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and physical obsolescence that may change the utility of certain tangible fixed assets. Bad debts The Company provides for potential bad debts in respect of trade debtors which arise in the normal course of business. The bad debt provision is based on management’s assessment of recoverability which is driven by the ageing of balances and customers’ financial positions and history of credit worthiness. Impairment of investments In assessing impairment, management estimates the recoverable amount of each asset or cash generating units based on expected future cash flows. Though management believes that the assumptions used in the estimation of fair values are appropriate and reasonable, significant changes in these assumptions may materially affect the assessment of recoverable values and any resulting impairment loss could have a material adverse effect on the results of operations. Contingent consideration Contingent consideration arising on the acquisition of Admark Shipping Solutions Limited is measured at fair value at the reporting date. The fair value is determined based on management’s estimate of the expected future payments under the earn-out provisions of the Share Purchase Agreement, using probability-weighted forecast cash flows of the acquired entity, which requires the use of estimates and assumptions. The valuation of the contingent consideration involves significant judgement, particularly in relation to forecast results and the probability of future payments. Management estimates the expected future cash flows based on the subsidiary’s current year performance and updated forecasts. As a result, the contingent consideration liability is measured at fair value at the reporting date, with movements recognised in the profit and loss account in accordance with FRS 102.
4. | Turnover
Turnover represents the total invoice value, excluding value added tax, of sales made during the year. In accordance with Section 411(3) of the Companies Act 2006, the directors are of the opinion that the disclosure of turnover by class of business or geographical market would be seriously prejudicial to the interests of the Company and, accordingly, such information has not been disclosed. Page 21
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other income - insurance claim proceeds | 88,028 | 814,464
6. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Audit fees | 85,511 | 104,357
| Non-audit fees | 18,900 | 18,900
| Operating leases | 1,687,597 | 1,895,879
| Depreciation of tangible fixed assets | 2,276,691 | 1,604,326
| Exchange differences | 300,017 | (219,629)
| Defined contribution pension cost | 255,781 | 239,811
| Bad debts | (27,726) | (194,634)
| (Gain)/loss of disposal of tangible fixed assets | (29,928) | 184,518
| Management charges | 1,116,781 | 1,033,631
| Remeasurement of contingent consideration | 1,097,282 | -
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 8,231,979 | 7,164,470
| Social security costs | 971,761 | 772,697
| Cost of defined contribution scheme | 255,780 | 239,811
|  | 9,459,520 | 8,176,978
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administrative staff | 14 | 13
|  | Management staff | 5 | 5
|  | Technical staff | 11 | 11
|  | Operational staff | 171 | 155
|  |  | 201 | 184
Page 22
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 7.Employees (continued)
| The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £256k (2024: £240k). Contributions totaling £44k (2024: £39k) were payable to the fund at the year end and are included in creditors. There was no capitalised employee cost in year 2025 (2024: £Nil).
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 226,163 | 230,431
| Company contributions to defined contribution pension schemes | 7,500 | 7,369
|  | 233,663 | 237,800
| Directors' emoluments during the year for one of the directors include benefit in kind of £Nil (2024: £Nil).
| The highest paid Director's salaries/ remuneration in the group is £226,163 (2024: £230,431). There is no accrued remuneration or attributable remuneration in relation to pensions, stock options or any other long term incentive schemes as of 31 December 2025. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director of that entity. The Directors of the Company are regarded as the key management personnel. The Company is of the opinion that there are no other key management personnel.
9. | Income from investment
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Distribution received | - | 249,276
| Dividend income | 1,500,000 | -
|  | 1,500,000 | 249,276
| In prior year, the distribution received relates to excess of the carrying value of the assets distributed from the company's subsidiaries, Thermotraffic UK Limited and Kevin Hancock Limited, over the Company’s carrying value of its investment in those subsidiaries. Dividend income of £1,500,000 was received during the current financial year. The dividend relates to a distribution declared and paid by Admark Shipping Solutions Limited, a wholly-owned subsidiary of the Company.
Page 23
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 354,913 | 112,999
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank and loan interest payable | 870 | 47,287
| Interest from group undertakings | 535,534 | 433,499
| Finance leases interest | 7,391 | 9,450
|  | 543,795 | 490,236
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | 1,645,355 | 988,823
| Tax on profit | 1,645,355 | 988,823
Page 24
Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 5,343,503 | 4,293,799
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 1,335,876 | 1,073,450
| Effects of: |  |
| Expenses not deductible for tax purposes | 461,739 | 113,751
| Fixed asset timing differences | (2,782,643) | (1,268,718)
| Group relief surrendered | 1,503,335 | 168,777
| Provisions tax adjustment | 7,266 | 7,005
| Income not taxable for tax purposes | (473,457) | (94,265)
| Adjustments to tax charge in respect of previous periods | - | -
| Effect of deferred taxes | 1,593,239 | 988,823
| Total tax charge for the year | 1,645,355 | 988,823
| Factors that may affect future tax charges
Deferred tax at the reporting date has been measured using the enacted or substantively enacted tax rates that are expected to apply in the periods in which the deferred tax asset is realised or the deferred tax liability is settled. The Nichirei Group exceeds the €750m Pillar 2 revenue threshold and is therefore within scope of the OECD Pillar 2 global minimum tax rules. The Company has applied the temporary exception from recognising deferred tax arising from these rules and any top?up tax will be recognised as a current tax charge when incurred. Page 25

|  | Thermotraffic LTD. |
Notes to the financial statements For the year ended 31 December 2025
| 13. | Tangible fixed assets
|  | Freehold property | Long-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Office equipment | Construction in progress | Total
|  | £ | £ | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |  |  |
| At 1 January 2025 | 8,528,091 | 76,004 | 21,088,903 | 1,017,598 | 358,409 | 1,467,223 | 2,187,283 | 34,723,511
| Additions | - | - | 1,767 | - | - | 75,464 | - | 77,231
| Construction completed | 40,000 | 56,773 | 2,784,741 | 94,625 | - | 136,066 | (3,112,205) | -
| Disposals | - | - | - | (25,956) | - | - | - | (25,956)
| Construction in progress | - | - | - | - | - | - | 17,439,191 | 17,439,191
| At 31 December 2025 | 8,568,091 | 132,777 | 23,875,411 | 1,086,267 | 358,409 | 1,678,753 | 16,514,269 | 52,213,977
| Depreciation |  |  |  |  |  |  |  |
| At 1 January 2025 | 4,283,045 | 7,193 | 10,815,361 | 165,919 | 40,304 | 1,278,987 | - | 16,590,809
| Charge for the year | 140,443 | 17,495 | 1,749,582 | 226,056 | 35,016 | 108,099 | - | 2,276,691
| Disposals | - | - | - | (12,479) | - | - | - | (12,479)
| At 31 December 2025 | 4,423,488 | 24,688 | 12,564,943 | 379,496 | 75,320 | 1,387,086 | - | 18,855,021
| Net book value |  |  |  |  |  |  |  |
| At 31 December 2025 | 4,144,603 | 108,089 | 11,310,468 | 706,771 | 283,089 | 291,667 | 16,514,269 | 33,358,956
| At 31 December 2024 | 4,245,046 | 68,811 | 10,273,542 | 851,679 | 318,105 | 188,236 | 2,187,283 | 18,132,702
Page 26

Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
13. | Tangible fixed assets
Fixed assets held under financial leases
|  | 2025 | 2024
|  | £ | £
| Plant and machinery |  |
| Cost | 1,219,028 | 1,219,028
| Accumulated depreciation | 274,551 | 151,248
| NBV at 31 December | 944,477 | 1,067,780
At 31 December 2025, the Company had capitalised £16,514,269 (2024: £2,187,283) in respect of assets under construction. Majority of the current year closing balance as at 31 December 2025 relate to the construction and development of a new storage facility located in Wrexham, with a carrying amount of £16.1 million. Construction commenced during the year and remained ongoing at 31 December 2025. Upon completion, the new facility is expected to increase storage capacity and support the Company’s operational activities. During the year, the Company also completed the upgrade of an existing storage facility in Wrexham, which had a carrying amount of £2 million as at 31 December 2024. The asset was transferred from assets under construction to property, plant and equipment upon completion. As at 31 December 2025, the Company had contracted capital commitments of £12 million in respect of the ongoing construction of the new storage facility in Wrexham. These commitments relate primarily to construction works, specialist fit?out, and associated infrastructure required to complete the facility. The Company entered into these contracts during the year as part of the planned development schedule, and the remaining expenditure is expected to be incurred over the next two financial year as construction progresses toward completion.
14. | Investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 | 4,779,517
| At 31 December 2025 | 4,779,517
| Net book value |
| At 31 December 2025 | 4,779,517
| At 31 December 2024 | 4,779,517
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Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Admark Shipping Solutions Limited | United Kingdom | Freight forwarding services for exports and imports to and from the United Kingdom, Europe, and the rest of the world. | Ordinary | 100%
| Admark Shipping Solutions Limited's registered office is Thermotraffic Northern Way, Northern Industrial Estate, Bury St. Edmunds, Suffolk, England, IP32 6NL.
15. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 9,455,760 | 8,067,054
| Amounts owed by group undertakings | 15,225,555 | 8,180,829
| Other debtors | - | 21,028
| VAT repayable | 504,272 | -
| Prepayments | 864,845 | 1,455,142
| Accrued income | 962,723 | 1,171,809
|  | 27,013,155 | 18,895,862
| An impairment loss of £Nil was recognised against trade debtors (2024: £20,016). The Company has entered into a confidential invoice discounting facility. This facility is secured on the trade debtors above. The invoice discounting facility is with recourse in exchange for cash. Under the arrangement, the Company maintains the beneficial interest in the trade debtors sold. Amounts owed from group undertakings are unsecured, interest free and repayable on demand.
16. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at banks and in hand | 734,659 | 1,595,498
| Invoice financing | 116,896 | 649,223
|  | 851,555 | 2,244,721
| The invoice discounting facility of £116,896, accounted for in cash and cash equivalents in current year (2024: £649,223) is secured by a charge over the Company's trade debtors.
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Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
17. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | - | 77,916
| Trade creditors | 2,790,192 | 3,314,587
| Contingent consideration payable | 1,019,472 | 528,062
| Amounts owed to group undertakings | 12,922,296 | 16,799,810
| Corporation tax | - | 52,115
| Taxation and social security | 214,629 | 638,496
| Lease liabilities | 62,422 | 83,388
| Other creditors | 1,003,206 | 495,294
| Accruals and deferred income | 3,966,769 | 3,110,525
|  | 21,978,986 | 25,100,193
| Trade and other creditors are principally comprised of amounts outstanding from operating activities. The carrying amount of trade and other creditors is considered to be in line with their fair value at the reporting date. Amounts owed to group undertakings are unsecured, interest free and repayable on demand except where they are financing in nature, consequently a market rate of interest of 4.37% (2024: 5.14%) is applied to such loans of £12,922,296 (2024: 16,345,421). Corporation tax and other taxes including VAT and social insurance are payable at various dates over the coming months in accordance with the applicable statutory provisions. Contingent consideration is recognised as a liability at the acquisition date of the Company's subsidiary, Admark Shipping Solution's Limited, with the amount being estimated based on the likelihood of future events in the earnout of the payment. It is measured at fair value, and any changes to the fair value after the acquisition are recognised in profit or loss. During the year, the subsidiary outperformed the budgets and forecasts used in the previous valuation of the contingent consideration. As a result, management reassessed the expected future payments and remeasured the contingent consideration liability at the reporting date. This resulted on a remeasurement loss of £1,097,282 (2024: £Nil) was recognised within the profit and loss account, reflecting updated management estimates of expected future payments. Leases and Secured loans Lease liabilities are secured by the relevant underlying assets. Bank loan are secured by a charge on the Company's assets.
18. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Lease liabilities | - | 62,422
| Contingent consideration payable | 1,257,985 | 1,467,478
|  | 1,257,985 | 1,529,900
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Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
19. | Finance leases
| The Company has lease contracts for various plant and machinery used in the operations. Plant and machinery leases are typically negotiated for periods of up to 6 years. For the year end, the average effective borrowing rate was 3.0% (2024: 3.0%). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Future minimum lease payments due:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than one year | 62,422 | 83,388
| Between one and five years | - | 62,422
|  | 62,422 | 145,810
| At 31 December 2025, the Company had no commitments to any future leases. There is no option to extend and no option remaining for early termination.
20. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (2,857,310) | (1,662,947)
| Charged to profit or loss | (1,645,355) | (1,080,363)
| Arising on business combinations | - | (114,000)
| At end of year | (4,502,665) | (2,857,310)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixed asset timing difference | (5,559,720) | (2,856,389)
| Other short term timing differences | 11,084 | 9,713
| Losses and other deductions | 1,159,971 | 103,366
| Arising on business combinations | (114,000) | (114,000)
|  | (4,502,665) | (2,857,310)
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 20,060,000 Ordinary shares of £1.00 each | 20,060,000 | 60,000
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Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025 21.Share capital (continued) On 27 August 2025, the Company issued 20,000,000 fully paid £1 ordinary shares.
22. | Reserves
Revaluation reserve Represents a historic surplus arising on the transition of the Company to FRS 102 in prior years, when certain tangible fixed assets were measured at fair value and treated as deemed cost in accordance with FRS 102. The Company applies the cost model to tangible fixed assets and no revaluations have been performed during the current or prior year. Accordingly, there were no movements on the revaluation reserve during the year. Profit and loss account Includes all current and prior period retained profits and losses. Issued share capital Issued share capital represents the nominal value of shares issued.
23. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £255,781 (2024: £239,811). Contributions totalling £44,338 (2024: £38,852) were payable to the fund at the reporting date.
24. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 1,124,366 | 1,123,881
| Later than 1 year and not later than 5 years | 2,552,782 | 2,052,233
| Later than 5 years | 4,330 | -
|  | 3,681,478 | 3,176,114
25. | Related party transactions
| The Company has availed of the exemption provided in FRS 102 section 33, "Related Party Disclosures" not to disclose transactions entered into with fellow wholly owned group companies. Key management compensation during the financial year amounted to £233,663 (2024: £237,800).
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Thermotraffic LTD.
Notes to the financial statements For the year ended 31 December 2025
26. | Events after the reporting date
There have been no significant events since the year end, which require adjustment to or disclosure in these financial statements
27. | Ultimate parent undertaking and controlling party
The Company is a wholly owned subsidiary of Thermotraffic (N.I) Ltd., a Company incorporated in England and Wales, which itself is a subsidiary of Nichirei Holding Holland B.V., a Company incorporated in the Netherlands. The Group financial statements can be obtained from the Company secretary at Nichirei Holding Holland B.V., 1 Willem Barentszstraat, Rotterdam-Albrandswaard, Netherlands, 3165 AA. The parent undertaking Nichirei Holding Holland B.V. is the smallest group in which the Company's financial statements are included. The largest group into which that group is consolidated is that headed by Nichirei Corporation. The Group financial statements can be obtained from the Company secretary at Nichirei Corporation, Nichirei Higashi-Ginza Building 6-19-20 Tsukiji, Chuo-ku, Tokyo 104- 8402 Japan.
28. | Approval of financial statements
The directors approved the financial statements and authorised them for issue on 25 March 2026.
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