REGISTERED NUMBER: 12481790 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

FOR

THAICORP LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mr S Thai

Mr J Thai

Mr I Thai

Mr N Thai

REGISTERED OFFICE:

Victory Park Way

Victory Park

Derby

Derbyshire

DE24 8ZF

REGISTERED NUMBER:

12481790 (England and Wales)

SENIOR STATUTORY AUDITOR:

Westleigh Scales FCA FMAAT

AUDITORS:

Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

The directors present their strategic report of the company and the group for the year ended 31 August 2025.

Thaicorp Limited is a family-run business that opened in February 2020. Thaicorp Limited is the parent company of the group, with the main trading company in the group being Ocean King Limited, which was incorporated in 2010.

From humble beginnings back in 1997, providing a seafood delivery service from a "one man and his van" setup, Ocean King Limited have grown to be an established and trusted brand for restaurant caterers across the country. We are a diverse wholesale and distribution specialists of fresh and frozen food products covering the whole of the UK - providing the same ‘personal service’ from our first days whilst delivering over 25 years experience in the catering supply industry.

REVIEW OF BUSINESS

Performance of the business and Outlook

We continue to place heavy reliance upon a variety of financial performance indicators which include the monitoring of the turnover, gross margin, cash and overall profitability within the Group.

Turnover has increased by £1,037,132 (7.9%) in 2025 which was inline with budgeted figures.

Our KPI's for the year show how much we have achieved this year:

KPI's £

2025

2024

Turnover

14,075

13,038

Gross Profit

2,358

2,610

Gross Profit %

16.8

20.0

Operating profit

(22

)

394

Operating profit %

(0.2

)

3.0

Net profit/ (Loss)

(235

)

20

Net assets

946

1,282

The target for the next financial year is to build on the increase in revenue, which was achieved in 2025 and convert this increase in revenue to an improvement in gross profit and net assets to strengthen the Group's financial position.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group manages liquidity risk by ensuring that there are sufficient funds to meet amounts due to trade creditors and loan repayments. Trade debtors are managed in respect of credit and cash flow risk by regular monitoring of amounts outstanding in terms of time and credit limits.

We continue to grow our business through effective marketing, brand and web development which has seen our online customer base increase significantly over the last few years.

Our experienced management team and strong financial position enables us to be well positioned to continue with the successful development and growth of the Group.

The directors are responsible for the company's website https://www.oceanking.co.uk.

ON BEHALF OF THE BOARD:

Mr S Thai - Director

18 May 2026

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

DIVIDENDS

The total distribution of dividends for the year ended 31 August 2025 will be £100,000 (2024: £70,000).

DIRECTORS

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

Mr S Thai

Mr J Thai

Mr I Thai

Mr N Thai

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Mark J Rees LLP Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr S Thai - Director

18 May 2026

Opinion

We have audited the financial statements of Thaicorp Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 August 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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 misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISA's (UK).

We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial experience. We determined that the following laws and regulations were most significant: FRS 102, Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we concluded that there are certain laws and regulations that may have an effect in the determination of the amounts and disclosures in the financial statements such as health and safety and employee related matters.

We enquired of management concerning the company's policies and procedures relating to:

- the identification and compliance with laws and regulations

- the detection and response to the risks of fraud

- the internal controls inherent within the company to mitigate fraud risk and non-compliance to laws and regulations

We enquired of management, whether they were aware of any instance of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

We communicated relevant laws and regulations and potential areas of fraud to all audit team members including the potential for fraud in revenue recognition through the manipulation of costs incurred on orders. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We design procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud.

We have determined that the principal risk areas where material irregularities could occur were related to posting manual journal entries to manipulate financial performance, revenue recognition and significant one-off or unusual transaction.

Our audit procedures were designed to respond in particular to these identified risks (including non compliance with laws and regulations and fraud).

Our audit procedures included but were not limited to:

- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

-A review of laws and regulations the company is subject to and discussion with management to ensure no instances of non compliance;

-A review of a sample of orders in the year to ensure these were correctly recorded in revenue and detailed cut off testing around the year end to ensure revenue and stocks are correctly recognised;

-Gaining an understanding of the internal controls established to mitigate risks related to fraud, discussing amongst the engagement team the risks of fraud; and

-Addressing the risks of fraud through management override of controls by performing journal entry testing.

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

Use of our report

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

Westleigh Scales FCA FMAAT (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

18 May 2026

TURNOVER

4

14,074,924

13,037,792

Cost of sales

11,717,228

10,427,361

GROSS PROFIT

2,357,696

2,610,431

Distribution costs

260,659

221,213

Administrative expenses

2,178,102

2,028,758

2,438,761

2,249,971

(81,065

)

360,460

Other operating income

5

59,532

33,788

OPERATING (LOSS)/PROFIT

7

(21,533

)

394,248

Interest receivable and similar income

1,332

4,234

(20,201

)

398,482

Interest payable and similar expenses

8

218,361

232,592

(LOSS)/PROFIT BEFORE TAXATION

(238,562

)

165,890

Tax on (loss)/profit

9

(3,324

)

145,570

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(235,238

)

20,320

(Loss)/profit attributable to:

Owners of the parent

(235,238

)

20,320

(LOSS)/PROFIT FOR THE YEAR

(235,238

)

20,320

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(235,238

)

20,320

Total comprehensive income attributable to:

Owners of the parent

(235,238

)

20,320

FIXED ASSETS

Intangible assets

12

-

133,331

Tangible assets

13

4,607,754

4,860,288

Investments

14

-

-

4,607,754

4,993,619

CURRENT ASSETS

Stocks

15

1,100,969

1,192,431

Debtors

16

961,463

854,912

Cash at bank and in hand

713,738

507,079

2,776,170

2,554,422

CREDITORS

Amounts falling due within one year

17

1,552,073

1,184,678

NET CURRENT ASSETS

1,224,097

1,369,744

TOTAL ASSETS LESS CURRENT LIABILITIES

5,831,851

6,363,363

CREDITORS

Amounts falling due after more than one year

18

(4,604,009

)

(4,781,892

)

PROVISIONS FOR LIABILITIES

22

(281,355

)

(299,746

)

NET ASSETS

946,487

1,281,725

CAPITAL AND RESERVES

Called up share capital

23

200

200

Retained earnings

24

946,287

1,281,525

946,487

1,281,725

The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2026 and were signed on its behalf by:

Mr S Thai - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

3,832,262

3,922,212

Investments

14

100

100

3,832,362

3,922,312

CURRENT ASSETS

Debtors

16

496,746

601,346

Cash at bank

269,170

129,896

765,916

731,242

CREDITORS

Amounts falling due within one year

17

81,746

67,539

NET CURRENT ASSETS

684,170

663,703

TOTAL ASSETS LESS CURRENT LIABILITIES

4,516,532

4,586,015

CREDITORS

Amounts falling due after more than one year

18

(4,432,048

)

(4,525,689

)

PROVISIONS FOR LIABILITIES

22

(83,524

)

(58,989

)

NET ASSETS

960

1,337

CAPITAL AND RESERVES

Called up share capital

23

200

200

Retained earnings

24

760

1,137

960

1,337

Company's profit for the financial year

99,623

69,076

The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2026 and were signed on its behalf by:

Mr S Thai - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2023

200

1,331,205

1,331,405

Changes in equity

Dividends

-

(70,000

)

(70,000

)

Total comprehensive income

-

20,320

20,320

Balance at 31 August 2024

200

1,281,525

1,281,725

Changes in equity

Dividends

-

(100,000

)

(100,000

)

Total comprehensive income

-

(235,238

)

(235,238

)

Balance at 31 August 2025

200

946,287

946,487

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2023

200

2,061

2,261

Changes in equity

Dividends

-

(70,000

)

(70,000

)

Total comprehensive income

-

69,076

69,076

Balance at 31 August 2024

200

1,137

1,337

Changes in equity

Dividends

-

(100,000

)

(100,000

)

Total comprehensive income

-

99,623

99,623

Balance at 31 August 2025

200

760

960

Cash flows from operating activities

Cash generated from operations

1

760,808

492,584

Interest paid

(214,638

)

(227,427

)

Interest element of hire purchase payments paid

(3,722

)

(5,165

)

Tax paid

(43,602

)

-

Taxation refund

-

82,776

Net cash from operating activities

498,846

342,768

Cash flows from investing activities

Purchase of tangible fixed assets

(19,650

)

(25,074

)

Sale of tangible fixed assets

-

1,250

Interest received

1,332

4,234

Net cash from investing activities

(18,318

)

(19,590

)

Cash flows from financing activities

Loan repayments in year

(133,548

)

(129,852

)

Capital repayments in year

(8,808

)

(37,238

)

Amount withdrawn by directors

(131,513

)

(134,972

)

Equity dividends paid

-

(70,000

)

Net cash from financing activities

(273,869

)

(372,062

)

Increase/(decrease) in cash and cash equivalents

206,659

(48,884

)

Cash and cash equivalents at beginning of year

2

507,079

555,963

Cash and cash equivalents at end of year

2

713,738

507,079

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

(Loss)/profit before taxation

(238,562

)

165,890

Depreciation charges

388,920

409,565

Loss/(profit) on disposal of fixed assets

16,594

(1,250

)

Finance costs

218,361

232,592

Finance income

(1,332

)

(4,234

)

383,981

802,563

Decrease/(increase) in stocks

91,462

(274,918

)

(Increase)/decrease in trade and other debtors

(106,551

)

158,818

Increase/(decrease) in trade and other creditors

391,916

(193,879

)

Cash generated from operations

760,808

492,584

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 August 2025

31.8.25

1.9.24

£

£

Cash and cash equivalents

713,738

507,079

Year ended 31 August 2024

31.8.24

1.9.23

£

£

Cash and cash equivalents

507,079

555,963

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.9.24

Cash flow

At 31.8.25

£

£

£

Net cash

Cash at bank and in hand

507,079

206,659

713,738

507,079

206,659

713,738

Debt

Finance leases

(40,645

)

8,808

(31,837

)

Debts falling due within 1 year

(125,813

)

(3,613

)

(129,426

)

Debts falling due after 1 year

(3,479,649

)

137,161

(3,342,488

)

(3,646,107

)

142,356

(3,503,751

)

Total

(3,139,028

)

349,015

(2,790,013

)

1.	STATUTORY INFORMATION

Thaicorp Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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

2.	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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group (its subsidiaries). Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Accounting policies consistent with those of the parent are used and all intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

The consolidated financial statements incorporate the results of business combinations using the purchase method as outlined in the business combination policy. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Significant judgements and estimates

In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover

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

Turnover comprises the value of sales (exclusive of VAT and trade discounts) of goods in the normal course of business.

Turnover is recognised in the accounting period in which the company obtains the right to consideration in

exchange for its performance.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2010, is being amortised evenly over its estimated useful life of fifteen years.