REGISTERED NUMBER: 11625144 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Smithy Mushrooms Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

C Kim

J Lee

H J Park

J Kim

B Hong

REGISTERED OFFICE:

32 Derby Street

Ormskirk

Lancashire

L39 2BY

REGISTERED NUMBER:

11625144 (England and Wales)

SENIOR STATUTORY AUDITOR:

Nicola Price ACA FCCA

AUDITORS:

Myersons

Statutory Auditors

Chartered Accountants

32 Derby Street

Ormskirk

Lancashire

L39 2BY

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The company acts as the parent of Smithy Mushrooms Limited in the UK and Bulla Mushrooms (Aust) Pty Ltd and Bulla Holdings (Aust) Pty Ltd in Australia. These financial statements are prepared for the parent company only.

The company continues to seek new business opportunities both within and beyond its existing UK and Australian operations. In addition to strengthening its core mushroom business, the company is focused on expanding along the value chain and pursuing selective overseas investment opportunities, particularly in the production and distribution of organic oriental and exotic mushrooms. During 2025, the Company has continued to evaluate potential investments in overseas production facilities, targeting markets with strong long-term growth potential.

The principal activities of the group remain mushroom production and trading, carried out through Smithy Mushrooms Limited and Bulla Mushrooms. To strengthen its production base and improve margin structure, the Group has continued to invest in expanding its in-house shiitake mushroom log production facility in the UK. This investment supports the cultivation of a wider range of oriental and exotic mushrooms, improves supply stability, and enhances cost efficiency, while enabling a significant increase in overall shiitake mushroom production.

The balance sheet of Smithy Mushrooms Holdings Limited continues to present a solid financial position to support growth across the group. As at 31 December 2025, net assets remain at a strong level, providing a stable platform to fund future overseas investments and strategic expansion initiatives.

The business review of the directors contained in the financial statements of Smithy Mushrooms Limited and Bulla Mushrooms is as follows:

We aim to present a fair review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and complexity of our business and is written in the context of the risks and uncertainties faced by the group.

Despite ongoing external challenges, including geopolitical instability, inflationary pressures, and volatility in global supply chains, the group delivered performance broadly in line with its strategic objectives. Cost pressures related to labour, energy, and logistics continued during the year; however, these were mitigated through improved operational efficiency, a greater focus on in-house production, and the maintenance of strong customer relationships. As a result, the group remains well positioned to enhance profitability as market conditions stabilise.

Bulla Mushrooms (Aust) Pty Ltd recorded a meaningful improvement in operating performance during the year, reflecting increased sales volumes, improved margin management, and a stronger focus on higher value-added organic oriental mushroom products. This performance provides a strong foundation for future growth and supports the Group's strategy to expand its presence in premium mushroom markets.

Bulla Holdings (Aust) Pty Ltd and its controlling entities' combined turnover has increased to A$8.69 million compared with A$7.75 million in 2024. The combined operating profit for the year was A$938,741 compared with an operating profit of A$147,747 in 2024.

Smithy Mushrooms Limited continued to focus on strengthening its production infrastructure and product mix. While profitability was impacted by the rising costs mentioned above, the recent capital investment is expected to support improved margins over the medium to long term through increased production efficiency and the expansion of higher-margin product lines.

Smithy Mushrooms Limited's turnover has increased slightly by 1.3% to £7.96 million compared with £7.86 million in 2024. The year resulted in an operating loss of £777,139 compared with a loss of £265,644 in 2024.

The directors would like to thank all employees for their commitment and hard work over the last 12 months.

PRINCIPAL RISKS AND UNCERTAINTIES

The business environment in which the group operates remains challenging, with competitive pricing, cost inflation, and ongoing geopolitical uncertainty continuing to affect trading conditions. Developments in global conflicts, inflation trends, and monetary policy remain sources of uncertainty for businesses worldwide.

The group seeks to manage these risks through a continued focus on operational efficiency, product differentiation, and the expansion of higher-margin organic oriental mushroom offerings. The group's established reputation for quality, reliability, and customer service remains a key competitive advantage in navigating these uncertainties.

FUTURE DEVELOPMENTS

The group will continue to pursue opportunities to grow the business and expand its product offering, with a strategic focus on high-margin organic oriental mushrooms.

Key areas of focus include:

- further strengthening in-house production capabilities, particularly for shiitake and other oriental mushroom varieties;

- leveraging the improved performance of Bulla Mushrooms in Australia to support sustainable growth and margin enhancement;

- pursuing selective overseas investments to support expansion into Europe, Australia, and the United States, where demand for premium and organic oriental mushrooms continues to grow; and

- developing a vertically integrated business model to enhance supply control, product quality, and long-term profitability.

Through these initiatives, the group aims to deliver sustainable growth, improve profitability, and establish a stronger international presence in the organic and premium oriental mushroom market.

ON BEHALF OF THE BOARD:

C Kim - Director

27 May 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

C Kim

J Lee

H J Park

Other changes in directors holding office are as follows:

J Kim and B Hong were appointed as directors after 31 December 2025 but prior to the date of this report.

T Jung and C Park ceased to be directors after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Myersons, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C Kim - Director

27 May 2026

Opinion

We have audited the financial statements of Smithy Mushrooms Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

The senior statutory auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client;

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection and employment legislation;

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and the identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected, and alleged fraud; and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify any unusual or unexpected relationship, tested journal entries to identify unusual transactions and investigate the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to; agreeing financial statement disclosures to underlying supporting documentation and enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Nicola Price ACA FCCA (Senior Statutory Auditor)

for and on behalf of Myersons

Statutory Auditors

Chartered Accountants

32 Derby Street

Ormskirk

Lancashire

L39 2BY

28 May 2026

TURNOVER

-

-

Administrative expenses

139,530

178,034

OPERATING LOSS and

LOSS BEFORE TAXATION

(139,530

)

(178,034

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(139,530

)

(178,034

)

LOSS FOR THE YEAR

(139,530

)

(178,034

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(139,530

)

(178,034

)

FIXED ASSETS

Tangible assets

6

294

511

Investments

7

15,476,867

15,312,933

15,477,161

15,313,444

CURRENT ASSETS

Debtors

8

3,476

7,165

Cash at bank

3,793

74,871

7,269

82,036

CREDITORS

Amounts falling due within one year

9

200,917

95,437

NET CURRENT LIABILITIES

(193,648

)

(13,401

)

TOTAL ASSETS LESS CURRENT LIABILITIES

15,283,513

15,300,043

CREDITORS

Amounts falling due after more than one year

10

293,040

170,040

NET ASSETS

14,990,473

15,130,003

CAPITAL AND RESERVES

Called up share capital

12

15,900,000

15,900,000

Retained earnings

13

(909,527

)

(769,997

)

SHAREHOLDERS' FUNDS

14,990,473

15,130,003

The financial statements were approved by the Board of Directors and authorised for issue on 27 May 2026 and were signed on its behalf by:

C Kim - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

15,900,000

(591,963

)

15,308,037

Changes in equity

Total comprehensive income

-

(178,034

)

(178,034

)

Balance at 31 December 2024

15,900,000

(769,997

)

15,130,003

Changes in equity

Total comprehensive income

-

(139,530

)

(139,530

)

Balance at 31 December 2025

15,900,000

(909,527

)

14,990,473

Cash flows from operating activities

Cash generated from operations

1

(120,145

)

(191,637

)

Net cash from operating activities

(120,145

)

(191,637

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(385

)

Purchase of fixed asset investments

(163,933

)

-

Net cash from investing activities

(163,933

)

(385

)

Cash flows from financing activities

New loans in year

213,000

179,999

Amount withdrawn by directors

-

(540

)

Net cash from financing activities

213,000

179,459

Decrease in cash and cash equivalents

(71,078

)

(12,563

)

Cash and cash equivalents at beginning of year

2

74,871

87,434

Cash and cash equivalents at end of year

2

3,793

74,871

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Loss before taxation

(139,530

)

(178,034

)

Depreciation charges

216

142

(139,314

)

(177,892

)

Decrease/(increase) in trade and other debtors

3,689

(7,165

)

Increase/(decrease) in trade and other creditors

15,480

(6,580

)

Cash generated from operations

(120,145

)

(191,637

)

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 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

3,793

74,871

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

74,871

87,434

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

74,871

(71,078

)

3,793

74,871

(71,078

)

3,793

Total

74,871

(71,078

)

3,793

1.	STATUTORY INFORMATION

Smithy Mushrooms Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Smithy Mushrooms Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Hyundai Euro Partners Limited, 32 Derby Street, Ormskirk, Lancashire, L39 2BY.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

70,190

117,771

Social security costs

3,769

9,672

73,959

127,443

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

31.12.25

31.12.24

Directors

3

2

31.12.25

31.12.24

£

£

Directors' remuneration

88,215

117,771

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.25

31.12.24

£

£

Depreciation - owned assets

217

141

Auditors' remuneration

2,665

6,457

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

6.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2025

and 31 December 2025

2,027

DEPRECIATION

At 1 January 2025

1,516

Charge for year

217

At 31 December 2025

1,733

NET BOOK VALUE

At 31 December 2025

294

At 31 December 2024

511

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

15,312,933

Additions

163,934

At 31 December 2025

15,476,867

NET BOOK VALUE

At 31 December 2025

15,476,867

At 31 December 2024

15,312,933

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Smithy Mushrooms Limited

Registered office: 32 Derby Street, Ormskirk, Lancashire, L39 2BY.

Nature of business: Selling and growing mushrooms

%

Class of shares:

holding

Ordinary

99.15

31.12.25

31.12.24

£

£

Aggregate capital and reserves

12,263,071

13,124,132

Loss for the year

(861,061

)

(345,572

)

Bulla Mushrooms (Aust) Pty Ltd

Registered office: 245 Duncans Lane, Diggers Rest Vic 3427, Australia.

Nature of business: Selling and growing mushrooms

%

Class of shares:

holding

Ordinary

86.96

31.12.25

31.12.24

£

£

Aggregate capital and reserves

1,042,864

646,310

Profit for the year

426,464

194,411

Bulla Holdings (Aust) Pty Ltd

Registered office: 245 Duncans Lane, Diggers Rest Vic 3427, Australia.

Nature of business: Holding Company

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

1,294,063

1,376,264

(Loss)/profit for the year

(18,511

)

421,786

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Other debtors

2,250

2,250

Prepayments and accrued income

1,226

4,915

3,476

7,165

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

180,000

90,000

Accrued expenses

20,917

5,437

200,917

95,437

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

213,000

90,000

Amounts owed to associates

80,040

80,040

293,040

170,040

11.	LEASING AGREEMENTS

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

31.12.25

31.12.24

£

£

Within one year

14,040

13,715

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

15,900,000

Ordinary

£1

15,900,000

15,900,000

13.

RESERVES

Retained

earnings

£

At 1 January 2025

(769,997

)

Deficit for the year

(139,530

)

At 31 December 2025

(909,527

)

14.	ULTIMATE PARENT COMPANY

Hyundai Corporation Holdings (incorporated in South Korea ) is regarded by the directors as being the company's ultimate parent company.

15.	ULTIMATE CONTROLLING PARTY

The controlling party is Hyundai Euro Partners Limited.

The ultimate controlling party is Hyundai Corporation Holdings.