REGISTERED NUMBER: 14283723 (England and Wales)

LEROY SEAFOOD UK LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTOR:

I Wulff

REGISTERED OFFICE:

1 Eastgate

Louth

Lincolnshire

LN11 9NB

REGISTERED NUMBER:

14283723 (England and Wales)

AUDITORS:

Dexter & Sharpe

Chartered Certified Accountants

& Registered Auditors

Rollestone House

20-22 Bridge Street

Horncastle

Lincolnshire

LN9 5HZ

The director presents his strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The 2025 turnover of £24 million represents 71% growth in the business, reflecting the planned growth for 2025 and the continued growth the business plans. The growth in turnover is also driven by price inflation due to the challenges faced, including political unrest and quota cuts.

The business is satisfied that it achieved a positive operational profit and an increase in operational percentage for the year and forecasts an increase in this coming year.

There will be new and ongoing challenges in the new year due to the ongoing global challenges, but the business believes it will be able to adapt quickly to challenging trading conditions, which could affect its long-term goals.

PRINCIPAL RISKS AND UNCERTAINTIES

One of the company's key challenges is remaining competitive in the market. To address this, we leverage our strong connections within the group, including access to fishing vessels, fish farms and an integrated value chain. These valuable resources enable us to maintain a steady supply of high-quality raw materials, ensuring smooth operations and long-term success.

By capitalising on these strengths, we can adapt to changing market conditions, expand our reach and continue delivering exceptional products to our customers.

SECTION 172(1) STATEMENT

Promoting the Company's Success

Our objective is committed to ensure responsible and sustainable growth by carefully considering the interests of key stakeholders, including employees, customers and suppliers. Every decision is made with a forward-looking approach, balancing short-term operational needs with long-term value creation.

We actively engage with stakeholders to foster strong relationships that align with our strategic vision and operational objectives. Through these efforts, we aim to build a resilient and dynamic business positioned for sustained growth.

EMPLOYEES

Our employees are the driving force behind our success. They bring invaluable expertise that fosters growth, strengthens customer relationships and enhances industry knowledge.

We are committed to supporting their professional development by providing opportunities to expand their skills and thrive within the business. Additionally, we offer a range of benefits to ensure our team feels valued, appreciated and motivated. We empower our employees to contribute to our shared success by fostering a positive and supportive work environment.

ENVIRONMENT

Sustainability is at the core of our operations. We adhere to the group's ethical sourcing policy and maintain accreditations from MSC and ASC.

In alignment with the group's ambition to achieve "Net Zero" by 2050, we continuously strive to minimise our environmental impact. Through responsible sourcing and sustainable practices, we aim to contribute positively to the environment while upholding the highest standards of product quality.

ON BEHALF OF THE BOARD:

I Wulff - Director

9 April 2026

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

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

DIRECTORS

I Wulff has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

C P Boardman (Dec'd) - deceased 21 November 2025

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Dexter & Sharpe, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

I Wulff - Director

9 April 2026

Opinion

We have audited the financial statements of Leroy Seafood UK 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director 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 the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

- We have enquired of those charged with governance around actual and potential litigation and claims.

- We have reviewed financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations.

- We have enquired of staff engaged in the completion of VAT, tax and compliance work to identify any instances of non compliance with laws and regulations.

- We have audited the risk of management override of controls, including reviewing journal entries and large or unusual transactions and evaluating the business rationale of any significant transactions outside the course of business

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.

Mrs Nicola Michelle Lenton F.C.C.A. (Senior Statutory Auditor)

for and on behalf of Dexter & Sharpe

Chartered Certified Accountants

& Registered Auditors

Rollestone House

20-22 Bridge Street

Horncastle

Lincolnshire

LN9 5HZ

10 April 2026

TURNOVER

24,364,463

14,330,692

Cost of sales

(22,720,265

)

(13,240,583

)

GROSS PROFIT

1,644,198

1,090,109

Administrative expenses

(1,246,774

)

(983,616

)

397,424

106,493

Other operating income

10,917

9,521

OPERATING PROFIT

3

408,341

116,014

Interest receivable and similar income

14,649

27,358

422,990

143,372

Interest payable and similar expenses

4

(419,604

)

(412,534

)

PROFIT/(LOSS) BEFORE TAXATION

3,386

(269,162

)

Tax on profit/(loss)

5

(5,746

)

76,756

LOSS FOR THE FINANCIAL YEAR

(2,360

)

(192,406

)

LOSS FOR THE YEAR

(2,360

)

(192,406

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,360

)

(192,406

)

FIXED ASSETS

Tangible assets

6

104,125

9,034

CURRENT ASSETS

Stocks

7

12,313,221

8,429,461

Debtors

8

5,801,357

3,623,286

Cash at bank

468,859

674,151

18,583,437

12,726,898

CREDITORS

Amounts falling due within one year

9

17,598,842

11,597,674

NET CURRENT ASSETS

984,595

1,129,224

TOTAL ASSETS LESS CURRENT LIABILITIES

1,088,720

1,138,258

CREDITORS

Amounts falling due after more than one year

10

(1,185,273

)

(1,256,321

)

PROVISIONS FOR LIABILITIES

11

(26,129

)

(2,259

)

NET LIABILITIES

(122,682

)

(120,322

)

CAPITAL AND RESERVES

Called up share capital

12

1,000

1,000

Share premium

13

499,000

499,000

Retained earnings

13

(622,682

)

(620,322

)

SHAREHOLDERS' FUNDS

(122,682

)

(120,322

)

The financial statements were approved by the director and authorised for issue on 9 April 2026 and were signed by:

I Wulff - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

1,000

(427,916

)

499,000

72,084

Changes in equity

Total comprehensive income

-

(192,406

)

-

(192,406

)

Balance at 31 December 2024

1,000

(620,322

)

499,000

(120,322

)

Changes in equity

Total comprehensive income

-

(2,360

)

-

(2,360

)

Balance at 31 December 2025

1,000

(622,682

)

499,000

(122,682

)

Cash flows from operating activities

Cash generated from operations

1

485,028

(203,306

)

Interest paid

(530,832

)

(301,306

)

Net cash from operating activities

(45,804

)

(504,612

)

Cash flows from investing activities

Purchase of tangible fixed assets

(103,090

)

(3,643

)

Interest received

14,649

27,358

Net cash from investing activities

(88,441

)

23,715

Cash flows from financing activities

New loans in year

-

7,844,960

Loan repayments in year

(71,047

)

(6,838,639

)

Amount withdrawn by directors

-

(4,316

)

Net cash from financing activities

(71,047

)

1,002,005

(Decrease)/increase in cash and cash equivalents

(205,292

)

521,108

Cash and cash equivalents at beginning of year

2

674,151

153,043

Cash and cash equivalents at end of year

2

468,859

674,151

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

2025

2024

£

£

Profit/(loss) before taxation

3,386

(269,162

)

Depreciation charges

7,998

3,693

Loss on disposal of fixed assets

-

350

Finance costs

419,604

412,534

Finance income

(14,649

)

(27,358

)

416,339

120,057

Increase in stocks

(3,883,760

)

(6,841,897

)

Increase in trade and other debtors

(2,159,947

)

(3,357,845

)

Increase in trade and other creditors

6,112,396

9,876,379

Cash generated from operations

485,028

(203,306

)

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

468,859

674,151

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

674,151

153,043

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

674,151

(205,292

)

468,859

674,151

(205,292

)

468,859

Total

674,151

(205,292

)

468,859

1.	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.

Although the company has made losses to date, it is still in the early stages of trading and is receiving significant support from its parent company, Leroy Seafood ASA. The directors therefore believe that it is correct to prepare the accounts on a going concern basis.

Turnover

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

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences have been fully amortised in the current year.

Tangible fixed assets

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

Plant and machinery

-

Straight line over 10 years

Fixtures and fittings

-

Straight line over 5 years

Computer equipment

-

Straight line over 3 years

Stocks

UK stock and raw materials both in transit and in Vietnam are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Processed/finished goods are included at the cost of the raw materials, plus cost of production including management and processing fees.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

2.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,012,942

682,260

Social security costs

88,256

66,921

Other pension costs

64,917

31,742

1,166,115

780,923

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

2025

2024

Directors

1

1

Employees

11

5

12

6

2025

2024

£

£

Directors' remuneration

177,250

301,519

3.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

7,615

7,678

Depreciation - owned assets

7,999

3,693

Loss on disposal of fixed assets

-

350

Auditors' remuneration

9,500

8,400

Foreign exchange differences

(245,355

)

(52,527

)

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

-

4

Bank loan interest

419,579

412,030

HMRC interest

25

500

419,604

412,534

5.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

2025

2024

£

£

Deferred tax

5,746

(76,756

)

Tax on profit/(loss)

5,746

(76,756

)

6.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2025

-

3,646

11,106

14,752

Additions

102,719

371

-

103,090

At 31 December 2025

102,719

4,017

11,106

117,842

DEPRECIATION

At 1 January 2025

-

844

4,874

5,718

Charge for year

3,424

1,174

3,401

7,999

At 31 December 2025

3,424

2,018

8,275

13,717

NET BOOK VALUE

At 31 December 2025

99,295

1,999

2,831

104,125

At 31 December 2024

-

2,802

6,232

9,034

7.

STOCKS

2025

2024

£

£

Stocks

12,313,221

8,429,461

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

5,524,049

3,355,285

Other debtors

662

14,292

Deferred Tax

226,260

208,136

VAT

8,941

10,777

Prepayments

41,445

34,796

5,801,357

3,623,286

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

16,575,567

7,197,754

Social security and other taxes

16,945

21,203

Other creditors

5,944

4,319

Accruals and deferred income

1,000,386

4,374,398

17,598,842

11,597,674

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

1,185,273

1,256,321

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

26,129

2,259

Deferred

tax

£

Balance at 1 January 2025

2,259

Provided during year

23,870

Balance at 31 December 2025

26,129

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary

£1

1,000

1,000

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

(620,322

)

499,000

(121,322

)

Deficit for the year

(2,360

)

(2,360

)

At 31 December 2025

(622,682

)

499,000

(123,682

)