Unique Seafood Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 08356599 (England and Wales)

UNIQUE SEAFOOD HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2025

Page

Company information

1

Group strategic report

2

Report of the directors

3

Report of the independent auditors

5

Consolidated income statement

8

Consolidated other comprehensive income

9

Consolidated balance sheet

10

Company balance sheet

11

Consolidated statement of changes in equity

12

Company statement of changes in equity

13

Consolidated cash flow statement

14

Notes to the consolidated cash flow statement

15

Notes to the consolidated financial statements

17

DIRECTORS:

H Nissen

K P Sperre

Ms I M Sperre

Ms E F Nissen

REGISTERED OFFICE:

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

REGISTERED NUMBER:

08356599 (England and Wales)

AUDITORS:

Berringers LLP

Chartered Accountants

and Statutory Auditors

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

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

REVIEW OF BUSINESS

The principal activity of the group in the year under review was the wholesale and retail sale of frozen fish, and operating fish and chip restaurants.

On 13 October 2025 the trade assets of Catch Limited were sold for £100,000 and as a result the group ceased activities connected with the operation of restaurants. The directors made this strategic decision to focus time and resources on more profitable business activities.

Results

The results for the year and financial position of the company and the group are shown in the annexed financial statements.

Group turnover on continuing operations has increased due to a upturn in market conditions from £37,878,783 in 2024 to £44,690,987 in 2025.

The group gross profit stood at £5,059,215 compared to £3,519,093 in 2024.

Net assets remain at a healthy level and stood at £7,894,871 at the year end.

Key performance indicators

Key performance indicators are turnover, margins and product mix. Non financial indicators are also used including product availability, customer returns and service levels to measure business performance in meeting the needs of our customers.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in a sophisticated market and its performance is related to ensuring it holds the correct stocks at competitive prices to satisfy all its customers requirements at any one time.

The main financial risks arising from the group's activities are credit risk, interest rate risk and liquidity risk. These are monitored by the board of directors.

The group's policy in respect of interest rate and liquidity risk is to maintain a mixture of long-term and short-term debt finance and readily accessible bank deposit accounts to ensure that the group has sufficient funds for operations.

ON BEHALF OF THE BOARD:

H Nissen - Director

30 June 2026

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

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 500,000 .

DIRECTORS

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

H Nissen

K P Sperre

Ms I M Sperre

Ms E F Nissen

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

H Nissen - Director

30 June 2026

Opinion

We have audited the financial statements of Unique Seafood Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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 December 2025 and of the group's profit 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 three, 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and error, we considered the following:

- the nature of the industry, control environment and business performance;

- results of our enquiries to management about their own assessment of the risks of fraud and error;

- the matters discussed among the audit engagement team regarding how and where fraud may occur in the financial statements and any potential indicators of fraud.

Our procedures to respond to risk include the following:

- reviewing the financial statement disclosures and testing to supporting documentation;

- performing analytical procedures to identify any unusual or unexpected areas that may indicate risks of material misstatement due to fraud or error;

- addressing the risk of fraud and error through management override of controls, testing the appropriateness of journals, assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal 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.

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.

Ricky Hutson BSc FCCA ACA (Senior Statutory Auditor)

for and on behalf of Berringers LLP

Chartered Accountants

and Statutory Auditors

Lygon House

50 London Road

Bromley

Kent

BR1 3RA

30 June 2026

TURNOVER

44,690,987

37,878,783

Cost of sales

39,631,772

34,359,690

GROSS PROFIT

5,059,215

3,519,093

Administrative expenses

2,607,620

2,284,928

2,451,595

1,234,165

Other operating income

2,296

88,525

OPERATING PROFIT

4

2,453,891

1,322,690

Income from interest in associated
undertakings

690,155

250,726

Interest receivable and similar income

9,574

23,902

699,729

274,628

3,153,620

1,597,318

Interest payable and similar expenses

5

285,995

201,447

PROFIT BEFORE TAXATION

2,867,625

1,395,871

Tax on profit

6

626,811

323,555

PROFIT FOR THE FINANCIAL YEAR

2,240,814

1,072,316

Profit attributable to:

Owners of the parent

2,246,263

1,065,990

Non-controlling interests

(5,449

)

6,326

2,240,814

1,072,316

PROFIT FOR THE YEAR

2,240,814

1,072,316

OTHER COMPREHENSIVE INCOME

Foreign currency translation

20,393

21,597

Purchase of own shares

-

(375,890

)

Non-controlling interest acquired

Income tax relating to components of other
comprehensive income

-

OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

20,393

(354,293

)

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

2,261,207

718,023

Total comprehensive income attributable to:

Owners of the parent

2,266,656

711,697

Non-controlling interests

(5,449

)

6,326

2,261,207

718,023

FIXED ASSETS

Intangible assets

9

417,238

492,309

Tangible assets

10

462,529

353,949

Investments

11

Interest in associate undertaking

2,043,301

1,551,480

2,923,068

2,397,738

CURRENT ASSETS

Stocks

12

6,390,565

5,493,825

Debtors

13

5,030,080

5,049,688

Cash at bank and in hand

306,525

278,780

11,727,170

10,822,293

CREDITORS

Amounts falling due within one year

14

6,591,577

6,903,077

NET CURRENT ASSETS

5,135,593

3,919,216

TOTAL ASSETS LESS CURRENT
LIABILITIES

8,058,661

6,316,954

CREDITORS

Amounts falling due after more than one year

15

163,790

183,290

NET ASSETS

7,894,871

6,133,664

CAPITAL AND RESERVES

Called up share capital

20

90,990

Capital redemption reserve

21

10,110

Retained earnings

21

7,892,250

6,125,594

SHAREHOLDERS' FUNDS

7,993,350

6,226,694

NON-CONTROLLING INTERESTS

22

(98,479

)

(93,030

)

TOTAL EQUITY

7,894,871

6,133,664

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

H Nissen - Director

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

-

Investments

11

702,249

CURRENT ASSETS

Debtors

13

3,248

269,248

CREDITORS

Amounts falling due within one year

14

593,336

859,336

NET CURRENT LIABILITIES

(590,088

)

(590,088

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

112,161

CAPITAL AND RESERVES

Called up share capital

20

90,990

Capital redemption reserve

21

10,110

Retained earnings

21

11,061

SHAREHOLDERS' FUNDS

112,161

Company's profit for the financial year

500,000

300,000

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

H Nissen - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

Balance at 1 January 2024

101,100

5,424,007

-

Changes in equity

Reduction in share capital

(10,110

)

-

Total comprehensive income

-

701,587

10,110

Balance at 31 December 2024

90,990

6,125,594

10,110

Changes in equity

Dividends

-

(500,000

)

-

Total comprehensive income

-

2,266,656

-

Balance at 31 December 2025

90,990

7,892,250

10,110

Non-controlling

Total

interests

equity

£

Balance at 1 January 2024

5,525,107

(99,356

)

5,425,751

Changes in equity

Reduction in share capital

(10,110

)

-

(10,110

)

Total comprehensive income

711,697

6,326

718,023

Balance at 31 December 2024

6,226,694

(93,030

)

6,133,664

Changes in equity

Dividends

(500,000

)

-

(500,000

)

Total comprehensive income

2,266,656

(5,449

)

2,261,207

Balance at 31 December 2025

7,993,350

(98,479

)

7,894,871

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

Balance at 1 January 2024

101,100

97,061

-

198,161

Changes in equity

Reduction in share capital

(10,110

)

-

(10,110

)

Total comprehensive income

-

(86,000

)

10,110

(75,890

)

Balance at 31 December 2024

90,990

11,061

10,110

112,161

Changes in equity

Dividends

-

(500,000

)

-

(500,000

)

Total comprehensive income

-

500,000

-

500,000

Balance at 31 December 2025

90,990

11,061

10,110

112,161

Cash flows from operating activities

Cash generated from operations

1

1,252,262

(360,714

)

Interest paid

(271,512

)

(189,587

)

Interest element of hire purchase payments
paid

(14,483

)

(11,860

)

Tax paid

(284,967

)

-

Net cash from operating activities

681,300

(562,161

)

Cash flows from investing activities

Purchase of tangible fixed assets

(107,897

)

(107,821

)

Sale of tangible fixed assets

158,000

47,292

Interest received

9,574

23,902

Dividends received

52,800

18,000

Net cash from investing activities

112,477

(18,627

)

Cash flows from financing activities

New loans in year

674,519

-

Loan repayments in year

(33,169

)

(34,808

)

Hire purchase repayments in year

(146,172

)

(83,118

)

Share buyback

-

(386,000

)

Equity dividends paid

(500,000

)

-

Net cash from financing activities

(4,822

)

(503,926

)

Increase/(decrease) in cash and cash equivalents

788,955

(1,084,714

)

Cash and cash equivalents at beginning of
year

2

(1,917,372

)

(832,658

)

Cash and cash equivalents at end of year

2

(1,128,417

)

(1,917,372

)

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

2025

2024

£

Profit before taxation

2,867,625

1,395,871

Depreciation charges

142,252

166,019

(Profit)/loss on disposal of fixed assets

(107,895

)

7,947

Amortisation

75,071

Finance costs

285,995

201,447

Finance income

(699,729

)

(274,628

)

2,563,319

1,571,727

Increase in stocks

(896,740

)

(1,528,528

)

Decrease/(increase) in trade and other debtors

13,706

(158,143

)

Decrease in trade and other creditors

(428,023

)

(245,770

)

Cash generated from operations

1,252,262

(360,714

)

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

306,525

278,780

Bank overdrafts

(1,434,942

)

(2,196,152

)

(1,128,417

)

(1,917,372

)

Year ended 31 December 2024

31.12.24

1.1.24

£

Cash and cash equivalents

278,780

376,397

Bank overdrafts

(2,196,152

)

(1,209,055

)

(1,917,372

)

(832,658

)

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

£

Net cash

Cash at bank

and in hand

278,780

27,745

306,525

Bank overdrafts

(2,196,152

)

761,210

(1,434,942

)

(1,917,372

)

788,955

(1,128,417

)

Debt

Finance leases

(135,787

)

146,172

(185,331

)

(174,946

)

Debts falling due

within 1 year

(36,823

)

(676,572

)

-

(713,395

)

Debts falling due

after 1 year

(65,496

)

29,844

-

(35,652

)

(238,106

)

(500,556

)

(185,331

)

(923,993

)

Total

(2,155,478

)

288,399

(185,331

)

(2,052,410

)

1.	STATUTORY INFORMATION

Unique Seafood 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), and with the Companies Act 2006. The financial statements have been prepared on the historical cost basis except for the modification to a fair value

basis for certain financial instruments as specified in the accounting policies below.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Basis of consolidation

The consolidated financial statements present the results of Unique Seafood Holdings Limited and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. 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.

Parent company disclosure exemption

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:

- Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations for the group and the parent company would be identical;

- No cash flow statement has been presented for the parent company;

- Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole.

Associates

Associated undertakings are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate by applying the equity method of accounting.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates.

The directors have made key assumptions regarding the recoverability of trade debtors and have provided accordingly.

Stock valuation is reviewed at the end of the year, and key assumptions are made in relation to net realisable values and obsolete or slow-moving stocks. Where necessary the directors include a provision against the stock value.

The directors consider the useful economic life of fixed assets and estimate depreciation accordingly. Depreciation rates are noted in the accounting policies and the depreciation totals for the year are included in the tangible fixed asset note.

Turnover

Turnover represents the invoiced value of sales excluding inter-company sales and value added tax.

Turnover is derived from the sale of goods and recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, the price is fixed or determinable and the collection of the amount due is reasonably assured.

Goodwill

Goodwill purchased in connection with an acquisition of a business in 2018 was amortised over two years. Goodwill on consolidation relating to the purchase of shares in an associated company in 2020 is being amortised over its useful life of 10 years. Goodwill purchased in connection with an acquisition of a business in 2023 is being amortised over its useful life of 10 years.

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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Improvements to property

-

20% - 33.3% on cost

Plant and machinery

-

25% on reducing balance and Straight line over 15 years

Fixtures and fittings

-

25% on reducing balance, 15% on reducing balance and 15 - 25% on net book value

Motor vehicles

-

25% on cost and 25% on reducing balance

Equipment

-

25% on reducing balance, 25% on cost and 20% on cost

Tangible fixed assets, other than investment properties, 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.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, 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 within 'other operating income or losses' in the statement of comprehensive income.

Impairment of assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts and short term trade loans, when applicable, are shown within borrowings in current liabilities.

Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

The company provides for annual leave accrued by employees as a result of services rendered in the current period, and which employees are entitled to carry forward and use within the next 12 months. The provision is measured at the salary cost payable for the period of absence.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Derivative financial instruments

Derivative financial instruments are recognised at fair value using a valuation technique with any gains or losses being reported in profit or loss. Outstanding derivatives at reporting date are included under the appropriate format heading depending on the nature of the derivative.

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.

Functional currency and presentation currency

The financial statements are presented in sterling (£), the currency of the primary economic environment in which the company operates (its functional currency).

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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 trading companies within the group operate defined contribution pension schemes compliant with local legislation. Contributions payable to the relevant pension schemes are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

Wages and salaries

1,348,941

1,025,918

Social security costs

120,686

104,297

Other pension costs

32,970

30,457

1,502,597

1,160,672

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

2025

2024

Sales

14

Administration

6

Accounts

3

Production

10

7

Drivers

2

35

32

The average number of employees by undertakings that were proportionately consolidated during the year was 35 (2024 - 32 ) .

2025

2024

£

Directors' remuneration

100,000

4.	OPERATING PROFIT

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

2025

2024

£

Hire of plant and machinery

14,874

10,852

Depreciation - owned assets

110,246

117,780

Depreciation - assets on hire purchase contracts

32,006

48,239

(Profit)/loss on disposal of fixed assets

(107,895

)

7,947

Goodwill amortisation

75,071

Auditors remuneration

19,915

23,412

Auditors' remuneration for non audit work

6,595

5,580

Foreign exchange differences

(3,828

)

42,251

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

Bank interest

86,997

20,350

Finance charges

184,515

169,237

Hire purchase

14,483

11,860

285,995

201,447

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

Current tax:

UK corporation tax

473,566

285,036

Tax on share of profit

from associated company

145,535

53,181

Total current tax

619,101

338,217

Deferred taxation

7,710

(14,662

)

Tax on profit

626,811

323,555

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

Profit before tax

2,867,625

1,395,871

Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

716,906

348,968

Effects of:

Expenses not deductible for tax purposes

15,488

13,461

Income not taxable for tax purposes

(198,336

)

(43,914

)

Depreciation in excess of capital allowances

4,293

14,790

Utilisation of tax losses

1,476

(25,799

)

Share of tax from associate

145,535

53,181

Deferred tax movement

7,710

(14,662

)

Foreign tax adjustments

(66,261

)

(22,000

)

Marginal relief

-

(470

)

Total tax charge

626,811

323,555

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

Foreign currency translation

20,393

-

20,393

Purchase of own shares

Non-controlling interest acquired

20,393

-

20,393

2024

Gross

Tax

Net

£

Foreign currency translation

21,597

-

21,597

Purchase of own shares

(375,890

)

-

(375,890

)

Non-controlling interest acquired

(354,293

)

-

(354,293

)

7.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income statement of the parent company is not presented as part of these financial statements.

8.

DIVIDENDS

2025

2024

£

Final

500,000

-

9.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 January 2025

and 31 December 2025

795,709

AMORTISATION

At 1 January 2025

303,400

Amortisation for year

75,071

At 31 December 2025

378,471

NET BOOK VALUE

At 31 December 2025

417,238

At 31 December 2024

492,309

10.	TANGIBLE FIXED ASSETS

Group

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

COST

At 1 January 2025

97,253

220,925

51,634

Additions

8,069

36,351

1,382

Disposals

-

Exchange differences

1,229

29,942

165

At 31 December 2025

106,551

287,218

53,181

DEPRECIATION

At 1 January 2025

69,409

124,516

40,640

Charge for year

11,142

37,609

11,289

Eliminated on disposal

-

Exchange differences

123

23,422

102

At 31 December 2025

80,674

185,547

52,031

NET BOOK VALUE

At 31 December 2025

25,877

101,671

1,150

At 31 December 2024

27,844

96,409

10,994

Motor

vehicles

Equipment

Totals

£

COST

At 1 January 2025

348,060

283,074

1,000,946

Additions

241,013

6,413

293,228

Disposals

(99,050

)

-

(99,050

)

Exchange differences

8,120

96

39,552

At 31 December 2025

498,143

289,583

1,234,676

DEPRECIATION

At 1 January 2025

138,706

273,726

646,997

Charge for year

67,021

15,191

142,252

Eliminated on disposal

(48,945

)

-

(48,945

)

Exchange differences

8,100

96

31,843

At 31 December 2025

164,882

289,013

772,147

NET BOOK VALUE

At 31 December 2025

333,261

570

462,529

At 31 December 2024

209,354

9,348

353,949

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

At 1 January 2025

204,965

Additions

185,331

Disposals

(99,050

)

At 31 December 2025

291,246

DEPRECIATION

At 1 January 2025

80,386

Charge for year

32,006

Eliminated on disposal

(48,945

)

At 31 December 2025

63,447

NET BOOK VALUE

At 31 December 2025

227,799

At 31 December 2024

124,579

11.	FIXED ASSET INVESTMENTS

Group

Interest

in

associate

undertaking

£

COST

At 1 January 2025

1,551,480

Share of profit/(loss)

491,821

At 31 December 2025

2,043,301

NET BOOK VALUE

At 31 December 2025

2,043,301

At 31 December 2024

1,551,480

Company

Interest

Shares in

in

group

associate

undertakings

undertaking

Totals

£

COST

At 1 January 2025

and 31 December 2025

173,001

529,248

702,249

NET BOOK VALUE

At 31 December 2025

173,001

529,248

702,249

At 31 December 2024

173,001

529,248

702,249

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

Subsidiaries

Unique Seafood Limited

Registered office: Lygon House, 50 London Road, Bromley, Kent, BR1 3RA

Nature of business: Wholesale of frozen fish and associated products

%

Class of shares:

holding

Ordinary

100.00

Unique Seafood (Properties) Limited

Registered office: Lygon House, 50 London Road, Bromley, Kent, BR1 3RA

Nature of business: Property management

%

Class of shares:

holding

Ordinary

100.00

Catch Limited

Registered office: Lygon House, 50 London Road, Bromley, Kent, BR1 3RA

Nature of business: Fish and chip restaurant operator

%

Class of shares:

holding

Ordinary

100.00

North Cape Seafoods Limited

Registered office: Lower Drumaweir, Greencastle, Co.Donegal

Nature of business: Wholesale of frozen fish and associated products

%

Class of shares:

holding

Ordinary

75.00

Unique Seafood Pelagic Limited

Registered office: Lygon House, 50 London Road, Bromley, Kent, BR1 3RA

Nature of business: Wholesale of frozen fish and associated products

%

Class of shares:

holding

Ordinary

100.00

Unique Seafood Ireland Limited

Registered office: Ground Floor, 71 Lower Baggot Street, Dublin 2, Ireland

Nature of business: Wholesale of frozen fish and associated products

%

Class of shares:

holding

Ordinary

100.00

Associated companies

Unique Atlantic Seafood A/S

Registered office: Hansborggade 30, 2. 11. 6100 Haderslev, Denmark

Nature of business: The processing and wholesale of frozen fish

%

Class of shares:

holding

Ordinary

39.50

2025

2024

£

Aggregate capital and reserves

4,213,339

3,077,552

Profit for the year

964,136

409,383

Unique Seafood (East) Limited

Registered office: Lygon House, 50 London Road, Bromley, Kent, BR1 3RA

Nature of business: Wholesale of frozen fish and associated products

%

Class of shares:

holding

Ordinary

30.00

2025

2024

£

Aggregate capital and reserves

719,806

525,849

Profit for the year

369,957

59,460

12.

STOCKS

Group

2025

2024

£

Stocks

6,390,565

5,493,825

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

Trade debtors

4,800,816

4,721,248

-

Amounts owed by group undertakings

-

3,148

269,148

Other debtors

26,709

148,600

100

VAT

45,840

6,756

-

Deferred tax asset

7,642

13,544

-

Prepayments

149,073

159,540

-

5,030,080

5,049,688

3,248

269,248

Deferred tax asset

Group

Company

2025

2024

2025

2024

£

Deferred taxation

7,642

13,544

-

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

Bank loans and overdrafts (see note 16)

2,148,337

2,232,975

-

Hire purchase contracts (see note 17)

63,654

33,820

-

Trade creditors

3,345,144

4,023,841

-

Amounts owed to group undertakings

-

502,836

768,836

Taxation

441,162

284,967

-

Social security and other taxes

43,466

52,784

-

Other creditors

162,472

184,208

90,500

Accrued expenses

387,342

88,178

-

Deferred government grants

-

2,304

-

6,591,577

6,903,077

593,336

859,336

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

2025

2024

£

Bank loan (see note 16)

35,652

65,496

Hire purchase contracts (see note 17)

111,292

101,967

Deferred government grants

16,846

15,827

163,790

183,290

16.

LOANS

An analysis of the maturity of loans is given below:

Group

2025

2024

£

Amounts falling due within one year or on

demand:

Bank overdrafts

1,434,942

2,196,152

Bank loan

713,395

36,823

2,148,337

2,232,975

Amounts falling due between one and two

years:

Bank loans - 1-2 years

-

36,823

Amounts falling due between two and five

years:

Bank loans - 2-5 years

35,652

28,673

17.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Hire purchase

contracts

2025

2024

£

Net obligations repayable:

Within one year

63,654

33,820

Between one and five years

111,292

101,967

174,946

135,787

Group

Non-cancellable

operating leases

2025

2024

£

Within one year

19,358

29,358

Between one and five years

-

19,358

48,716

18.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2025

2024

£

Bank overdrafts

1,434,942

2,196,152

Bank loan

749,047

102,319

2,183,989

2,298,471

The bank overdrafts above are secured by way of a fixed charge on non-vesting debts and a floating charge on the assets of the company and its subsidiary undertakings.

The bank loan above is secured by way of fixed charges over the real property, land and other assets of North Cape Seafoods Limited.

Cross guarantees exist between Unique Seafood Holdings Limited, Catch Limited, Unique Seafood Limited and Unique Seafood Pelagic Limited, in respect of banking facilities available to the group.

19.	DEFERRED TAX

Group

£

Balance at 1 January 2025

(13,544

)

Provided during year

5,902

Foreign currency translation

Balance at 31 December 2025

(7,642

)

20.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

90,990

Ordinary

£1

90,990

21.

RESERVES

Group

Capital

Retained

redemption

earnings

reserve

Totals

£

At 1 January 2025

6,125,594

10,110

6,135,704

Profit for the year

2,246,263

Dividends

(500,000

)

(500,000

)

Foreign exchange differences

20,393

-

20,393

At 31 December 2025

7,892,250

10,110

7,902,360

Company

Capital

Retained

redemption

earnings

reserve

Totals

£

At 1 January 2025

11,061

10,110

21,171

Profit for the year

500,000

Dividends

(500,000

)

(500,000

)

At 31 December 2025

11,061

10,110

21,171

22.	NON-CONTROLLING INTERESTS

The amounts owing to minority interests are as follows:

2025

2024

£

North Cape Seafoods Limited

(98,479

)

(93,030

)

(98,479

)

(93,030

)

23.	RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the group

2025

2024

£

Purchases

12,132,374

14,566,540

Amount due from related party

38,100

121,759

Amount due to related party

1,990,610

1,869,579

Entities over which the group has control, joint control or significant influence

2025

2024

£

Sales

3,206,485

2,406,519

Purchases

7,470,753

5,428,630

Amount due from related party

289,517

453,236

Amount due to related party

317,348

227,434

During the year, a total of key management personnel compensation of £ 100,000 (2024 - £ 100,000 ) was paid.

24.	ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are Funder Nissen Holdings APS and Sperrefish A/S, due to their ownership of the parent company's share capital.