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Registered number: 05323344 MORRISON EXPRESS CORP (UK) LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
MORRISON EXPRESS CORP (UK) LIMITED REGISTERED NUMBER: 05323344 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 6,837 |  | 18,223
|  |  | 6,837 |  | 18,223
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 1,685,446 |  | 1,053,921 |
Cash at bank and in hand | 7 | 33,681 |  | 617,615 |
|  | 1,719,127 |  | 1,671,536 |
Creditors: amounts falling due within one year | 8 | (2,120,197) |  | (1,760,243) |
Net current liabilities |  |  | (401,070) |  | (88,707)
Total assets less current liabilities |  |  | (394,233) |  | (70,484)
Net liabilities |  |  | (394,233) |  | (70,484)
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 300,000 |  | 300,000
Profit and loss account |  |  | (694,233) |  | (370,484)
|  |  | (394,233) |  | (70,484)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
N Mckenzie
Director
Date: 22 June 2026
The notes on pages 2 to 8 form part of these financial statements. Page 1
MORRISON EXPRESS CORP (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Morrison Express Corp (UK) Limited is a private company limited by share capital and incorporated in England and Wales. The address of its registered office and principal place of business is disclosed on page 1. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis, which assumes the continued support of group companies. The parent company has confirmed in writing that the group companies will continue to provide the company with adequate financial support to enable it to continue to trade as a going concern for at least twelve months after the date of approval of these financial statements. On this basis, the directors consider that it is appropriate to prepare the financial statements on a going concern basis.
| 2.3 | Turnover
Turnover comprises revenue recognised by the company in respect of services supplied during the year, exclusive of Value Added Tax and trade discounts.
| 2.4 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 33% on cost
|  |  |  | Fixtures, fittings & equipment | - | 20% on cost
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 2
MORRISON EXPRESS CORP (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | 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.
| 2.6 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.7 | Statement of cash flows
The company has adopted the exemption available under section 1A of FRS 102 that allows a company to omit a statement of cash flows from the financial statements.
| 2.8 | Creditors
Short-term 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.
| 2.9 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.10 | Operating leases
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 3
MORRISON EXPRESS CORP (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.12 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.13 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Employees
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Average number of employees | 10 | 10
Page 4
MORRISON EXPRESS CORP (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Total deferred tax | - | -
|  | - | -
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (323,751) | (400,257)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (80,938) | (100,064)
| Effects of: |  |
| Expenses not deductible for tax purposes | 579 | 171
| Capital allowances for year in excess of depreciation | 11,910 | 438
| Movement in deferred tax not recognised | 79,699 | 99,455
| Adjustment to brought forward values | (11,250) | -
| Total tax charge for the year | - | -
| A deferred tax asset of £245,426 (2024:£165,505) is not recognised in these financial statements.
| Factors that may affect future tax charges
There are no factors that will effect the future tax charge. Page 5
MORRISON EXPRESS CORP (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Tangible fixed assets
|  | Fixtures, fittings & equipment | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 4,719 | 85,834 | 90,553
| Additions | 3,947 | - | 3,947
| At 31 December 2025 | 8,666 | 85,834 | 94,500
| Depreciation |  |  |
| At 1 January 2025 | 792 | 71,538 | 72,330
| Charge for the year on owned assets | 1,338 | 13,995 | 15,333
| At 31 December 2025 | 2,130 | 85,533 | 87,663
| Net book value |  |  |
| At 31 December 2025 | 6,536 | 301 | 6,837
| At 31 December 2024 | 3,927 | 14,296 | 18,223
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,586,727 | 981,575
| Other debtors | 98,719 | 72,346
|  | 1,685,446 | 1,053,921
7. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 33,681 | 617,615
| Less: bank overdrafts | (68,907) | -
|  | (35,226) | 617,615
Page 6
MORRISON EXPRESS CORP (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | 68,907 | -
| Trade creditors | 583,259 | 363,602
| Amounts owed to group undertakings | 1,409,421 | 1,332,203
| Other taxation and social security | 14,821 | 13,215
| Other creditors | 43,789 | 51,223
|  | 2,120,197 | 1,760,243
9. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 300,000 (2024 - 300,000) Ordinary shares of £1.00 each | 300,000 | 300,000
10. | Pension commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £14,696 (2024: £13,772). Contributions totalling £5,142 (2024: £2,083) were payable to the fund at the balance sheet date and are included within other creditors.
11. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | - | 18,447
| Later than 1 year and not later than 5 years | - | 6,408
|  | - | 24,855
12. | Related party transactions
| The company has taken advantage of the exemption in the Section 1A of FRS 102 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the intermediate parent company, Morrison Express Netherlands B.V. Copies of the consolidated financial statements can be obtained from the Chambers of Commerce, Kamer Van Koophandel Limburg. Postbus 1910, 5900 BX Venlo, Netherlands.
Page 7
MORRISON EXPRESS CORP (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Controlling party
The company is a wholly owned subsidiary of Morrison Express Netherlands B.V, a company registered in the Netherlands. The ultimate parent company is SG Holdings Co., Ltd, a company which is listed on the Tokyo stock exchange.
14. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 26 June 2026 by Darren O'Connor BSC (Hons) ACA FCCA (Senior statutory auditor) on behalf of James Cowper Kreston Audit.
Page 8