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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