REGISTERED NUMBER: SC058333 (Scotland)

Strategic Report, Directors' Report and

Financial Statements for the Year Ended 31 December 2025

for

Seafish U.K. Limited

Page

Company Information

1

Strategic Report

2

Directors' Report

3

Independent Auditors' Report

6

Income Statement

10

Other Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Statement of Cash Flows

15

Notes to the Financial Statements

16

DIRECTORS:

Mr R A Carter

Mrs C A Carter

SECRETARY:

Mrs C A Carter

REGISTERED OFFICE:

2 Atlantic Square

31 York Street

Glasgow

G2 8AS

REGISTERED NUMBER:

SC058333 (Scotland)

AUDITORS:

Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

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

REVIEW OF BUSINESS

Demand for frozen fish products remains strong but the market has become very competitive.

The company's continued investment in technology and equipment has enabled it to be competitive with prices and its innovativeness with new product ranges has helped increase sales and thus overall profitability,

Product integrity and compliance is maintained through rigorous internal quality and technical control systems for both manufacturing and the supply chain. Grade AA British Retail Consortium Standard has been achieved following the company's continued commitment to all areas of its processing procedures. Responsible sourcing is core to the company's values and the majority of the company's raw materials hold a chain of custody from the Marine Stewardship Council.

European sales contributed 4.22% (2024 : 4.29%) of turnover.

The company's key financial and other performance indicators during the year were as follows:

Unit

2025

2024

Turnover growth

%

6.50

9.66

Gross profit margin

%

43.67

47.26

Net profit as a percentage of sales

%

3.18

3.83

PRINCIPAL RISKS AND UNCERTAINTIES

The company has a wide range of processed seafood products. It is reliant on the uptake of these products and therefore any changes in the level of activity is likely to affect the results. At the present time these markets are flat in the United Kingdom with no significant increases or decreases. Growth can therefore only be achieved by increasing market share at the expense of other competitors. The directors believe that at the current time there is an excess supply in the market and therefore price is a sensitive factor. The company continues to supply the retail market, other suppliers to the retail market and the food service market. Cost levels are being monitored to ensure an adequate return is achieved.

Over the last few years there has been an expansion in the range of goods available and the company has a reputation for quality products. This has enabled the company to retain its market share and competitive prices. The directors are positive that outlook for the markets in the future will be good.

ON BEHALF OF THE BOARD:

Mr R A Carter - Director

23 June 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of processing of seafoods.

DIVIDENDS

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

RESEARCH AND DEVELOPMENT

Research and development expenditure is written off in the year in which it is incurred.

FUTURE DEVELOPMENTS

It is the board's intention to grow the business and this will be achieved by continuing its investment in high quality staff and equipment to meet the challenges of its sales growth targets.

DIRECTORS

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

Mr R A Carter

Mrs C A Carter

FINANCIAL INSTRUMENTS

Objectives and policies

The company aims and focuses on delivering high quality and affordable products. It prides itself on being innovative in the market always ready to produce new products for and with its customers.

Sustainable fishing is a dominant concern of the company and it aims to make certain that its products originate from sources that are constantly monitored in order to keep fish stocks at sustainable levels. The wellbeing and stability of the world's seas and oceans is paramount to foster an ecologically clean and stable planet, with responsible fishing practices playing a major role. The company has measures in place that allow it to trace exactly where each individual product it develops has originated. This gives the company the ability to maintain its own strict checks on the sources it uses, all of which are guaranteed as sustainable.

Price risk, credit risk, liquidity risk and cash flow risk

The business' activities expose it primarily to the financial risks of changes in foreign currency exchange rates.

The business' principal financial instruments comprise bank balances, bank overdrafts, trade debtors, trade creditors and finance lease agreements. The main purpose of these instruments is to finance the business' operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. All of the business' cash balances are held in such a way that achieves a competitive rate of interest. The business makes use of money market facilities where funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time a credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

The business is a lessee in respect of finance leased assets. The liquidity risk in respect of these is managed by ensuring that there are sufficient funds to meet the payments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

Mr R A Carter - Director

23 June 2026

Opinion

We have audited the financial statements of Seafish U.K. Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Directors' Report 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 Directors' Report.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report 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 considered the nature of the Company's industry and its control environment, and reviewed the Company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the Company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements including UK Companies Act and tax legislation and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.

We assessed the opportunities and incentives that may exist within the organisation for fraud or irregularities and how and where this might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud or irregularities in the following areas and our specific procedures performed to address these were;

- Revenue Recognition;

ISA240 states that when identifying and assessing the risks of material misstatement due to fraud the auditor shall, based on the rebuttable presumption that there are risks of fraud in revenue recognition, evaluate which types of revenue, revenue transactions or assertions give rise to such risks. For the purposes of this audit we identified a potential risk of fraud in respect of revenue completeness and performed tests such as checking the effectiveness of controls, cut off procedures, tests of detail, cash transaction, and analytical reviews to satisfy ourselves that no fraud or irregularities had occured.

- Management Override;

In common with all audits under ISA's (UK) we are required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override controls, we tested the appropriateness of journal entries and other adjustments, assessed whether the judgements made in making accounting estimates were indicative of a potential bias and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following;

- Enquiry of management and those charged with governance around actual and potential litigation and/or claims,

- Enquiry of staff especially those in compliance functions to identify any instances of non-compliance with laws and regulations,

- Reviewing financial statement disclosures and testing to support documentation to assess compliance with applicable laws and regulations,

- Performing analytical procedures to identify any unusual of unexpected relationships that may indicate risks of material misstatement due to fraud.

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 Auditors' Report.

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 an Auditors' Report 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.

Mr Robert Boulton BSc FCA (Senior Statutory Auditor)

for and on behalf of Thickbroom Coventry

Chartered Accountants

and Statutory Auditors

147a High Street

Waltham Cross

Hertfordshire

EN8 7AP

23 June 2026

TURNOVER

3

19,399,774

18,214,239

Cost of sales

(10,927,270

)

(9,606,932

)

GROSS PROFIT

8,472,504

8,607,307

Selling, distribution and production costs

(5,885,677

)

(5,708,593

)

Administrative expenses

(1,907,772

)

(2,151,158

)

OPERATING PROFIT

679,055

747,556

Interest payable and similar expenses

6

(61,161

)

(49,466

)

PROFIT BEFORE TAXATION

7

617,894

698,090

Tax on profit

8

(216,881

)

(239,317

)

PROFIT FOR THE FINANCIAL YEAR

401,013

458,773

PROFIT FOR THE YEAR

401,013

458,773

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

401,013

458,773

FIXED ASSETS

Tangible assets

9

606,355

605,947

CURRENT ASSETS

Stocks

10

4,926,339

3,286,281

Debtors

11

4,551,205

3,383,931

Cash at bank

1,943,390

3,950,214

11,420,934

10,620,426

CREDITORS

Amounts falling due within one year

12

(2,467,428

)

(2,071,025

)

NET CURRENT ASSETS

8,953,506

8,549,401

TOTAL ASSETS LESS CURRENT LIABILITIES

9,559,861

9,155,348

PROVISIONS FOR LIABILITIES

13

(111,000

)

(107,500

)

NET ASSETS

9,448,861

9,047,848

CAPITAL AND RESERVES

Called up share capital

14

1,164,208

1,164,208

Capital redemption reserve

15

1,065,790

1,065,790

Retained earnings

15

7,218,863

6,817,850

SHAREHOLDERS' FUNDS

9,448,861

9,047,848

The financial statements were approved by the Board of Directors and authorised for issue on 23 June 2026 and were signed on its behalf by:

Mr R A Carter - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

1,164,208

6,359,077

1,065,790

8,589,075

Changes in equity

Total comprehensive income

-

458,773

-

458,773

Balance at 31 December 2024

1,164,208

6,817,850

1,065,790

9,047,848

Changes in equity

Total comprehensive income

-

401,013

-

401,013

Balance at 31 December 2025

1,164,208

7,218,863

1,065,790

9,448,861

Cash flows from operating activities

Cash generated from operations

1

(1,616,364

)

479,372

Interest paid

(61,161

)

(49,466

)

Tax paid

(222,214

)

(68,876

)

Net cash from operating activities

(1,899,739

)

361,030

Cash flows from investing activities

Purchase of tangible fixed assets

(107,085

)

(164,066

)

Net cash from investing activities

(107,085

)

(164,066

)

(Decrease)/increase in cash and cash equivalents

(2,006,824

)

196,964

Cash and cash equivalents at beginning of year

2

3,950,214

3,753,250

Cash and cash equivalents at end of year

2

1,943,390

3,950,214

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

2025

2024

£

£

Profit before taxation

617,894

698,090

Depreciation charges

106,677

111,934

Finance costs

61,161

49,466

785,732

859,490

Increase in stocks

(1,640,058

)

(615,353

)

(Increase)/decrease in trade and other debtors

(1,167,274

)

71,339

Increase in trade and other creditors

405,236

163,896

Cash generated from operations

(1,616,364

)

479,372

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

1,943,390

3,950,214

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

3,950,214

3,753,250

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

3,950,214

(2,006,824

)

1,943,390

3,950,214

(2,006,824

)

1,943,390

Total

3,950,214

(2,006,824

)

1,943,390

1.	STATUTORY INFORMATION

Seafish U.K. Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

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

Tangible fixed assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation

Depreciation

Departure from Companies Act Requirements

No depreciation is provided in respect of freehold land and buildings. The treatment as to regards to this may be a departure from the requirements of the Companies Act concerning depreciation of fixed assets. However the directors consider that systematic annual depreciation would be inappropriate. The accounting policy adopted is therefore necessary for the financial statements to give a true and fair view. Depreciation is only one of many factors reflected in the annual valuation and the amounts which might otherwise have been shown cannot be separately identified or quantified.

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold property

Not Depreciated

Plant and machinery

3 - 10 years straight line

Motor vehicles

25% on reducing balance

Stocks

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

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

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.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

18,580,534

17,433,264

Europe

819,240

780,975

19,399,774

18,214,239

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,589,504

3,965,624

Social security costs

259,550

310,752

Other pension costs

622,988

472,819

4,472,042

4,749,195

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

2025

2024

Productions

76

84

Administration and support

4

5

Sales, marketing and distribution

12

15

Other departments

2

2

94

106

5.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

242,790

480,383

Contributions paid to money purchase schemes

50,000

146,000

Information regarding the highest paid director is as follows:

2025

2024

£

£

Remuneration

157,927

215,698

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Factoring interest

61,161

49,466

7.	PROFIT BEFORE TAXATION

The profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

106,677

111,934

Auditors' remuneration

17,000

19,000

8.

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

213,381

222,567

Deferred tax

3,500

16,750

Tax on profit

216,881

239,317

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

617,894

698,090

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

154,474

174,523

Effects of:

Expenses not deductible for tax purposes

62,210

64,980

Capital allowances in excess of depreciation

(3,303

)

(16,936

)

Deferred tax credit from unrecognised tax loss or credit

3,500

16,750

Total tax charge

216,881

239,317

9.	TANGIBLE FIXED ASSETS

Freehold

Plant and

Motor

property

machinery

vehicles

Totals

£

£

£

£

COST

At 1 January 2025

104,078

1,820,528

53,725

1,978,331

Additions

-

107,085

-

107,085

At 31 December 2025

104,078

1,927,613

53,725

2,085,416

DEPRECIATION

At 1 January 2025

-

1,347,153

25,231

1,372,384

Charge for year

-

99,553

7,124

106,677

At 31 December 2025

-

1,446,706

32,355

1,479,061

NET BOOK VALUE

At 31 December 2025

104,078

480,907

21,370

606,355

At 31 December 2024

104,078

473,375

28,494

605,947

10.

STOCKS

2025

2024

£

£

Raw materials and consumables

3,719,638

1,882,841

Other inventories

259,097

268,951

Work-in-progress

3,586

5,184

Finished goods and goods for

resale

944,018

1,129,305

4,926,339

3,286,281

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

4,264,620

3,116,563

Other debtors

82,891

91,020

Prepayments and accrued income

203,694

176,348

4,551,205

3,383,931