REGISTERED NUMBER: 02274691 (England and Wales)

Portal Foods Ltd

Financial Statements

for the Period

1 November 2024 to 31 December 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S Yuasa

T Saeki

Y Koreeda

N Ebata

REGISTERED OFFICE:

Beaumont Road

Banbury

Oxfordshire

OX16 1RH

REGISTERED NUMBER:

02274691 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

FIXED ASSETS

Tangible assets

4

-

-

Investments

5

5,812,787

6,750,674

5,812,787

6,750,674

CREDITORS

Amounts falling due within one year

6

190

190

NET CURRENT LIABILITIES

(190

)

(190

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,812,597

6,750,484

CAPITAL AND RESERVES

Called up share capital

7

1,000

1,000

Retained earnings

5,811,597

6,749,484

SHAREHOLDERS' FUNDS

5,812,597

6,750,484

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 March 2026 and were signed on its behalf by:

S Yuasa - Director

1.	STATUTORY INFORMATION

Portal Foods Ltd 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 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Preparation of consolidated financial statements

The financial statements contain information about Portal Foods Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgement, estimates and assumptions about carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.

In preparing these financial statements the directors have made judgements including:

- Unlisted investments. The company holds an equity interest in an unlisted overseas company, acquired to support the continuity of its wider group supply chain. As this investment is neither a subsidiary, associate, nor jointly controlled entity, it is accounted for as a financial asset in accordance with FRS 102 Section 12 - Other Financial Instruments.

The investment is measured at fair value at each reporting date, with changes in fair value recognised through profit or loss. Due to the unlisted nature of the shares and absence of quoted market prices, fair value is determined using an independent third-party valuation platform, Valutico, which applies a market approach using comparative company multiples and industry benchmarks.

The determination of fair value requires the exercise of significant management judgement, particularly in selecting appropriate valuation inputs such as revenue or EBITDA multiples, discount rates, and peer comparables. The company considers these inputs to be based on observable market data to the extent possible, but recognises that a degree of estimation uncertainty exists given the lack of direct market evidence for the specific investment.

Changes in key assumptions, including growth rates, discount rates, or benchmark multiples, could materially affect the reported fair value of the investment and the associated unrealised gains or losses. As at the reporting date, the investment was valued at £5,812,787 (2024: £6,750,674), with a resulting unrealised loss of £937,887 recognised in profit and loss.

Tangible fixed assets

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

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period 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.

Investments

Investments are recognised initially at cost. Subsequently they are measured at fair value through profit and loss account. As at the reporting date, the investment has been measured using a third-party valuation platform (Valutico), which applies a market-comparable approach based on relevant financial metrics and observable inputs where available.The directors acknowledge that, due to the unlisted nature of the investment and limitations in observable inputs, the valuation is subject to estimation uncertainty. However, they consider the use of the Valutico platform to provide a reasonable and supportable basis for determining fair value.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and investments in non-puttable ordinary shares.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 November 2024

and 31 December 2025

12,004

DEPRECIATION

At 1 November 2024

and 31 December 2025

12,004

NET BOOK VALUE

At 31 December 2025

-

5.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST OR VALUATION

At 1 November 2024

2

6,750,674

6,750,676

Revaluations

-

(937,887

)

(937,887

)

At 31 December 2025

2

5,812,787

5,812,789

PROVISIONS

At 1 November 2024

and 31 December 2025

2

-

2

NET BOOK VALUE

At 31 December 2025

-

5,812,787

5,812,787

At 31 October 2024

-

6,750,674

6,750,674

The unlisted investment, held in euros, was determined using a third-party valuation platform (Valutico), which applies a market-comparable approach based on relevant financial metrics and observable inputs where available.The directors acknowledge that, due to the unlisted nature of the investment and limitations in observable inputs, the valuation is subject to estimation uncertainty. However, they consider the use of the Valutico platform to provide a reasonable and supportable basis for determining fair value.

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

Sauce Direct Company Limited

Registered office: Beaumont Road, Banbury, Oxfordshire, OX16 1RH.

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

1

1

Pizza Trading Co Limited

Registered office: Beaumont Road, Banbury, Oxfordshire, OX16 1RH.

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

1

1

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Taxation and social security

190

190

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary

£1

1,000

1,000

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Stephen Paul Butler BA FCA (Senior Statutory Auditor)

for and on behalf of TC Group

The Report of the Auditors was unqualified.

Stephen Butler FCA (Senior Statutory Auditor)

for and on behalf of TC Group (Statutory Auditor)

9.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Silbury Marketing Limited, a company incorporated in England & Wales. Group financial statements are prepared by the ultimate parent company, FMPP Group Limited, and copies may be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF4 3UZ.

10.	POST YEAR END EVENTS

Following close of business on 5th January 2026, the entire issued share capital of parent company, Silbury Marketing Limited, was acquired by Kagome Co Limited. There have been no other significant changes to the operations or financial position of the Company since the reporting date.