Company registration number SC094953 (Scotland)
PELAGIA SHETLAND LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PELAGIA SHETLAND LIMITED
COMPANY INFORMATION
Directors
C A S Grains
E M Haugstad
B N Isbister
Mr ME Strand
Secretary
D Leask
Company number
SC094953
Registered office
Point of Scattland
Gremista
Lerwick
Shetland
ZE1 0PX
Auditor
A.J.B. Scholes Ltd
St Olaf's Hall
Church Road
Lerwick
Shetland Isles
ZE1 0FD
Solicitors
Brodies LLP
Brodies House
Union Grove
Aberdeen
AB10 6SD
PELAGIA SHETLAND LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
PELAGIA SHETLAND LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors report a pre-tax profit for the year ended 31 December 2025 of £8,080,145 (31 December 2024 - £4,401,555).

Review of the business

With continued focus on operations and costs Pelagia Shetland Limited have posted a profit for 2025. This year market forces have been favourable but continued pressure exists from the reduction of historical markets. The company will continue its strategy.

 

Key performance indicators

 

 

31 Dec 25

31 Dec 24

 

 

Turnover £

86,026,878

80,848,983

 

Gross Profit %

20

20

 

EBITDA £

8,798,967

5,562,384

 

Net profit after tax £

6,033,800

3,263,029

 

Capital expenditure £

162,132

446,644

 

Number of employees

60

60

 

Turnover per employee £

1,433,781

1,347,483

 

Shareholders' funds £

Stock £

29,531,036

34,090,743

23,497,236

13,572,843

 

 

 

 

Principal risks and uncertainties

Business risk and risk management

The company carries out an annual risk assessment on all areas of the business then mitigates risk through internal procedures or insures against risk.

 

The main risks facing the business are:

 

Loss or restriction of supply. This is mitigated against by expanding our supplier base and by communication of plans to reinforce existing relationships.

 

Loss of key markets or customers. This is mitigated by having a wider customer base and avoiding undue reliance on any one market. We also have a credit management policy to manage credit risk.

Financial risk management objectives and policies

Financial hedging is a matter of constant consideration. The company draws up forecasts for the year ahead which is used as a basis of calculating the liquidity requirement and gives a good indication of the company’s liquidity risk.

 

The company used forward contracts to hedge its exposure to exchange rate fluctuations. Forward contracts are matched to net income.

Other information and explanations

Strategy/future developments

As part of the Pelagia group the process to improve the performance of Pelagia Shetland Limited is continuing, with focus on logistics efficiency to reduce costs. Key is working with stakeholders to maximise potential benefits.

 

Stakeholders

The company pursues raw material planning decisions with a view to positively balancing the various key stakeholder long-term needs.

 

Donations

During the period the company made charitable donations amounting to £8,750 (2024 - £1,150).

PELAGIA SHETLAND LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Matters of strategic importance

Pelagia Shetland Limited continues to establish itself as a leading producer of quality herring and mackerel products.

 

Continuing to explore new technologies and efficiencies in processing the company takes advantage of its prime geographical location to provide customers with the freshest possible frozen Pelagia group products.

Promoting the success of the company - "Section 172 statement"

The directors with management provide an accessible environment where all employees can express their needs and views which are taken into account in planning and decision making.

 

In making decisions, the Board review the potential long-term implications of these decisions. This is a core component of the company’s strategic planning process.

 

Directors work to ensure the company maintain strong business relationships with suppliers and customers. We strive to maintain a reputation for the highest standards of business conduct. The Directors recognise the need to act fairly between members of the company. Where a conflict or potential conflict arises, the Board takes independent legal and professional advice to ensure that members are treated fairly.

 

With sustainability being a key aspect of the seafood industry, we work to consider the impact of our actions on both the community and environment.

 

As part of the Scottish Pelagic Processors Association we support the marine stewardship council programme which is leading the way in the development of sustainability initiatives.

 

The company continues to promote that Pelagic fisheries are one of the lowest carbon footprint forms of protein production.

On behalf of the board

C A S Grains
Director
23 March 2026
PELAGIA SHETLAND LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of fish processing.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

C A S Grains
E M Haugstad
B N Isbister
Mr ME Strand
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

A.J.B. Scholes Ltd were appointed as auditors in the year and has indicated its willingness to continue in office.

Energy and carbon reporting
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
8,595,624
10,156,048
2025
2024
Emissions of CO2 equivalent
Metric tonnes
Metric tonnes
Metric tonnes
Metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
-
-
-
-
Scope 2 - indirect emissions
- Electricity purchased
1,539.00
2,081.80
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
-
-
Total gross emissions
1,539.00
2,081.80
Intensity ratio
Tonnes CO2 equivalent per employee
25.650
34.697
PELAGIA SHETLAND LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2021 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

2025 saw no new initiatives being implemented to improve energy efficiency.

Statement of disclosure to auditor

So far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditor is aware of that information.

Information presented in the strategic report

The company has chosen, in accordance with s414C(11) of the Companies Act, to set out in the company's strategic report the Future developments and financial instruments information which would otherwise be required by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008' to be contained in the directors' report.

On behalf of the board
C A S Grains
Director
27 March 2026
PELAGIA SHETLAND LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the strategic report and 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:

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.

PELAGIA SHETLAND LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PELAGIA SHETLAND LIMITED
- 6 -
Opinion

We have audited the financial statements of Pelagia Shetland Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

PELAGIA SHETLAND LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PELAGIA SHETLAND LIMITED (CONTINUED)
- 7 -
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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, set out on page 5, 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 is 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.

Auditor's 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 auditor's 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.

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

 

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

 

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

PELAGIA SHETLAND LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PELAGIA SHETLAND LIMITED (CONTINUED)
- 8 -

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax legislation. We performed audit procedures to detect non compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures. We also inspected correspondence with local tax authorities and reviewed the tax computation.

 

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to health and safety and employment law. We performed audit procedures to inquire of management whether the company is in compliance with these law and regulations, we noted an accident in the prior year which resulted in an ongoing investigation by the Health and Safety Executive, we have reviewed the disclosure in relation to the accident and reviewed the Health and Safety Executive’s register of breaches. We have performed detailed testing on a sample of starters and payroll payment.

 

The audit engagement team identified the risk of management override and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to any significant, unusual transactions and transactions entered into outside the normal course of business, and sample testing revenue recognition and cut-off.

A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.

Irene Hambleton BAcc CA
For and on behalf of A.J.B. Scholes Ltd, Statutory Auditor
Chartered Accountants
St Olaf's Hall
Church Road
Lerwick
Shetland Isles
ZE1 0FD
27 March 2026
PELAGIA SHETLAND LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
86,026,878
80,848,983
Cost of sales
(68,901,331)
(64,311,938)
Gross profit
17,125,547
16,537,045
Distribution costs
(6,311,142)
(8,633,736)
Administrative expenses
(3,388,236)
(3,674,853)
Other operating income
81,678
67,280
Operating profit
6
7,507,847
4,295,736
Interest receivable and similar income
5
660,233
325,782
Interest payable and similar expenses
8
(304,262)
(223,938)
Fair value gain/(loss) on derivatives
216,327
3,975
Profit before taxation
8,080,145
4,401,555
Tax on profit
9
(2,046,345)
(1,138,526)
Profit for the financial year
6,033,800
3,263,029
PELAGIA SHETLAND LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
-
0
4,884
Tangible assets
11
5,378,658
6,286,435
5,378,658
6,291,319
Current assets
Stocks
13
34,090,743
13,572,843
Debtors
14
9,318,658
9,539,300
Cash at bank and in hand
556,433
10,337,464
43,965,834
33,449,607
Creditors: amounts falling due within one year
15
(19,006,666)
(15,317,071)
Net current assets
24,959,168
18,132,536
Total assets less current liabilities
30,337,826
24,423,855
Provisions for liabilities
Deferred tax liability
18
806,790
926,619
(806,790)
(926,619)
Net assets
29,531,036
23,497,236
Capital and reserves
Called up share capital
19
7,000,000
7,000,000
Share premium account
20
3,250,000
3,250,000
Profit and loss reserves
20
19,281,036
13,247,236
Total equity
29,531,036
23,497,236
The financial statements were approved by the board of directors and authorised for issue on 27 March 2026 and are signed on its behalf by:
C A S Grains
Director
Company registration number SC094953 (Scotland)
PELAGIA SHETLAND LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
7,000,000
3,250,000
9,984,207
20,234,207
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
3,263,029
3,263,029
Balance at 31 December 2024
7,000,000
3,250,000
13,247,236
23,497,236
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
6,033,800
6,033,800
Balance at 31 December 2025
7,000,000
3,250,000
19,281,036
29,531,036
PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

Pelagia Shetland Limited is a private company limited by shares incorporated in Scotland. The registered office is Point of Scattland, Gremista, Lerwick, Shetland, ZE1 0PX.

 

The company's principal activities and nature of its operations are disclosed in the Directors' Report.

Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Reduced disclosures

In accordance with FRS102, the Company has taken advantage of the exemptions from the following disclosure requirements;

 

 

The financial statements of the Company are consolidated in the financial statements of Pelagia AS. The consolidated financial statements of Pelagia AS are available from The Brønnøysund Register Center, The Register of Company Accounts, P.O. Box 900, N-8910 Brønnøysund, Norway.

 

Therefore, these financial statements present the financial position and financial performance of the Company as a single entity.

Going concern

The directors have prepared trading forecasts based on expected sales volumes and these show that the company is expected to continue to trade profitably. true

 

The company has continued support from its parent company Pelagia AS which provides credit facilities, through the Pelagia AS group banking facility, to help manage cash flow throughout the fishing seasons. Pelagia AS has provided a letter of support to confirm that it will continue to provide financial support to allow this company to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

 

With reference to trading forecasts and the signed letter of support provided by Pelagia AS, the directors are of the opinion that it is appropriate to prepare the financial statements on a going concern basis. In making their assessment, the Directors have considered a period of greater than 12 months from the date of approval of these financial statements.

 

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for sale of goods to external customers in the ordinary nature of the business. Turnover is shown net of value added tax.

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised on a straight line basis so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
4 years
Other intangible assets
4 years

The amortisation of intangible assets is included in 'administrative expenses' in the statement of comprehensive income.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is calculated on a straight line basis so as to write off the cost of a tangible fixed asset, less its estimated residual value, over the useful economic life of that asset as follows:

Land and buildings freehold
Not depreciated - residual value in excess of cost
Land and buildings short leasehold
10 - 25 years
Plant and machinery
4 - 25 years
Motor vehicles
3 - 10 years
Assets under construction
Not depreciated

Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life. In the case of freehold land and buildings, residual value is deemed to be in excess of cost therefore no depreciation is charged.

 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Engineering parts are not considered stock items. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade, group and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Other financial assets

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. Fair values of derivatives are detemined based on available market data. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, bank overdrafts and amounts due to fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax is based on taxable profit for the year. Taxable profit differs from total comprehensive income because it excludes items of income or expenses that are taxable or deductible in other periods. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting period.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

 

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Retirement benefits

The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately form those of the company. The annual contributions payable are charged to the profit and loss account.

Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

 

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

 

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock provision

Stocks are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and stock loss trends. The stock provision at 31 December 2025 was £465,092 (2024: £48,943).

Land and buildings freehold – residual value

The directors assess residual value annually considering local market data and recent transactions in the area and consider the residual value of freehold land and buildings to be in excess of cost (£1,526,785) and as such deem it appropriate not to depreciate.

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Fish sales
86,026,878
80,848,983

The directors consider that disclosure of the company's geographical markets could be detrimental to its interests.

4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Production staff
37
37
Other staff
23
23
Total
60
60

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,995,238
2,773,068
Social security costs
370,415
309,314
Pension costs
149,370
150,701
3,515,023
3,233,083
5
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
660,233
325,782
PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
6
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange differences
(631,947)
(373,422)
Fees payable to the company's auditor for the audit of the company's financial statements
32,900
32,300
Depreciation of owned tangible fixed assets
1,069,909
1,257,776
Amortisation of intangible assets
4,884
4,897
Operating lease charges
309,110
295,122

Exchange differences include those arising on financial instruments measured at fair value through profit or loss of £216,327 (2024: £3,975).

7
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
32,900
32,300
For other services
Taxation compliance services
9,950
9,850
All other non-audit services
5,625
5,555
15,575
15,405
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
287,262
204,957
Other interest on financial liabilities
17,000
18,981
304,262
223,938
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
2,203,930
1,364,503
Adjustments in respect of prior periods
(37,756)
-
0
Total current tax
2,166,174
1,364,503
PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
2025
2024
£
£
(Continued)
- 20 -
Deferred tax
Origination and reversal of timing differences
(119,829)
(225,977)
Total tax charge
2,046,345
1,138,526

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
8,080,145
4,401,555
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
2,020,036
1,100,389
Adjustments in respect of prior years
(37,756)
4,120
Depreciation on assets not qualifying for tax allowances
26,164
28,987
Deferred tax not recognised
37,901
5,030
Taxation charge for the year
2,046,345
1,138,526
10
Intangible fixed assets
Software
Other intangible assets
Total
£
£
£
Cost
At 1 January 2025
420,877
40,914
461,791
Disposals
(333,693)
-
0
(333,693)
At 31 December 2025
87,184
40,914
128,098
Amortisation and impairment
At 1 January 2025
415,993
40,914
456,907
Amortisation charged for the year
4,884
-
0
4,884
Disposals
(333,693)
-
0
(333,693)
At 31 December 2025
87,184
40,914
128,098
Carrying amount
At 31 December 2025
-
0
-
0
-
0
At 31 December 2024
4,884
-
0
4,884
PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Intangible fixed assets
(Continued)
- 21 -

The amortisation of intangible assets is included in 'administrative expenses' in the statement of comprehensive income.

11
Tangible fixed assets
Land and buildings freehold
Land and buildings short leasehold
Assets under construction
Plant and machinery
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2025
1,512,548
3,370,268
67,993
30,135,729
199,333
35,285,871
Additions
14,237
-
0
1,701
146,194
-
0
162,132
Disposals
-
0
-
0
-
0
(1,793,169)
(38,060)
(1,831,229)
Transfers
-
0
211,916
-
0
(211,916)
-
0
-
0
At 31 December 2025
1,526,785
3,582,184
69,694
28,276,838
161,273
33,616,774
Depreciation and impairment
At 1 January 2025
-
0
2,849,191
-
0
26,039,051
111,194
28,999,436
Depreciation charged in the year
-
0
134,260
-
0
909,094
26,555
1,069,909
Eliminated in respect of disposals
-
0
-
0
-
0
(1,793,169)
(38,060)
(1,831,229)
Transfers
-
0
211,916
-
0
(211,916)
-
0
-
0
At 31 December 2025
-
0
3,195,367
-
0
24,943,060
99,689
28,238,116
Carrying amount
At 31 December 2025
1,526,785
386,817
69,694
3,333,778
61,584
5,378,658
At 31 December 2024
1,512,548
521,077
67,993
4,096,678
88,139
6,286,435
12
Financial instruments
2025
2024
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
255,387
39,060
13
Stocks
2025
2024
£
£
Raw materials and consumables
749,451
1,012,790
Finished goods and goods for resale
33,341,292
12,560,053
34,090,743
13,572,843
PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
8,792,618
9,254,497
Derivative financial instruments
255,387
39,060
Other debtors
150,763
111,021
Prepayments and accrued income
119,890
134,722
9,318,658
9,539,300
15
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans and overdrafts
16
15,661,220
12,039,322
Trade creditors
908,371
788,455
Amounts owed to group undertakings
411,556
523,466
Corporation tax
128,930
903,897
Other taxation and social security
71,665
61,333
Deferred income
1,388,696
585,216
Other creditors
44,873
58,437
Accruals
391,355
356,945
19,006,666
15,317,071

Amounts due to group undertakings are repayable on demand and non-interest bearing.

16
Loans and overdrafts
2025
2024
£
£
Bank overdrafts
15,661,220
12,039,322
Payable within one year
15,661,220
12,039,322

Securities held over the company's assets are as follows:

 

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
149,370
150,701

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totaling £20,675 (2024: £19,720) were payable to the fund at the year end and are included in creditors.

18
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
731,814
907,660
Short term timing differences
74,976
18,959
806,790
926,619
2025
Movements in the year:
£
Liability at 1 January 2025
926,619
Credit to profit or loss
(119,829)
Liability at 31 December 2025
806,790

The deferred tax liability of £200,420 (2024: £218,867) is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

 

PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
19
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
4,000,000 Ordinary shares of £1 each
4,000,000
4,000,000
4,000,000 Ordinary shares of 75p each
3,000,000
3,000,000
7,000,000
7,000,000

The company has two classes of ordinary shares which carry no right to fixed income.

20
Reserves
Share premium

Consideration received for shares issued above their nominal value net of transaction costs.

Profit and loss reserves

Cumulative profit and loss net of distributions to owners.

21
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases mainly relating to property, which fall due as follows:

2025
2024
£
£
Within 1 year
168,397
168,397
Years 2-5
658,624
666,106
After 5 years
764,346
925,261
1,591,367
1,759,764
22
Financial commitments, guarantees and contingent liabilities

The company is involved in a statutory process that will result in a financial penalty, the outcome of which will define the amount and timing, with any penalty expected to be settled within the next 12 to 24 months. No provision has been recognised in the financial statements as the amount cannot be estimated. Further information has not been disclosed as it is considered that such disclosure would be prejudicial to the company’s position in this matter.

23
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
£
£
Acquisition of tangible fixed assets
-
40,801
PELAGIA SHETLAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
24
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Sales
Purchases
2025
2024
2025
2024
£
£
£
£
Pelagia AS
-
97,429
439,195
603,405
Pelagia AS
2,182,736
2,603,699
4,523
4,357
2025
2024
Amounts due to related parties
£
£
Pelagia AS
411,556
426,037

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Pelagia AS
3,434
6,599
25
Ultimate controlling party

The company is a subsidiary undertaking of Pelagia AS, a company incorporated in Norway. The consolidated accounts of this company are available to the public and may be obtained from The Brønnøysund Register Center, The Register of Company Accounts , P.O. Box 900, N-8910 Brønnøysund, Norway.

 

The ultimate parent undertaking of the largest and smallest group for which consolidated financial statements are drawn up is Pelagia Holding AS, a company incorporated and registered in Norway. The consolidated accounts of this company are available to the public and may be obtained from The Brønnøysund Register Center, The Register of Company Accounts , P.O. Box 900, N-8910 Brønnøysund, Norway.

 

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