REGISTERED NUMBER: 03817237 (England and Wales)

Kirkella Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

B Thorsteinsson

D J Parlevliet

SECRETARY:

Mackinnons Solicitors

REGISTERED OFFICE:

The Orangery

Hesslewood Country Office Park

Ferriby Road

Hessle

East Yorkshire

HU13 0LH

REGISTERED NUMBER:

03817237 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

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

REVIEW OF BUSINESS

The company has continued its fishing operations throughout the year utilising available fishing quotas.

Turnover has remained consistent this year at £26.1m.

Pre-tax profits are £11,179,566 compared to £9,718,371 in 2024.

The company has net assets at 31 December 2025 of £26,544,772 compared to £24,160,538 at 2024.

The directors are satisfied with the company performance.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company continues to be one of the leaders in the fish and chip shop trade in the UK and has a positive market position and reputation. The Company has good working relationships with all parts of the supply chain, both upstream and down, and this remains an asset when securing essential business services, particularly when many parts of the chain are contracting.

Trading conditions have become increasingly difficult given the current ongoing global situations but, due to the size and level of expertise, the Company has the resilience to ensure that the challenges are faced head-on with risks and uncertainties mitigated as much as possible.

The industry and its businesses have seen a business-as-usual approach during 2025. Uncertainties are still ever present but the high fish prices in 2025 has given operators some respite. The demand for the products remains high, and with continual reducing quotas it is expected that this will remain so in the future.

Negotiations with the EU and Norway remain challenging, as reducing quotas, spatial squeeze and global warming continue to put pressure on the fleet - a factor in the average price of Britain's favourite dish, fish and chips, rising to an average of £11.17 per portion.

We continue to invest in responsible fishing practices to support sustainable stocks. This year Kirkella has taken part in a "sampling schemes" monitoring the size of catches and a "clean catch" scheme monitoring by catch, and is investing in training and education through support for a local training school to encourage more young people to consider fishing as a career.

Fishing opportunities appear to be levelling out after the large reductions following Brexit, becoming relatively stable with more certainty evident and the feeling of yet more on the horizon; it is considered that this will continue.

As with previous years, considerable effort has been expended to ensure that the Board can make informed and timely decisions based on the best possible information available. This will continue and our strong, productive, relationships with both the European Commission and the relevant UK Government departments will be further developed. These channels will enable the Board to mitigate any potentially adverse impacts of the operating environment as far as is possible.

KEY PERFORMANCE INDICATORS

The shareholders are closely involved in the company's operations and therefore the directors believe that an analysis of the company's performance for the year using key performance indicators is not necessary as the shareholders already understand the development, performance and financial position of the company.

FUTURE DEVELOPMENT AND PERFORMANCE

The commercial environment is expected to remain competitive and challenging but the directors remain confident that the company will continue to trade profitably in the future as demonstrated by the investment in a new vessel.

ON BEHALF OF THE BOARD:

B Thorsteinsson - Director

20th June 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of fishing vessel owners and operators.

DIVIDENDS

Interim dividends of £6,000,000 (2024: £3,000,000) were paid during the year. The directors recommend that no final dividend be paid.

DIRECTORS

B Thorsteinsson has held office during the whole of the period from 1st January 2025 to the date of this report.

Other changes in directors holding office are as follows:

D Parlevliet - resigned 11th April 2025

J C Van Der Plas - resigned 27th January 2025

J Sandell - resigned 28th February 2025

D J Parlevliet - appointed 11th April 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B Thorsteinsson - Director

20th June 2026

Opinion

We have audited the financial statements of Kirkella Limited (the 'company') for the year ended 31st December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 31st 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 Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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 three, 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 a Report of the Auditors 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with relevant regulators and the company's legal advisors.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Peter Dearing BSc FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

20th June 2026

TURNOVER

3

26,110,371

26,191,213

Cost of sales

13,883,044

15,892,614

GROSS PROFIT

12,227,327

10,298,599

Administrative expenses

987,130

580,228

11,240,197

9,718,371

Other operating income

1,094

-

OPERATING PROFIT

5

11,241,291

9,718,371

Interest payable and similar expenses

6

61,725

-

PROFIT BEFORE TAXATION

11,179,566

9,718,371

Tax on profit

7

2,795,332

2,423,194

PROFIT FOR THE FINANCIAL YEAR

8,384,234

7,295,177

PROFIT FOR THE YEAR

8,384,234

7,295,177

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

8,384,234

7,295,177

FIXED ASSETS

Intangible assets

9

62,439

63,740

Tangible assets

10

21,169,460

23,325,388

21,231,899

23,389,128

CURRENT ASSETS

Stocks

11

566,417

386,916

Debtors

12

8,608,621

4,877,809

9,175,038

5,264,725

CREDITORS

Amounts falling due within one year

13

1,489,093

1,767,599

NET CURRENT ASSETS

7,685,945

3,497,126

TOTAL ASSETS LESS CURRENT LIABILITIES

28,917,844

26,886,254

PROVISIONS FOR LIABILITIES

14

2,373,072

2,725,716

NET ASSETS

26,544,772

24,160,538

CAPITAL AND RESERVES

Called up share capital

15

1,000

1,000

Retained earnings

16

26,543,772

24,159,538

SHAREHOLDERS' FUNDS

26,544,772

24,160,538

The financial statements were approved by the Board of Directors and authorised for issue on 20th June 2026 and were signed on its behalf by:

B Thorsteinsson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

1,000

19,864,361

19,865,361

Changes in equity

Dividends

-

(3,000,000

)

(3,000,000

)

Total comprehensive income

-

7,295,177

7,295,177

Balance at 31st December 2024

1,000

24,159,538

24,160,538

Changes in equity

Dividends

-

(6,000,000

)

(6,000,000

)

Total comprehensive income

-

8,384,234

8,384,234

Balance at 31st December 2025

1,000

26,543,772

26,544,772

1.	STATUTORY INFORMATION

Kirkella Limited 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The significant accounting policies applied in the preparation fo these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

- the requirements of Section 7 Statement of Cash Flows;

- the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

- the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Turnover

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

Sale of goods

Turnover from the sale of fish is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably , it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on the date of the sales invoice.

Fishing licences

Intangible assets are capitalised at cost and amortised at cost less residual value on a straight-line basis over their useful lives. The useful life of the fishing licences are 30 years.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Fishing vessels - 15 years

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, cost of conversion and other costs incurred in bringing the stock to its present location and condition. Cost is calculated using a first in, first out formula. Provisions is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

Current tax represents the amount payable or receivable in respect of the taxable profit or loss for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Debtors and creditors receivable/payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

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

24,731,622

25,451,668

Europe

1,378,749

739,545

26,110,371

26,191,213

4.	EMPLOYEES AND DIRECTORS

There were no staff costs in the year. All crew members are self-employed share fishermen.

2025

2024

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Depreciation - owned assets

2,155,928

2,155,928

Fishing Licences amortisation

1,301

1,301

Auditors' remuneration

15,750

7,750

Foreign exchange differences

(2,243

)

9,955

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Other Interest

61,725

-

7.

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

3,009,073

2,584,620

Tax over provided in

prior year

-

(6,399

)

Group relief

138,903

185,723

Total current tax

3,147,976

2,763,944

Deferred tax:

Accelerated capital allowances

(352,644

)

(340,750

)

Tax on profit

2,795,332

2,423,194

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

11,179,566

9,718,371

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

2,794,892

2,429,593

Effects of:

Adjustments to tax charge in respect of previous periods

440

(6,399

)

Total tax charge

2,795,332

2,423,194

The expected net reversal of deferred tax assets and liabilities in 2025 is £340,750, this is due to the reversal of accelerated capital allowances and short term timing differences.

8.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

6,000,000

3,000,000

9.	INTANGIBLE FIXED ASSETS

Fishing

Licences

£

COST

At 1st January 2025

and 31st December 2025

78,050

AMORTISATION

At 1st January 2025

14,310

Amortisation for year

1,301

At 31st December 2025

15,611

NET BOOK VALUE

At 31st December 2025

62,439

At 31st December 2024

63,740

There is a fixed charge over the licences held by the company by HSBC.

10.	TANGIBLE FIXED ASSETS

Fishing

vessel

£

COST

At 1st January 2025

and 31st December 2025

37,338,920

DEPRECIATION

At 1st January 2025

14,013,532

Charge for year

2,155,928

At 31st December 2025

16,169,460

NET BOOK VALUE

At 31st December 2025

21,169,460

At 31st December 2024

23,325,388

There is a fixed charge over the vessel held by the company by HSBC.

11.

STOCKS

2025

2024

£

£

Fish

258,103

105,347

Fuel, gear and provisions

308,314

281,569

566,417

386,916

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

5,351,282

4,877,809

Amounts owed by group undertakings

3,257,339

-

8,608,621

4,877,809

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

-

135,039

Corporation tax

1,477,093

1,626,810

Accruals and deferred income

12,000

5,750

1,489,093

1,767,599

14.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

2,373,072

2,725,716

Deferred

tax

£

Balance at 1st January 2025

2,725,716

Credit to Income Statement during year

(352,644

)

Balance at 31st December 2025

2,373,072

Deferred tax is principally in respect of accelerated capital allowances.

The effective net reversal of deferred tax in the year ending 31 December 2026 is £352,644.

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary

£1

1,000

1,000

16.

RESERVES

Retained

earnings

£

At 1st January 2025

24,159,538

Profit for the year

8,384,234

Dividends

(6,000,000

)

At 31st December 2025

26,543,772

Retained Earnings

Retained earnings represents cumulative profits and losses net of dividends and other adjustments.

17.	CONTINGENT LIABILITIES

The company is party to a joint guarantee with its ultimate parent undertaking and fellow subsidiary undertakings in respect of the group borrowings which are secured, in part, by mortgages on certain vessels, fishing licences and quota.The amount relating to the joint guarantee is £27,521,151 (2024: £12,988,380).

18.	RELATED PARTY DISCLOSURES

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.

19.	ULTIMATE PARENT COMPANY

The ultimate parent company is Dutch Whitefish BV.

The smallest group in which the results of the company to 31st December 2025 are consolidated is that headed by UK Fisheries Limited. The consolidated financial statements of the group are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

20.	ULTIMATE CONTROLLING PARTY

The company is not controlled by any one party.