wk-2025-12-31-ixbrl

Page 1

COOKE AQUACULTURE SCOTLAND LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Strategic Report for the year ended 31 December 2025.

Business review

Turnover decreased 1% to £225m (2024: 226m) in the year, with volumes sold being up in the year, but this was

offset by a drop in prices. Cost of sales increased 4% to £194m (2024: 187m) in the year. This was largely driven

by the increase in volumes sold, with costs fairly flat after the significant increases in previous years.

Net profits were down from £12.0m to £6.1m, a decrease of 49%. This was mainly due to the drop in the gross

margin of £8.5m resulting from the lower sales price being achieved.

The net assets decreased from £129.7m to £125.8m. The main movement on the Statement of Financial

Position is the decrease of the tangible fixed assets on the completion of the sale and leaseback transaction. A

number of assets were sold and operating leases entered into. The movements in Debtors and Creditors largely

net off. The decrease in debtors being driven by the derecognition of the invoices sold for invoice factoring being

offset by group creditor balance. The sale and leaseback and invoice factoring were undertaken as part of our

strategy to deliver cash to the group.

Principal risks and uncertainties

The aquaculture industry continues to carry a significant level of risk, so the company is exposed to various

operational and market-related risk factors. The supply of farmed seafood has increased steadily in recent

decades, in line with demand, but of course there can be no guarantees that such demand will not reduce in the

future.

The company has developed a comprehensive framework for management of risk wherever it appears. The

diligent application of these policies is key in view of the nature of the operational activities inherent in marine

aquaculture.

The key risks are noted below:

Material cost

The fluctuations in raw material costs and utility costs will have an impact on the cost of the feed purchased

through a fellow sister company, Northeast Nutrition Scotland Limited. Feed being one of the company's main

costs. The cost of fuel also impacts on costs to run the fleet of boats employed in the business mainly through

the harvest and well-boats used.

Operational and market risks

The company's financial performance is significantly influenced by the market prices obtained for the company's

fish and these are subject to price fluctuations due to a number of factors. These may include short-term over/

under supply in the company's market, changes in customer preferences, size of harvested fish and general

economic factors.

Biological performance can be affected by changes to environmental conditions, resulting in increased numbers

of plankton, algae’s and, in extreme cases, micro jellyfish, which negatively affects gill health. Winter storms are

also an increased risk as we move into more exposed locations.

Similar to all UK food exporters to the US, the introduction of trade tariffs has had an impact on our business.

Management had assessed that the changes would not adversely impact the UK operations due to the

diversified nature of our markets and customer base. This can be seen in sales to the United States as

disclosed in note 4. Although sales are down, in part due to the lower market prices, there has not been a

significant change in the volumes sold.

The directors have also considered the impacts of the conflict in the Middle East and believe the impacts to be

negligible to the sales, with the main impact being the increase seen in the fuel used on the boat, which has

been manageable.

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COOKE AQUACULTURE SCOTLAND LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Liquidity and Financing risk

The company is part of the overall group’s cash pooling arrangement where each members’ surplus cash is

swept to a group account each night. The company has access to the cash as required through group loans.

As mentioned above we have entered into sale and leaseback and invoice factoring arrangements in the year to

generate further liquidity for the group.

Climate risk

Climate change presents a number of risks to the agriculture industry. Changing sea temperatures may increase

the risk of biological issues that impact fish health. This in turn can increase the need for treatments and impact

on the growth of the fish. It will also impact the availability of freshwater for the hatcheries and increase the

variability of water temperatures.

Exchange rate risk

The company sells mainly in Sterling, and Euro with some sales in US Dollar. The company purchases mainly in

Sterling, with only occasional purchases in foreign currencies. There is no formal hedging in place.

Interest rate risk

The interest rate risk is monitored and continually evaluated during the year as part of the company's funding

arrangements. At the end of the year all debt was based on floating interest conditions.

Credit risk

Credit insurance is maintained at a customer level to minimise the impact of any customer bankruptcy,

insolvency or inability of the customer to pay as invoices fall due. There were no credit losses in the reporting

period.

S172 statement

The directors aim to act in a way they consider, in good faith, is most likely to promote the success of the

company for the benefit of the members as a whole as set out in paragraphs a-f of Section 172(1) of the

Companies Act 2006:

a) The likely consequences of any decisions in the long term

b) The interest of the company’s employees

c) The need to foster the company’s business relationships with suppliers, customers and others

d) The impact of the company’s operations in the community and the environment

e) The desirability of the company maintaining a reputation of high standards of business conduct

f) The need to act fairly as between members of the company

Strategy

Our Strategy is to build on the strong credibility that the business has developed. This has derived from being able

to offer a quality product to an established global customer base, whilst maintaining loyal supplier relationships

and long-term employment opportunities often within local communities.

Corporate Governance and Responsibility

The directors have regular meetings through the year to discuss the performance of the company and ensure the

strategic goals of the company are being met. The Finance Director has continued to develop the quality of the

quarterly pack being produced to provide better insights into the business’s performance and future direction.

The directors have overall responsibility for the company’s systems of internal control, including the financial

controls, which provide them the assurance that the financial information is free from material misstatement or

loss. Work has been undertaken in the year to further develop our tax risk and control framework with this having

been identified as an area for improvement.

The company now has a comprehensive budgeting and forecasting tool in place which will allow for more detailed

planning and greater scope to review the impacts of different scenarios.

The directors consider how the company’s activities may impact current and future stakeholders as well as the

environment, engaging with the necessary internal or external parties as required.

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COOKE AQUACULTURE SCOTLAND LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Key Stakeholders

We recognise the following key stakeholders as critical to achieving the on-going progress of the business:

- Our employees

- Our customers

- Our suppliers

-Local communities

-The environment

- Regulatory and Trade Bodies

With the consideration and support of our key stakeholders we believe that the business will continue to progress

and sustain the significant position it has in the market.

Employees

Our employees are empowered to develop initiatives that will result in process improvement and thereby take

ownership of their role. Employees are consulted on operational changes and encouraged to support project

implementation.

The safety of our employees and any contractors is a key priority for the business. The directors attend the Health

& Safety committee twice a year to review the application of the Health & Safety strategy, assess the current

policies and ensure the delivery on any Health & Safety initiatives. Our wellbeing app provides increased support

to our employees.

Training and development is a priority of the business together ensuring that the appropriate resources are

available to enable the employee to fulfil their role to the highest standards. All employees have been set

compulsory cyber training along with other key training whose completion is monitored by HR.

The Employee Forum continues to help promote increased engagement with staff across the business.

All of the above policies are applicable to our disabled employees.

Customers

We will continue to benefit from being part of a global seafood producing organisation and expand our customer

base further. We have a reputation for supplying a quality diversified product which has resulted in enduring

customer retention and frequent new customer enquiries. We will look to add to the increasing number of contacts

which enhances the close customer relationships already in place.

Our annual attendance at the European and North American Seafood Exposition gives an opportunity to directly

engage with our current customers and potential new customers.

Suppliers

We recognise the importance of supporting key suppliers and the vested interest they have in our continued

growth. The remote geographical nature of the main operational part of the business requires a partner type

relationship with the supplier which is encouraged and developed. The sustainability of the business as a viable

going concern is inextricably linked to the continued support from our suppliers and hence close alliances are

promoted.

Key to the way the company operates is to use local suppliers as much as possible to support the local

community. The company continues to place greater weight on this than using the overall group’s worldwide

footprint to secure more commercial global contracts.

Local communities

We are deeply committed to the local communities in which we and our employees operate. In these beautiful

locations we take pride in our work and work hard to generate shared prosperity. As an intrinsic element of the

coastal and rural communities in which we live and work we are delighted to support a variety of local-led events,

activities, and community projects through the Community Benefit Fund that reflect our corporate values as well

as those of our teams. We believe it is the right thing to do as our collective successes bring positive change in

those areas where we operate.

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COOKE AQUACULTURE SCOTLAND LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

The environment

We are committed to protecting our freshwater and marine environments in which we operate and only use

certified sustainable sources and approved supply chains when sourcing raw materials.

As a member of Salmon Scotland we have signed up to the Scottish Salmon Sustainability Charter and the Code

of Good Practice for Scottish Finfish Aquaculture (CoGP). We also contribute to Scottish Salmons Wild Fisheries

Fund.

We remain committed to sustainable aquaculture with our third Annual Sustainability report issued in June 2026.

This outlines the progress made in the year and contains our Net Zero Roadmap. The roadmap sets out how we

plan to be net zero by 2045, in line with the Scottish Government's target. So far in 2025 as part of the

Foundation phase we have successfully achieved the supply of electricity through 99% renewable (REGO-

backed) sources. This is reflected in the significant drop in scope 2 greenhouse gases seen in the greenhouse

gas emissions reported on page 7.

Regulatory and Trade Bodies

We are an active and proud member of Salmon Scotland. We work closely with the regulatory bodies to ensure

we comply with all regulations and requirements as set out by the various regulatory bodies such as SEPA, The

Soil Association and RSPCA to name a few.

Key performance indicators

In addition to the usual financial KPIs, such as turnover and profit, the directors monitor a range of operational

indicators which relate to all other aspects of the business.

The directors monitor a number of environmental KPIs to assist with the strategy of the company ensuring we

operate a sustainable business model. As part of this commitment our third Sustainability Report was issued in

June 2026 covering the year 2025. We monitor our Scope 1 and 2 Greenhouse Gas data, as disclosed in the

Directors' Report on page 7, and waste diverted from landfill. Our drive to reduce our energy consumption is also

impacting our capex decisions resulting in the purchase of hybrid barges.

A number of employee related metrics are monitored to ensure the company's aims are being met around

diversity, equality and inclusion. These include gender diversity, gender pay gap and DEI training uptake. In

addition, employment engagement surveys are undertaken.

Health and Safety continues to be a key measurable for the company. Our total accidents/incidents has also

shown an increase in the year. Our commitment continues to ensure we provide a safe environment for our

employees.

A number of quality and operational metrics are also maintained such as feed conversion rate, cost per smolt,

farmgate cost and processing cost per kg. The company does not look to publish these due to their commercial

sensitivity. Fish numbers remain healthy and we continue to look to grow the number of fish through new sites and

improved health.

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COOKE AQUACULTURE SCOTLAND LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025


	2025	2024

Turnover (£m)	225.0	226.3
Net profit (£m)	6.1	12.0
Waste diverted from landfill	95%	95%
RSPCA Approval	100%	100%
Global Good Agricultural Practice (GAP)	100%	100%
Accident incident rate (RIDDOR reportable accidents per 100,000 employees)	901	1,075
Total accidents/incidents	31	14

This report was approved by the board on 29/06/2026 and signed on its behalf by:

C I Blair

Director

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COOKE AQUACULTURE SCOTLAND LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The profit for the year, after taxation, amounted to £6.1m (2024: £12.0m). Net assets decreased to

£125.8m (2024: £129.7m).

The directors recommended the payment of dividend of £10.0m in the year (2024: £ Nil).

Directors

The directors who served the company during the year and up to the date of this report were:

G B Cooke

W Young

C I Blair

L W Stewart

Directors' Responsibilities Statement

The directors are responsible for preparing the company's Strategic Report, the Directors' Report and the

financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the

directors have elected to prepare the financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 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 and profit or loss of the company and group 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material

departures disclosed and explained in the financial statements; and

• 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 the group 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.

Future developments

Under the ownership of Cooke Aquaculture Inc, the company will continue to strengthen, develop and improve

while seeking to expand its production capability by natural expansion or by acquisition as suitable

opportunities arise. No major structural changes are foreseen at this time.

The company continues to invest in new technologies and to implement new techniques designed to improve

fish welfare. This includes investing in further freshwater treatment capacity and non-medicinal sea lice

treatments to combat sea lice and gill health challenges.

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COOKE AQUACULTURE SCOTLAND LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Research and Development

During the year ended 31 December 2025, the company continued to invest in research and development

activities to support its strategic objective of improving the health and welfare of the fish and test advancements

in technology.

Total expenditure on research and development for the year amounted to £11.4m (2024: £16.1m), all of which

was expensed as incurred.

The directors consider that continued investment in research and development is critical to the company’s long-

term growth and competitiveness. The company expects to maintain a similar level of R&D activity in the

forthcoming year.

Employee involvement

The company continues to operate policies which are designed to help and encourage, wherever possible, all

members of staff to realise their potential within the wide range of roles available throughout the organisation.

Wherever suitable, vacancies arising are filled internally, and we encourage skills development through both

external training course providers and internal training programmes.

The principle of equal opportunities in employment is supported throughout the company, and we oppose all

forms of unlawful or unfair discrimination on whatever grounds — race, nationality, religion, age, disability,

ethnicity, sexual orientation, gender or gender reassignment.

Employee engagement

The company recognises that its employees are central to its success and is committed to maintaining effective

communication and engagement across the organisation.

During the year, the company continued to provide employees with regular updates on business performance

and strategic developments through a combination of team briefings, internal communications, and employee

forums. Employees are encouraged to provide feedback on matters affecting their interests, and the company

facilitates this through engagement surveys, structured feedback sessions, and direct communication channels

with management.

The company also promotes employee participation in decision-making where appropriate, particularly in

relation to operational improvements and workplace initiatives.

Business relationships

Fostering business relationships with our suppliers, customers and lenders is key to the continued success of

the company. Details of our engagement with our business partners are outlined within the S172 statement on

pages 2 - 4 of the company's Strategic Report.

Qualifying third party indemnity provisions

Cooke Aquaculture Scotland Limited maintains liability insurance for its directors and officers. The company

has also granted indemnities to the extent permitted by law to each of the directors, the general counsel &

company secretary and a number of other executives and senior managers. These indemnities are limited in

amount in relation to certain losses and liabilities which they may incur to third parties in the course of acting

as a director or officer of the company or any of its associated companies. Neither the indemnity, nor insurance

cover provides cover in the event a director or officer is proved to have acted fraudulently or dishonestly. The

indemnity is categorised as a ‘qualifying third-party indemnity’ for the purposes of the Companies Act 2006 and

will continue in force for the benefit of directors and officers on an ongoing basis. Primary Limit is $10,000,000

CAD per Occurrence and in the Aggregate Shared Limit with Employment Practices Liability / Fiduciary

Liability. There is also an additional $20,000,000 CAD limit in excess of the primary, to provide full limits of

$30,000,000 CAD.

The qualifying third party indemnity insurance was in force during the financial year and also at the date of

approval of the financial statements.

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COOKE AQUACULTURE SCOTLAND LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The following information is disclosed in accordance with the requirements of the streamlined energy and

carbon reporting for large companies for the year ended 31 December 2025.

Energy usage purchases in the year is 24,375,879 kWh (2024: 22,952,479 kWh).

Scope 1 greenhouse gases:6,142 tCO2e (2024: 5,818 tCO2e).

Scope 2 greenhouse gases: 5 tCO2e (2024: 341 tCO2e).

This equates to 0.78 kWh per Kg of salmon processed (2024: 1.21 kWh per Kg).

Data is collated using the Financial Reporting software which identifies by relevant supplier, expenditure and

quantity of energy purchased. There are various projects being undertaken to improve energy efficiency,

specifically, renewable, environmentally friendly and more efficient types of energy are being introduced where

feasible. In addition, equipment has been installed to minimise biomass waste and recycling opportunities are

being identified where equipment has needed to be replaced.

The company's emissions have been assessed in accordance with the GHG Protocol Corporate Accounting and

Reporting Standard and in line with DEFRA's Environmental reporting guidelines: including Streamlined Energy

and Carbon Reporting Requirements. The DEFRA 2025 emission conversion factors were used to quantify the

emissions associated with the company's operations for the year.

Please refer to the Strategic Report on page 4 for additional details on our approach to sustainability.

Post balance sheet events

There are no balance sheet events to disclose.

Disclosure of information to auditor

The directors confirm that:

• so far as each director is aware, there is no relevant audit information of which the company and the

company's auditor is unaware, and

• the directors have taken all the steps that they ought to have taken as directors in order to make

themselves aware of any relevant audit information and to establish that the company's auditor is aware

of that information.

Auditor

The auditors, PricewaterhouseCoopers LLP, will be proposed for reappointment in accordance with section 485

of the Companies Act 2006.

The financial statements on pages 14 to 34 were approved by the Board of Directors on 29/06/2026 and signed

on its behalf by:

C I Blair

Director

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COOKE AQUACULTURE SCOTLAND LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COOKE AQUACULTURE SCOTLAND

LIMITED

Report on the audit of the financial statements

Opinion

In our opinion, Cooke Aquaculture UK Holdings Limited's group financial statements and company's financial

statements (the "financial statements"):

• give a true and fair view of the state of the group's and of the company's affairs as at 31 December 2025 and

of the group’s profit and the group’s cash flows for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in

the UK and Republic of Ireland", and applicable law); and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Financial Statements (the

"Annual Report"), which comprise:

• the Consolidated Statement of Financial Position as at 31 December 2025;

• the Company Statement of Financial Position as at 31 December 2025;

• the Consolidated Statement of Comprehensive Income for the year then ended;

• the Consolidated Statement of Changes in Equity for the year then ended;

• the Company Statement of Changes in Equity for the year then ended;

• the Consolidated Statement of Cash Flows for the year then ended; and

• the notes to the financial statements which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable

law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the

financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit

of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.

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COOKE AQUACULTURE SCOTLAND LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COOKE AQUACULTURE SCOTLAND

LIMITED (CONTINUED)

Conclusions relating to going concern

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 group’s and 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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the

group’s and the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and

our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial

statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to

the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent

material inconsistency or material misstatement, we are required to perform procedures to conclude whether there

is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by

the Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report

certain opinions and matters as described below

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic

report and Directors' report for the year ended 31 December 2025 is consistent with the financial statements and

has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the

course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

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COOKE AQUACULTURE SCOTLAND LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COOKE AQUACULTURE SCOTLAND

LIMITED (CONTINUED)

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the

preparation of the financial statements in accordance with the applicable framework and for being satisfied that

they give a true and fair view. The directors are also responsible for such internal control as they 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 group’s and 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 group or the company or to

cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is

detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance

with laws and regulations related to Companies Act 2006 and UK corporation tax legislation, and we considered

the extent to which non-compliance might have a material effect on the financial statements. We evaluated

management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the

risk of override of controls), and determined that the principal risks were related to posting inappropriate journal

entries to manipulate financial performance and management bias in accounting estimates. Audit procedures

performed by the engagement team included:

• inquiry of those charged with governance to assess if there are any instances of non-compliance with laws or

regulations that have a material effect on the financial statements;

• Identifying and testing journal entries where applicable, in particular any journal entries posted with unusual

account combinations;

• Evaluating and, where appropriate, challenging assumptions and judgements made by management in

determining significant accounting estimates; and

• Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.

Page 12

COOKE AQUACULTURE SCOTLAND LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COOKE AQUACULTURE SCOTLAND

LIMITED (CONTINUED)

There are inherent limitations in the audit procedures described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that are not closely related to events and transactions

reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher

than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for

example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website

at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report

is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

▪ we have not obtained all the information and explanations we require for our audit; or

▪ adequate accounting records have not been kept by the company or returns adequate for our audit have

not been received from branches not visited by us; or

▪ the company's financial statements are not in agreement with the accounting records and returns; or

▪ certain disclosures of directors' remuneration specified by law are not made.

We have no exceptions to report arising from this responsibility.

Sarah Leonide (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Glasgow

29/06/2026

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COOKE AQUACULTURE SCOTLAND LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025


		2025	2024
	Note	£	£
Turnover	4	224,970,708	226,264,440
Cost of sales		(194,411,831)	(187,203,102)
Gross profit		30,558,877	39,061,338
Distribution costs		(6,971,801)	(6,951,438)
Administrative expenses		(10,591,999)	(10,647,934)
Other operating income	5	2,764,755	3,249,020
Operating profit	6	15,759,832	24,710,986
Interest receivable and similar income	10	2,777,245	1,377,080
Interest payable and similar expenses	11	(9,468,677)	(9,958,682)
Profit before taxation		9,068,400	16,129,384
Tax on profit	12	(2,967,704)	(4,124,165)
Profit for the financial year		6,100,696	12,005,219

There was no other comprehensive income for 2025 (2024: £Nil).

The notes on pages 17 to 34 form part of these financial statements.

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COOKE AQUACULTURE SCOTLAND LIMITED

REGISTERED NUMBER SC419789

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025


			2025		2024
	Note		£		£
Fixed assets
Intangible assets	13		27,813,512		29,320,943
Tangible assets	14		37,262,169		43,646,752
			65,075,681		72,967,695
Current assets
Stocks	15	118,359,755		119,598,761
Debtors: amounts falling due within one year	16	98,938,800		109,305,629
		217,298,555		228,904,390
Creditors: amounts falling due within one year	17	(49,774,483)		(59,235,867)
Net current assets			167,524,072		169,668,523
Total assets less current liabilities			232,599,753		242,636,218
Creditors: amounts falling due after more than one year	18		(103,409,614)		(109,378,504)
Provisions for liabilities
Deferred taxation	20		(3,438,358)		(3,563,939)
Net assets			125,751,781		129,693,775

Capital and reserves
Called up share capital	21		1		1
Profit and loss account	22		125,751,780		129,693,774
Total Equity			125,751,781		129,693,775

The financial statements were approved and authorised for issue by the board and were signed on its behalf on

29/06/2026

Director

The notes on pages 17 to 34 form part of these financial statements.

Page 15

COOKE AQUACULTURE SCOTLAND LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025


	Called up share capital	Profit and loss account	Total equity
	£	£	£
01/01/2025	1	129,693,774	129,693,775
Profit for the year	—	6,100,696	6,100,696
Dividends	—	(10,042,690)	(10,042,690)
31/12/2025	1	125,751,780	125,751,781

STATEMENT OF CHANGES IN EQUITY FOR THE

YEAR ENDED 31 DECEMBER 2024


	Called up share capital	Profit and loss account	Total equity
	£	£	£
01/01/2024	1	117,688,555	117,688,556
Profit for the year	—	12,005,219	12,005,219
31/12/2024	1	129,693,774	129,693,775

The notes on pages 17 to 34 form part of these financial statements.

Page 16

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. Company information

Cooke Aquaculture Scotland Limited is a private limited company incorporated and domiciled in Scotland,

United Kingdom (SC419789). The address of the company's registered office is C/O Brodies LLP, 110

Queen Street, Glasgow, G1 3BX.

The company is involved in the farming of Atlantic salmon. The company's interests are located in the UK.

The principal accounting policies adopted by the company are set out below.

2. Accounting Policies

2.1) Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise

specified within these accounting policies and in accordance with Financial Reporting Standard 102,

(the Financial Reporting Standard applicable in the UK and the Republic of Ireland) and the

Companies Act 2006.

The company’s presentational and functional currency is Sterling and all values are rounded to the

nearest pound (£) except when otherwise stated.

The preparation of financial statements in compliance with FRS 102 requires the use of certain

critical accounting estimates. It also requires company's management to exercise judgement in

applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied consistently:

2.2) Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these

financial statements, as permitted by the 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 requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,

11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27,

12.29(a), 12.29(b) and 12.29A;

• the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21

and 26.23;

• the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Cooke Aquaculture UK

Holdings Limited for the year ended 31 December 2025 and these financial statements may be

obtained from Companies House.

Page 17

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2. Accounting Policies (continued)

2.3) Going concern

As part of their duties under the Companies Act 2006 the directors have considered the group's

current trading performance, reviewed the forward cash flow projections up to December 2027 and

subjected it to sensitivity testing. Having done this the directors have a reasonable expectation that

the group has adequate resources to continue in operational existence for the foreseeable future.

The company therefore continues to adopt the going concern basis in preparing its financial

statements.

The company is part of the overall group's cash pooling agreement. It is dependent on continuing

finance being made available by its parent company, Cooke Aquaculture Inc. This is mainly done

through group loans, which are unsecured and have no repayment date. The Cash pooling

arrangement allows it to continue to operate and meet its liabilities as they fall due. Cooke

Aquaculture Inc. has agreed to provide a letter of support which indicates its intention to financially

support the company throughout the going concern period.

The company prepares weekly cash forecasts which are provided to the group to ensure sufficient

cash funds are available as required.

2.4) Revenue

Sale of goods

Revenue is measured at the fair value of the consideration received or receivable, and represents

amounts receivable for goods supplied, stated net of discounts and value added taxes. The company

recognises revenue when the amount of revenue can be reliably measured; when it is probable that

future economic benefits will flow to the company and hence when the fish have transferred

ownership as this shows pass over of control. The company bases its estimate of return on historical

results, taking into consideration the type of customer, the type of transaction and the specifics of

each arrangement.

2.5) Intangible assets

Intangible assets are measured at cost less accumulated amortisation and any

accumulated impairment losses.

Amortisation is charged so as to allocate the cost of intangibles less their residual values over their

estimated useful lives, using the straight-line method. The intangible assets are amortised over the

following useful economic lives:

The estimated useful lives range as follows:


Licenses	40 years
Development	3-7 years
Goodwill	40 years

If there is an indication that there has been a significant change in amortisation rate or residual value

of an asset the amortisation of that asset is revised prospectively to reflect the new expectations.

Page 18

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2. Accounting Policies (continued)

2.6) Tangible fixed assets

Property, plant and equipment are stated at cost, net of accumulated depreciation and/or

accumulated impairment losses, if any. Such cost includes costs directly attributable to making the

asset capable of operating as intended.

Depreciation is provided on all property, plant and equipment, 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

noted below.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow

to the company and the cost of the item can be measured reliably. The carrying amount of the

replaced part is derecognised. All other repairs and maintenance are charged to the Statement of

Comprehensive Income during the financial period in which they are incurred.

When parts of an item of property, plant and equipment have different useful lives, they are

accounted for as separate items (major components) of property, plant and equipment.

Ordinary depreciation of an asset begins when it is ready for use.

Depreciation on other assets is calculated using the straight-line method to allocate their cost to their

residual values over their estimated useful lives, as follows:

The estimated useful lives range as follows:


Buildings	25 years
Boats and other assets	4 - 15 years
Machinery & equipment	2 -10 years
Motor Vehicles	4 - 6 years
Short-term leasehold property	5 years

The depreciation method, period and residual value are reviewed annually. Changes will be accounted

for as a change in an accounting estimate.

No depreciation is charged for land or assets under construction.

Expenditures for on-going maintenance and repair costs are expensed as incurred, while

expenditures for improvements that extend the useful life of the asset and thereby increase the future

financial benefits from the asset are capitalised and depreciated over the same period as the

underlying asset. The carrying amounts of replaced parts are derecognised accordingly.

Gains or losses from the sale of fixed assets are calculated as the difference between net disposal

proceeds and carrying value as at the disposal date. Gains are included as other income and losses

as other expenses.

Depreciation of assets directly involved in day to day operational activities is charged directly to

stock, and released to the Statement of Comprehensive Income in line with fish harvested.

There is a group policy in place where fixed assets with a nil net book value are removed from the

fixed asset register two years after their useful life has expired. This excludes large vessels and

buildings.

Page 19

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2. Accounting Policies (continued)

2.7) Impairment of non-financial assets

At each reporting date fixed assets are reviewed to determine whether there is any indication that

those assets have suffered an impairment loss. If there is an indication of possible impairment, the

recoverable amount of any affected asset is estimated, and an impairment loss is recognised

immediately in the Statement of Comprehensive Income.

An impairment loss recognised for all assets, including goodwill, is reversed in a subsequent period if,

and only if, the reasons for the impairment loss have ceased to apply.

2.8) Inventory and biological assets

Inventory consists of feed, packaging materials, fry/smolt, live fish in the sea and processed fish.

Stocks of feed, packaging materials, fry/smolt and processed fish are valued at the lower of cost and

net realisable value.

The cost of feed and packaging inventories comprises all costs of purchase, and other costs incurred

in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business for the packaging,

feed and smolt stock, less estimated costs necessary to make the sale .

Biological assets (inventory in fish farming comprises juveniles, fry/smolt and fish in the sea) are

valued at cost less impairment.

Fish stock is valued at cost and depreciation (based on normal operating capacity). The depreciation

policy and rates applied are set out in 2.6) Tangible fixed assets on page 19. Borrowing costs are not

included.

2.9) Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without

penalty on notice of not more than 24 hours.

2.10) Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange

rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-

monetary items measured at historical cost are translated using the exchange rate at the date of the

transaction and non-monetary items measured at fair value are measured using the exchange rate

when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the

translation at period-end exchange rates of monetary assets and liabilities denominated in foreign

currencies are recognised in the Statement of Comprehensive Income except when deferred in other

comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are

presented in the Statement of Comprehensive Income within 'finance income or costs'. All other

Page 20

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

foreign exchange gains and losses are presented in the Statement of Comprehensive Income within

'other operating income'.

2. Accounting Policies (continued)

2.11) Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt

using the effective interest method so that the amount charged is at a constant rate on the carrying

amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital

instrument.

2.12) Leasing and hire-purchase commitments

Leases are classified as finance leases whenever the terms of the lease transfer substantially all

the risks and rewards of ownership from the leased asset to the company. All other leases are

classified as operating leases.

Assets held under finance leases are capitalised in the Statement of Financial Position and are

depreciated over the shorter of the lease term and the asset's useful lives. A corresponding liability

is recognised for the lower of the fair value of the leased asset and the present value of the

minimum lease payments in the Statement of Financial Position. Lease payments are apportioned

between the reduction of the lease liability and finance charges in the Statement of Comprehensive

Income so as to achieve a constant rate of interest on the remaining balance of the liability.

Rentals payable under operating leases are charged to the Statement of Comprehensive Income

on a straight-line basis over the lease term. Lease incentives are recognised over the lease term on

a straight-line basis.

Sale and leaseback transactions are accounted for based on the classification of the lease. For

finance leasebacks, any gain or loss is deferred and amortised over the lease term. For operating

leasebacks, gains or losses are recognised immediately where the sale is at fair value.

Where the sale price differs from fair value, adjustments are made so that any gain or loss reflects

fair value, with losses deferred only where compensated by below‑market lease payments.

2.13) Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is

a pension plan under which the company pays fixed contributions into a separate entity. Once the

contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when

they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial

Position. The assets of the plan are held separately from the company in independently

administered funds.

2.14) Interest-bearing loans and borrowings

All interest-bearing loans and borrowings which are basic financial instruments are initially

recognised at the present value of cash payable to the bank (including interest). After initial

recognition they are measured at amortised cost using the effective interest rate method, less

impairment. The effective interest rate amortisation is included in the interest expenses in the

Statement of Comprehensive Income.

Page 21

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2. Accounting Policies (continued)

2.15) Provision for liabilities

Provisions are made where an event has taken place that gives the company a legal or

constructive obligation that probably requires settlement by a transfer of economic benefit, and a

reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that

the company becomes aware of the obligation, and are measured at the best estimate at the

Statement of Financial Position date of the expenditure required to settle the obligation, taking into

account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of

Financial Position.

2.16) Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit or

loss except that a charge attributable to an item of income and expense recognised as other

comprehensive income or to an item recognised directly in equity is also recognised in other

comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been

enacted or substantively enacted by the reporting date in the countries where the company

operate and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not

reversed by the Statement of Financial Position date, except that:

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be

recovered against the reversal of deferred tax liabilities or other future taxable profits; and

▪ Any deferred tax balances are reversed if and when all conditions for retaining associated tax

allowances have been met;

Deferred tax balances are not recognised in respect of permanent differences except in respect of

business combinations, when deferred tax is recognised on the differences between the fair values

of assets acquired and the future tax deductions available for them and the differences between the

fair value of liabilities acquired and the amount that will be assessed for tax. Deferred tax is

determined using tax rates and laws that have been enacted or substantively enacted by the

reporting date.

2.17) Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will

generate future economic benefits and hence all expenditure on research shall be recognised as

an expense when it is incurred. Intangible assets are recognised from the development phase of a

project if and only if certain specific criteria are met in order to demonstrate the asset will generate

probable future economic benefits and that its cost can be reliably measured. The capitalised

development costs are subsequently amortised on a straight-line basis over their useful economic

lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an

internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 22

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2. Accounting Policies (continued)

2.18) Financial Instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS

102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of Financial Position 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 and other debtors, cash and bank balances, are initially

measured at their transaction price (adjusted for transaction costs except in the initial measurement

of financial assets that are subsequently measured at fair value through profit and loss) and are

subsequently carried at their amortised cost using the effective interest method, less any provision

for impairment, unless the arrangement constitutes a financing transaction, where the transaction is

measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash

equivalents, trade and most other debtors due within the operating cycle fall into this category of

financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for

objective evidence of impairment. 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 the statement of

Comprehensive Income.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the

estimated future cash flows derived from the financial asset(s) have been adversely impacted. The

impairment loss will be the difference between the current carrying amount and the present value of

the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying

amount to exceed the original carrying amount had the impairment not been recognised. The

impairment reversal is recognised in the Statement of Comprehensive Income.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are

initially measured at their transaction price (adjusting for transaction costs except in the initial

measurement of financial liabilities that are subsequently measured at fair value through profit and

loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the

present value of the future payments discounted at a market rate of interest, discounting is omitted

where the effect of discounting is immaterial.

Page 23

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2. Accounting Policies(continued)

2.18) Financial Instruments (continued)

Debt instruments are subsequently carried at their amortised cost using the effective interest rate

method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary

course of business from suppliers. Trade creditors are classified as current liabilities if the payment

is due within one year. If not, they represent non-current liabilities. Trade creditors are initially

recognised at their transaction price and subsequently are measured at amortised cost using the

effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are

settled, or when the company transfers the asset and substantially all the risks and rewards of

ownership to another party. If significant risks and rewards of ownership are retained after the

transfer to another party, then the company will continue to recognise the value of the portion of the

risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are

discharged or cancelled.

3. Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and reported amounts of assets. liabilities,

income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on

historical experience and other assumptions that are considered reasonable in the circumstances. The

actual amount or values may vary in certain instances from the assumptions and estimates made.

Changes will be recorded, with corresponding effect in the financial statements, when, and if, better

information is obtained.

Critical judgements and sources of estimation uncertainty that management have made in the process of

applying accounting policies disclosed herein and that have a significant effect on the amounts recognised

in the financial statements relates to the following:

Estimates

Fish numbers (note 15)

The biological stock value is based on costs incurred and accrued for the period. The fish numbers are an

estimate derived from known inputs and identified mortalities; the exact numbers will only be known when

the full cycle is harvested. The actual versus expected numbers at harvest are monitored to ensure the

estimate remains reasonably reliable and any large variances would be investigated. Post year end there

have been no large variances on the fish number harvested or significant health issues to indicate the

biological stock value is overstated.

A 1% change in the fish numbers would result in no change to the carrying cost of the fish.

Page 24

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Judgements

During the year, the company entered into an invoice factoring arrangement involving the transfer of

certain trade receivables to a third-party finance provider. Judgement is applied in assessing whether

these receivables should be derecognised, based on whether substantially all the risks and rewards of

ownership have been transferred. This includes consideration of recourse provisions, credit risk retained,

and any continuing involvement in the receivables.

Where substantially all risks and rewards are transferred, the receivables are derecognised; otherwise,

they remain recognised with proceeds treated as a secured borrowing. The directors concluded that

substantially all the risks and rewards have been transferred at the reporting date, and have accounted for

the arrangement accordingly.

4. Turnover


	2025	2024
	£	£
Sale of goods	224,970,708	226,264,440


Analysis of turnover by country of destination:
	2025	2024
	£	£
United Kingdom	86,124,357	78,110,731
France	56,391,055	65,701,143
Rest of Europe	34,234,680	26,030,382
United States	27,721,100	30,528,587
Canada	19,786,294	23,049,874
Rest of the world	713,222	2,843,723
	224,970,708	226,264,440

5. Other operating income


	2025	2024
	£	£
Research and development tax credit	2,284,586	3,220,125
Other operating income	480,169	28,895
	2,764,755	3,249,020

6. Operating profit

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


	2025	2024
	£	£
Depreciation of tangible fixed assets	7,572,029	7,995,225
Amortisation of intangible assets, including goodwill	1,035,209	1,048,285
Foreign exchange (gains)/ losses	(73,922)	77,418
Other operating lease rentals	16,577,241	18,693,674

The depreciation does not agree to the amount disclosed as charged for the year in note 14, this is due

to a proportion of these costs being capitalised into the inventory and is not released to the Statement of

Comprehensive Income until the stock is sold.

Page 25

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7. Auditor's remuneration


	2025	2024
	£	£
Fees payable for the company's auditor and its associates for the audit of the company's annual financial statements	140,000	71,922

8. Employees

Staff costs, including directors' remuneration, were as follows:


	2025	2024
	£	£
Wages and salaries	12,749,245	12,557,549
Social security costs	1,473,678	1,482,054
Other pension costs	889,740	787,974
	15,112,663	14,827,577

The average monthly number of employees, including the directors, during the year was as follows:


	2025	2024
	No.	No.
Directors and Admin Staff	41	41
Operating Staff	292	286
	333	327

9. Directors' remuneration


	2025	2024
	£	£
Directors' emoluments	436,752	430,560

During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined

contribution pension schemes.

The highest paid director received remuneration of £246,350 (2024: £254,008).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the

highest paid director amounted to £21,573 (2024: £20,876).

Page 26

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10. Interest receivable


	2025	2024
	£	£
Interest receivable from group companies	1,845,389	1,377,080
Interest of corporation tax repayable	931,856	—
	2,777,245	1,377,080

11. Interest payable and similar expenses


	2025	2024
	£	£
Interest payable on amounts owed to group undertakings	4,786,440	9,950,192
Interest payable on bank loan	4,055,207	—
Lease interest & charges	406,830	—
Invoice factoring charges	218,038	—
Other interest payable	2,162	8,490
	9,468,677	9,958,682

A third party loan was entered into with DNB Bank ASA for £110m in June 2025. It was used to settle the

company loan previously held.

The company also entered into a sale and leaseback and invoice factoring arrangements in the year.

12. Tax on profit


	2025	2024
	£	£
Corporation tax

Current tax on profits for the year	2,741,126	2,786,958
Adjustments in respect of prior periods	348,668	(1,160,216)
Total current tax	3,089,794	1,626,742
Deferred tax

Origination and reversal of timing differences	389,578	1,634,883
Adjustments in respect of prior periods	(511,668)	862,540
Effect of tax rate change on opening balance	—	—
Total deferred tax	(122,090)	2,497,423

Taxation on profit on ordinary activities	2,967,704	4,124,165

Page 27

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12. Tax on profit (continued)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 higher) the standard rate of corporation tax in the UK

of 25.00% (2024: 25.00%). The differences are explained below:


	2025	2024
	£	£
Profit before tax	9,068,400	16,129,384

Profit multiplied by standard rate of corporation tax of 25.00% (2024: 25.00%)	2,267,100	4,032,346
Effects of:
Expenses not deductible for tax purposes	1,017,217	422,270
Income not taxable	—	(297,676)
Adjustments to tax charge in respect of prior periods	(163,000)	—
Tax rate changes	—	1
Group relief	(153,613)	(32,776)
Total tax charge for the year	2,967,704	4,124,165

The company is within the scope of the OECD Pillar Two model rules which came into effect for accounting

periods commencing on or after 31 December 2023 and is applicable to the company for the financial

statements for the period ended 31 December 2025. The company applies the exception to recognising and

disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as

provided in amendments to FRS 102 approved for issue by the Financial Reporting Council on 5 July 2023.

Under the legislation, the company is liable to pay a top-up tax on adjusted jurisdictional profits for the

difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate.

Based on the Pillar Two assessment undertaken by the company using the relevant information for the

period to 31 December 2025, the company expects to be able to apply the transitional Country by Country

safe harbour for most jurisdictions and expects the total amount of top up tax arising in relation to the

remaining territories to be immaterial.

Page 28

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13. Intangible assets


	Licenses	Development	Goodwill	Total
	£	£	£	£
Cost
At 1 January 2025	40,502,427	133,219	834,385	41,470,031
Additions	71,528	—	—	71,528
Disposals	(750,000)	—	—	(750,000)
At 31 December 2025	39,823,955	133,219	834,385	40,791,559

Amortisation
At 1 January 2025	11,765,554	133,219	250,315	12,149,088
Charge for the year	1,014,349	—	20,860	1,035,209
Disposals	(206,250)	—	—	(206,250)
At 31 December 2025	12,573,653	133,219	271,175	12,978,047

Net book value
At 31 December 2025	27,250,302	—	563,210	27,813,512
At 31 December 2024	28,736,873	—	584,070	29,320,943

Amortisation on intangible assets is charged to sales, general and administrative expenses.

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14. Tangible fixed assets


	Land and Buildings	Machinery and Equipment	Short-term leasehold property	Motor vehicles	Boats and other assets	Assets under construction	Total
	£	£	£	£	£	£	£
Cost
At 1 January 2025	7,318,359	49,702,255	37,142	1,117,252	25,600,397	8,290,988	92,066,393
Additions	531,834	5,306,980	—	134,178	1,217,101	1,494,038	8,684,131
Disposals	—	(7,991,364)	—	(111,800)	(1,424,062)	(3,991,597)	(13,518,823)
Transfers between classes	—	4,351,319	—	—	(113,727)	(4,237,592)	—
At 31 December 2025	7,850,193	51,369,190	37,142	1,139,630	25,279,709	1,555,837	87,231,701
Depreciation
At 1 January 2025	3,018,243	27,685,631	4,458	450,274	17,261,035	—	48,419,641
Charge for the year	264,389	6,285,349	1,386	146,053	1,452,611	—	8,149,788
Disposals	—	(6,410,801)	—	(110,342)	(78,754)	—	(6,599,897)
At 31 December 2025	3,282,632	27,560,179	5,844	485,985	18,634,892	—	49,969,532
Net book value
At 31 December 2025	4,567,561	23,809,011	31,298	653,645	6,644,817	1,555,837	37,262,169
At 31 December 2024	4,300,116	22,016,624	32,684	666,978	8,339,362	8,290,988	43,646,752

All of the above land and buildings are freehold in nature.

Page 30

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15. Stocks


	2025	2024
	£	£
Packaging stock	138,997	118,269
Feed and chemicals	5,991,180	6,379,332
Biological stock	111,862,387	112,988,740
Medicine	300,848	112,420
Finished goods and goods for resale	66,343	—
	118,359,755	119,598,761

Stock recognised in cost of sales during the year as an expense was £158,037 (2024: £153,728).

The carrying value of stocks are stated net of impairment losses totalling £Nil (2024: £Nil).

16. Debtors: Amounts falling due within one year


	2025	2024
	£	£
Trade debtors	107,165	14,456,373
Amounts owed by group undertakings	26,962,893	30,986,405
Amounts owed by related parties	59,743,838	51,975,682
Other debtors	898,539	985,225
Corporation tax repayable	8,479,284	8,008,057
VAT recoverable	998,033	969,119
Prepayments and accrued income	1,749,048	1,924,768
	98,938,800	109,305,629

An impairment loss of £Nil (2024: £Nil) was recognised against trade debtors.

Amounts owed by group undertakings are interest free and repayable on demand.

Amounts owed by related parties are subject to interest and are repayable on demand.

The decrease in the trade debtors is due to the derecognition of trade debtors as part of the invoice

factoring arrangement entered into in 2025.

Page 31

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17. Creditors: Amounts falling due within one year


	2025	2024
	£	£
Bank overdraft	353,557	—
Bank loan	5,500,000	—
Trade creditors	8,692,744	7,450,691
Amounts owed to group undertakings	23,650,796	36,715,111
Amounts owed to related parties	2,561,918	2,979,987
Other taxation and social security	922,227	838,628
Finance leases	1,302,921	587,114
Other leases	—	5,618,461
Other creditors	2,569,134	1,528,309
Accruals and deferred income	4,221,186	3,517,566
	49,774,483	59,235,867

Amounts owed to group undertakings are interest free and repayable on demand.

Amounts owed to related parties incur interest when in relation to the in-house bank accounts.

The Other leases balance related to cash received in relation to a pre-hire lease agreement. The lease

agreement was initially entered into, and funds were received pre-year end in 2024 and the agreement was

formally completed in February 2025.

The bank loan was provided by DNB Bank ASA for £110m in June 2025. It is due for repayment on July

2028.

There are charges registered between DNB Bank ASA (an administrative agent) and Cooke Aquaculture UK

Holdings Limited. This charge is secured by fixed and floating charges covering all the property of the

Company (including Intellectual Property Rights) and contains a negative pledge.

18. Creditors: Amounts falling due after more than one year



	2025	2024
	£	£
Finance lease	2,077,534	1,859,196
Amounts owed to group undertakings	—	107,519,308
Bank loan	101,332,080	—
	103,409,614	109,378,504

Amounts owed to group undertakings due after more than one year are subject to interest and are

repayable subject to 12 months notice.

The bank loan was provided by DNB Bank ASA for £110m in June 2025. It was used to settle the company

loan previously held. It is due for repayment on July 2028.

Page 32

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19. Finance leases

Minimum lease payments under hire purchase fall due as follows:


	2025	2024
	£	£
Within one year	1,302,921	587,114
Between 1-5 years	2,077,534	1,859,196
	3,380,455	2,446,310

20. Deferred taxation


	2025	2024
	£	£
At beginning of year	(3,563,939)	(1,066,518)
Credited to the Statement of Comprehensive Income	(389,578)	(1,634,881)
Adjustment in respect of prior years	515,159	(862,540)
At end of year	(3,438,358)	(3,563,939)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£
Fixed asset timing differences	(3,671,242)	(2,859,995)
Short term timing differences	15,636	(703,944)
Loan relationships	217,248	—
	(3,438,358)	(3,563,939)

Deferred tax amounts not recognised	(27,952)	—

21. Called up share capital


	2025	2024
	£	£
Authorised, allotted, called up and fully paid
1 Ordinary share of £1 each	1	1

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of

capital.

Page 33

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22. Profit and loss account

The profit and loss account represents historic profits and losses of the company.

23. Capital commitments

The company had outstanding capital commitments at 31 December 2025 of £618,850 (2024: £616,323)

for the purchase of a boat and a barge refit.

24. Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held

separately from those of the company in an independently administered fund. The pension cost charge

represents contributions payable by the company to the fund and amounted to £948,610 (2024:

£841,707). Contributions totalling £117,214 (2024: £222,658) were payable to the fund at the reporting

date and are included in creditors.

25. Commitments under operating leases

At 31 December 2025 the company had future minimum lease payments under non-cancellable operating

leases for each of the following periods:


	2025	2024
	£	£
Other
Not later than 1 year	13,594,996	14,031,786
Later than 1 year and not later than 5 years	24,887,745	36,668,495
Later than 5 years	512,881	2,918,625
	38,995,622	53,618,906

	2025	2024
	£	£
Land and buildings
Not later than 1 year	102,910	215,083
Later than 1 year and not later than 5 years	74,321	188,433
Later than 5 years	144,668	157,855
	321,899	561,371

26. Related party transactions

The company has taken advantage of the exemption in FRS 102, not to disclose any transactions with the

entity that are part of the group which qualify as related parties, on the grounds that it is a wholly owned

subsidiary undertaking where all of its voting rights are controlled within the group.

27. Post balance sheet events

There are no balance sheet events to disclose.

Page 34

COOKE AQUACULTURE SCOTLAND LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

28. Ultimate parent undertaking and controlling party

The company is a wholly owned subsidiary of Cooke Aquaculture UK Holdings Limited, a company

registered in Scotland. The results of Cooke Aquaculture Scotland Limited are included within the

consolidated financial statements of Cooke Aquaculture UK Holdings Limited for the year ended

31 December 2025, being the smallest group for which consolidated accounts are prepared. The

company's ultimate parent undertaking and the largest group for which consolidated accounts are prepared

is Cooke Inc, a group incorporated in Canada.

The ultimate controlling party is the Cooke family by virtue of their shareholding in Cooke Inc.

The address of the registered office for Cooke Inc. is 40 Wellington Row, Saint John, New Brunswick, E2L

3H3, Canada.


	PAGE
Strategic Report	1 - 5
Directors' Report	6 - 8
Independent Auditor's Report	9 - 12
Statement of Comprehensive Income	13
Statement of Financial Position	14
Statement of Changes in Equity	15
Notes to the Financial Statements	16 - 34