REGISTERED NUMBER: 01580642 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 March 2025

for

Warners Fishmerchants Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

6

Balance Sheet

7

Statement of Changes in Equity

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

11

DIRECTOR:

G Warner

REGISTERED OFFICE:

Raymond House

Unit 5 Decoy Bank North

Lakeside

Doncaster

South Yorkshire

DN4 5JR

REGISTERED NUMBER:

01580642 (England and Wales)

AUDITORS:

KJA Kilner Johnson Ltd (Statutory Auditors)

Woodland House

Woodland Park

Bradford Road

Cleckheaton

BD19 6BW

The director is pleased to present the strategic report for the year ended 31 March 2025 which shows another successful year.

REVIEW OF THE BUSINESS

The Income Statement on page 6 reports an increase in gross profit of £2,474,959. The profit after taxation for the year is £1,711,985, of which £1,685,485 has been retained in the company, increasing net assets to £9,042,892.

The director is always aware that the market can take a turn for the worse at any time because of factors beyond management control. For this reason, the majority of the profits are retained in the Company and reinvested to increase working capital and improve liquidity.

A cornerstone of the Company's success is the excellent relationships that have been fostered with suppliers over many years. Alongside this, the Company has the facilities to carry a wide product range in the state-of-the-art frozen storage warehouse. The secure supply chain that is now in place gives customers the confidence that we can deliver and that we will provide them with a quality product.

PRINCIPAL RISKS AND UNCERTAINTIES

We continue to perform a robust and systematic review of the risks that we believe could seriously affect the Company's performance and its prospects. As part of this review process, the director sets out the objectives each year and reviews the Company's progress against them on a monthly basis. We face the ongoing challenge of a changing competitive landscape and price pressure across our markets. To mitigate the risk of losing market share, we are continually developing our sales and marketing strategies to ensure that we are aware of our customer needs and to give us the ability to anticipate market changes.

KEY PERFORMANCE INDICATORS

The director considers the Company's key performance indicators are those that communicate the financial performance and strength of the Company as a whole, these being turnover, gross margin, operating profit margin and profit before taxation as set out below.

2025

2024

£

£

Turnover

69,680,049

69,578,918

Gross profit percentage

8.8%

5.2%

Operating profit percentage

3.3%

2.1%

Profit before tax

2,287,247

1,388,855

The main non-financial KPI is customer reviews which the company monitors through customer feedback.

BUSINESS ENVIRONMENT

Since the year end the company has seen positive trading results, continuing to maintain a strong balance sheet and a high level of liquidity.

STRATEGY

A cornerstone of our success is to ensure that there is sufficient supply of fish to meet the demands of our customers. Key to this is maintaining the strong relationships we have with our suppliers, working alongside them to give our customers the quality and choice they expect. Sourcing fish responsibly is paramount to our business, and we hold the MSC chain of custody certification which gives full traceability back to the fishery. The company also considers its staff as significant to achieving the strategy, with staff remuneration at competitive levels. We train and invest in key personnel to provide the best possible service for our customers. The director believes this investment will increase market share and grow sales volumes.

FUTURE DEVELOPMENTS

The company has agreed the sale of the investment property, with the proceeds due to be reinvested into the business.

ON BEHALF OF THE BOARD:

G Warner - Director

10 November 2025

The director presents his report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of wholesale distribution of frozen at sea fish fillets and other sundry items.

DIVIDENDS

The company paid an interim dividend during the year totalling £26,500 (2024: £341,500).

The director recommends that no final dividends be paid.

DIRECTOR

G Warner held office during the whole of the period from 1 April 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, KJA Kilner Johnson Ltd (Statutory Auditors), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Warner - Director

10 November 2025

Opinion

We have audited the financial statements of Warners Fishmerchants Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

While planning our audit, we have enquired of management and those charged with governance around any actual or potential litigation and claims against the company for non-compliance with specific laws and regulations. The same has been done in respect of any instances of fraud or irregularities. The responses received have been communicated with the engagement team at the planning stage.

We have not been informed of any specific laws or regulatory related issues that could materially impact the financial statements in addition to this, there has been no suspected fraud or irregularities reported to us.

While planning our audit the engagement partner selected appropriately trained staff to be engaged in the audit and the team are allocated based on their competence and capabilities.

The audit work undertaken is a substantive work based audit approach, reviewing to source documentation where appropriate and includes a review and walkthrough of the systems which management have put in place. These tests are directional. Therefore, they are designed in a way to maximise audit effectiveness and the possible identification of any material fraud, irregularities, or instances of systems and procedure breaches. Our testing did not identify any issues that require additional reporting.

These tests and other areas of our audit work are designed to enhance our ability to detect cases of material fraud and certain irregularities. It should be noted that our audit is carried out using a material based approach and therefore does not test every transaction, as such it would not detect all instances of irregularities and specifically fraud which is inherently more difficult to detect.

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.

Samantha Hutton FCCA (Senior Statutory Auditor)

for and on behalf of KJA Kilner Johnson Ltd (Statutory Auditors)

Woodland House

Woodland Park

Bradford Road

Cleckheaton

BD19 6BW

10 November 2025

TURNOVER

3

69,680,049

69,578,918

Cost of sales

63,583,233

65,957,061

GROSS PROFIT

6,096,816

3,621,857

Distribution costs

1,573,367

1,116,703

Administrative expenses

2,274,801

1,075,230

3,848,168

2,191,933

2,248,648

1,429,924

Other operating income

13,621

14,980

OPERATING PROFIT

5

2,262,269

1,444,904

Interest receivable and similar income

85,651

29,332

2,347,920

1,474,236

Interest payable and similar expenses

6

60,673

85,381

PROFIT BEFORE TAXATION

2,287,247

1,388,855

Tax on profit

7

575,262

364,941

PROFIT FOR THE FINANCIAL YEAR

1,711,985

1,023,914

FIXED ASSETS

Intangible assets

9

3,375

-

Tangible assets

10

1,339,978

1,311,256

Investment property

11

224,015

224,015

1,567,368

1,535,271

CURRENT ASSETS

Stocks

12

10,463,175

8,413,216

Debtors

13

4,873,760

6,677,112

Cash at bank and in hand

3,871,661

1,316,065

19,208,596

16,406,393

CREDITORS

Amounts falling due within one year

14

11,283,454

10,134,866

NET CURRENT ASSETS

7,925,142

6,271,527

TOTAL ASSETS LESS CURRENT LIABILITIES

9,492,510

7,806,798

CREDITORS

Amounts falling due after more than one year

15

(245,000

)

(245,000

)

PROVISIONS FOR LIABILITIES

18

(204,618

)

(204,391

)

NET ASSETS

9,042,892

7,357,407

CAPITAL AND RESERVES

Called up share capital

19

179

179

Capital redemption reserve

20

43

43

Retained earnings

20

9,042,670

7,357,185

SHAREHOLDERS' FUNDS

9,042,892

7,357,407

The financial statements were approved by the director and authorised for issue on 10 November 2025 and were signed by:

G Warner - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

179

6,674,771

43

6,674,993

Changes in equity

Dividends

-

(341,500

)

-

(341,500

)

Total comprehensive income

-

1,023,914

-

1,023,914

Balance at 31 March 2024

179

7,357,185

43

7,357,407

Changes in equity

Dividends

-

(26,500

)

-

(26,500

)

Total comprehensive income

-

1,711,985

-

1,711,985

Balance at 31 March 2025

179

9,042,670

43

9,042,892

Cash flows from operating activities

Cash generated from operations

1

3,064,709

1,861,755

Interest paid

(77,483

)

(65,063

)

Tax paid

(346,277

)

(55,272

)

Net cash from operating activities

2,640,949

1,741,420

Cash flows from investing activities

Purchase of intangible fixed assets

(4,500

)

-

Purchase of tangible fixed assets

(198,793

)

(174,770

)

Sale of tangible fixed assets

9,726

7,770

Interest received

77,715

29,332

Net cash from investing activities

(115,852

)

(137,668

)

Cash flows from financing activities

Loan repayments in year

-

(175,000

)

Employee loans

13,882

(10,964

)

Related party loans

154,884

(133,011

)

Amount withdrawn by directors

(111,767

)

181,085

Equity dividends paid

(26,500

)

(341,500

)

Net cash from financing activities

30,499

(479,390

)

Increase in cash and cash equivalents

2,555,596

1,124,362

Cash and cash equivalents at beginning of year

2

1,316,065

191,703

Cash and cash equivalents at end of year

2

3,871,661

1,316,065

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

2025

2024

£

£

Profit before taxation

2,287,247

1,388,855

Depreciation charges

142,131

113,389

Loss on disposal of fixed assets

19,340

13,471

Finance costs

60,673

85,381

Finance income

(85,651

)

(29,332

)

2,423,740

1,571,764

(Increase)/decrease in stocks

(2,049,959

)

446,570

Decrease/(increase) in trade and other debtors

1,656,403

(1,627,338

)

Increase in trade and other creditors

1,034,525

1,470,759

Cash generated from operations

3,064,709

1,861,755

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

3,871,661

1,316,065

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

1,316,065

191,703

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

1,316,065

2,555,596

3,871,661

1,316,065

2,555,596

3,871,661

Debt

Debts falling due after 1 year

(245,000

)

-

(245,000

)

(245,000

)

-

(245,000

)

Total

1,071,065

2,555,596

3,626,661

1.	STATUTORY INFORMATION

Warners Fishmerchants 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.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

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

Turnover from the sale of goods is recognised when the significant risk and rewards of ownership of the goods has transferred to the buyer. This is usually when the goods have been delivered to the customer such that the risks and rewards of ownership have been transferred to them.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of nil years.

Tangible fixed assets

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

Freehold property

-

2% straight line

Plant and machinery

-

25% reducing balance, 10% reducing balance and 5% reducing balance

Fixtures and fittings

-

4% straight line

Motor vehicles

-

25% reducing balance

Computer equipment

-

33% reducing balance

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Investment property is measured under the fair value model as per IAS 40. The fair value is determined in line with IFRS 13 Fair Value Measurement.

Stocks

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

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

An analysis of turnover by class of business is given below:

2025

2024

£

£

Sale of goods

69,680,049

69,578,918

69,680,049

69,578,918

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,598,499

1,160,418

Social security costs

328,117

119,079

Other pension costs

53,390

113,550

2,980,006

1,393,047

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

2025

2024

Selling

7

7

Administration

8

8

Operational

17

15

32

30

2025

2024

£

£

Director's remuneration

1,218,219

200,000

Director's pension contributions to money purchase schemes

10,000

50,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

1,218,219

200,000

Pension contributions to money purchase schemes

10,000

50,000

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

9,316

8,175

Depreciation - owned assets

141,005

113,390

Loss on disposal of fixed assets

19,340

13,471

Computer software amortisation

1,125

-

Auditors' remuneration

13,250

10,000

Auditors' remuneration for non audit work

2,500

2,500

Foreign exchange differences

1,810

2,647

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

-

6,293

Corporation tax interest

-

1,605

Interest on director loans

23,923

40,733

Other loan interest

36,750

36,750

60,673

85,381

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

574,042

345,284

Underpaid corporation tax in

previous years

993

7,956

Total current tax

575,035

353,240

Deferred tax

227

11,701

Tax on profit

575,262

364,941

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

2,287,247

1,388,855

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

571,812

347,214

Effects of:

Expenses not deductible for tax purposes

9,459

8,158

Adjustments to tax charge in respect of previous periods

993

7,956

Enhanced capital allowances

(11,480

)

-

Depreciation on non-qualifying assets

4,483

1,613

Other

(5

)

-

Total tax charge

575,262

364,941

Underpaid corporation tax in previous years of £7,956 consists of amounts paid during the year for accounting period ended 31st March 2018 of £2,639, and accounting period ended 31st March 2020 of £5,317.

8.

DIVIDENDS

2025

2024

£

£

B Ordinary shares of 10p each

Interim

-

5,000

C Ordinary shares of 10p each

Interim

-

5,000

D Ordinary shares of 10p each

Interim

-

5,000

E Ordinary share of £1

Interim

26,500

26,500

F Ordinary shares of £1 each

Interim

-

300,000

26,500

341,500

9.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

Additions

4,500

At 31 March 2025

4,500

AMORTISATION

Amortisation for year

1,125

At 31 March 2025

1,125

NET BOOK VALUE

At 31 March 2025

3,375