Company registration number 11505766 (England and Wales)
AMBROSI (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
AMBROSI (UK) LIMITED
COMPANY INFORMATION
Directors
Naigee Gopal
(Appointed 3 July 2023)
Herve Bouchet
(Appointed 3 July 2023)
Michael Chatters
(Appointed 3 July 2023)
Secretary
Prism Cosec Limited
(Appointed 1 January 2024)
Company number
11505766
Registered office
Grosvenor House
65-71 London Road
Redhill
Surrey
United Kingdom
RH1 1LQ
Auditor
KLSA LLP
Kalamu House
11 Coldbath Square
London
EC1R 5HL
Bankers
Lloyds Bank Plc
Tunbridge Wells
Kent
BX1 1LT
AMBROSI (UK) LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 21
AMBROSI (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

The company's operating loss was £387,131 (2022: (£120,687) with source of income being management fees charged to the subsidiary. The net asset position at the year-end was £694k (2022: £1.08m).

 

Capital investment in the year made by the subsidiaries were for building improvement and equipment to improve the cutting and wrapping of cheeses using more recyclable packaging to improve services to customers.

 

The overall results for the year and the financial position at the year end were considered by the directors to be satisfactory and intend to pursue their strategies to enhance business growth and improve performance.

 

Environmental policy

The company will continue to reduce its environment impact by reducing its carbon emissions and introducing more recyclable packaging although this will have an impact on costs.

Principal risks and uncertainties

Management of the business and execution of the company’s strategy are subject to a number of risks.

 

Trading risks for the company’s subsidiaries include product listings with major retailers, competition from other wholesalers, obtaining price increases to offset the inflationary impact linked to its supply chain and labor costs.

 

Foreign currency risk

The company's principal foreign currency exposures arise from foreign currency loans which is monitored closely including any currency fluctuation risks.

 

The management continuously monitors the exchange rates for Euros as these have an impact on loan interest repayments.

 

Financial risk management

The company manages its credit, liquidity and interest rate risks through various measures. The Board monitors the net debt, banking facilities and cashflows on a regular basis and adequate working capital facilities are in place.

On behalf of the board

Naigee Gopal
Director
25 June 2024
AMBROSI (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal business activity of the company is that of a holding company.

Results and dividends

The results for the year are set out on page 8.

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

Directors

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

Sergio Raglio
(Resigned 3 July 2023)
Francesco Lanfredi
(Resigned 3 July 2023)
Nicola Preti
(Resigned 3 July 2023)
Naigee Gopal
(Appointed 3 July 2023)
Herve Bouchet
(Appointed 3 July 2023)
Michael Chatters
(Appointed 3 July 2023)
Auditor

KLSA LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

 

 

 

 

 

 

 

AMBROSI (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Naigee Gopal
Director
25 June 2024
AMBROSI (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AMBROSI (UK) LIMITED
- 4 -
Opinion

We have audited the financial statements of Ambrosi (UK) Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as going concern.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

AMBROSI (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AMBROSI (UK) LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations

 

 

 

 

 

AMBROSI (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AMBROSI (UK) LIMITED (CONTINUED)
- 6 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

 

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

 

 

To address the risk of non-compliance with laws and regulations, we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation (including payroll taxes) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

 

The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the Company’s license to operate. We identified the following areas as those most likely to have such an effect: UK Company law that regulates corporations formed under the Companies Act 2006 and HMRC laws and regulations relating to submissions of applicable taxes and documents. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

 

We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.

 

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, misrepresentations or through collusion.

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

 

 

 

 

 

 

 

AMBROSI (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AMBROSI (UK) LIMITED (CONTINUED)
- 7 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Shilpa Chheda
Senior Statutory Auditor
For and on behalf of KLSA LLP
25 June 2024
Chartered Accountants
Statutory Auditor
Kalamu House
11 Coldbath Square
London
EC1R 5HL
AMBROSI (UK) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Year
Year
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Turnover
3
25,000
39,167
Administrative expenses
(145,117)
(57,580)
Operating loss
4
(120,117)
(18,413)
Interest receivable and similar income
6
-
0
24
Interest payable and similar expenses
7
(267,014)
(102,298)
Loss before taxation
(387,131)
(120,687)
Tax on loss
8
-
0
-
0
Loss for the financial year
(387,131)
(120,687)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

AMBROSI (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Year
Year
ended
ended
31 December
31 December
2023
2022
£
£
Loss for the year
(387,131)
(120,687)
Other comprehensive income
-
-
Total comprehensive income for the year
(387,131)
(120,687)
AMBROSI (UK) LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
9
9,828,374
4,937,379
Current assets
Debtors
11
17,500
-
0
Cash at bank and in hand
745,187
114,715
762,687
114,715
Creditors: amounts falling due within one year
12
(9,896,380)
(708,974)
Net current liabilities
(9,133,693)
(594,259)
Total assets less current liabilities
694,681
4,343,120
Creditors: amounts falling due after more than one year
13
-
0
(3,261,308)
Net assets
694,681
1,081,812
Capital and reserves
Called up share capital
15
1,500,100
1,500,100
Profit and loss reserves
(805,419)
(418,288)
Total equity
694,681
1,081,812

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 25 June 2024 and are signed on its behalf by:
Naigee Gopal
Director
Company registration number 11505766 (England and Wales)
AMBROSI (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1,500,100
(297,601)
1,202,499
Year ended 31 December 2022:
Loss and total comprehensive income
-
(120,687)
(120,687)
Balance at 31 December 2022
1,500,100
(418,288)
1,081,812
Period ended 31 December 2023:
Loss and total comprehensive income
-
(387,131)
(387,131)
Balance at 31 December 2023
1,500,100
(805,419)
694,681
AMBROSI (UK) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
18
(97,989)
99,891
Interest paid
(267,014)
(102,298)
Net cash outflow from operating activities
(365,003)
(2,407)
Investing activities
Purchase of subsidiary
(4,890,995)
-
0
Interest received
-
0
24
Net cash (used in)/generated from investing activities
(4,890,995)
24
Financing activities
Proceeds from borrowings
5,886,470
26,908
Repayment of bank loans
-
0
(653,841)
Net cash generated from/(used in) financing activities
5,886,470
(626,933)
Net increase/(decrease) in cash and cash equivalents
630,472
(629,316)
Cash and cash equivalents at beginning of year
114,715
744,031
Cash and cash equivalents at end of year
745,187
114,715
AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

Ambrosi (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Grosvenor House, 65-71 London Road, Redhill, Surrey, United Kingdom, RH1 1LQ.

1.1
Reporting period

The company prepares the financial statements on annual basis. However the company has presented half yearly financial statements strictly for management use only. The comparative amounts presented in these financial statements (including the related notes) are not entirely comparable.

1.2
Accounting convention

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

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

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

Ambrosi (UK) Limited is a wholly owned subsidiary of Ambrosi S.p.A, a company incorporated in Italy whose parent company is Gruppo Lactalis Italia. During the the year, Ambrosi S.p.A was acquired by Gruppo Lactalis Italia which is a wholly owned subsidiary of Groupe Lactalis and is regarded by the directors as being ultimate parent company and the results of Ambrosi (UK) Limited are included in the consolidated financial statements of Groupe Lactalis which are available from Via 10-20 Rue Adolphe Beck, Laval, Pays-de-la-Loire, 53089, France.

1.3
Going concern

The company operations are financed by equity and related parties borrowings.true

 

At the reporting date, the company loss before tax was £387k (2022: (£120k)) and net assets balance of £694k (2022: £1.08m).

 

Due to the nature of the business, interest on loans represent a significant proportion of the company's expenditure. The company utilised support from its related parties to meet its day today operations.

 

In accordance with their responsibilities, the directors have considered the appropriateness of the going concern basis for the preparation of the financial statements and have reviewed the financial requirements for the next 12 months from the date of the approval of the financial statements.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received for the management fees provided in the normal course of business, and is shown net of VAT and other sales related taxes.

 

Revenue from management fees is recognised based on payment agreed between the company and its subsidiary.

AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

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

 

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

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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

 

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

 

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

AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

1.8
Equity instruments

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

AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.9
Employee benefits

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

 

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

 

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

1.10

Comparative periods

There were no changes in comparative figures during the year.

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

Carrying value of investments

Investments are held at cost less any necessary provision for impairment. Where the impairment assessment did not provide any indication of impairment, no provision is required. If any such indications exist, the carrying value of an investment is written down to its recoverable amount.

3
Turnover and other revenue
2023
2022
£
£
Other revenue
Interest income
-
24
Management fees
25,000
39,167
4
Operating loss
2023
2022
Operating loss for the period is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
7,850
7,300
AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
5
Employees

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

2023
2022
Number
Number
Directors
3
3
Secretary
1
1
Total
4
4
2023
2022
Wages and salaries
84,500
25,000
6
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
-
0
24
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
-
0
24

 

 

7
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
267,014
102,298
AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
8
Taxation

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

2023
2022
£
£
Loss before taxation
(387,131)
(120,687)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(96,783)
(22,931)
Tax effect of expenses that are not deductible in determining taxable profit
5,600
3,179
Unutilised tax losses carried forward
91,183
19,752
Taxation charge for the period
-
-
9
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
10
9,828,374
4,937,379
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
4,937,379
Additions
4,890,995
At 31 December 2023
9,828,374
Carrying amount
At 31 December 2023
9,828,374
At 31 December 2022
4,937,379

During the year, the company acquired 100% shares of Hawkridge Farmhouse Cheese Limited. The fair value of the investment has been arrived at on the basis of a valuation carried out at 21 March 2023 by Bradleys Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar entities.

 

 

 

 

AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Anthony Rowcliffe & Son Limited
England and Wales
Importers and wholesalers of cheeses
Ordinary shares
100.00
-
Hawkridge Farmhouse Cheese Limited
England and Wales
Wholesale of dairy products, eggs and edible oils and fats
Ordinary shares
100.00
-
*Deli To Your Door Limited
England and Wales
Retail sale via mail order houses or via Internet
Ordinary shares
-
100.00

* The company's subsidiary, Deli To Your Door Limited was taken into Liquidation during the year on 29 August 2023.

11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
15,000
-
0
Other debtors
2,500
-
0
17,500
-
0
12
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Other borrowings
14
9,147,778
-
0
Trade creditors
19,727
11,056
Amounts owed to group undertakings
698,010
672,735
Taxation and social security
-
0
5,783
Accruals and deferred income
30,865
19,400
9,896,380
708,974
13
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Amounts owed to group undertakings
14
-
0
3,261,308
AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
14
Loans and overdrafts
2023
2022
£
£
Loans from group undertakings
9,147,778
3,261,308
Payable within one year
9,147,778
-
0
Payable after one year
-
0
3,261,308

During the year, loan to Anthony Rowcliffe and Son Limited was paid in full.

 

The company obtained loans from B.S.A. Finances S.N.C. (a related party) during the year at an agreed compounded base rate + 1.05% per annum with the sole purpose of financing general corporate requirements. The loan is repayable in one instalment on the maturity date i.e. 24 September 2024.

15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,500,100
1,500,100
1,500,100
1,500,100
16
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
25,000
25,000
Transactions with related parties

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

Services provided
Loan interest
2023
2022
2023
2022
£
£
£
£
Anthony Rowcliffe & Son Limited
25,000
39,167
45,608
67,216
Ambrosi S.p.A
-
-
25,523
29,589
B.S.A. Finances S.N.C.
-
-
195,882
-

 

 

 

 

 

 

AMBROSI (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Related party transactions
(Continued)
- 21 -
2023
2022
Amounts due to related parties
£
£
Anthony Rowcliffe & Son Limited
683,011
2,907,235
Ambrosi S.p.A
-
1,026,808
B.S.A. Finances S.N.C.
9,147,778
-
17
Ultimate controlling party

Groupe Lactalis, a company incorporated in France, is regarded by the directors as being the company's ultimate parent company. Ambrosi S.p.A, a company incorporated in Italy was acquired during the year by Gruppo Lactalis Italia which is 100% subsidiary of Groupe Lactalis.

 

Ambrosi S.p.A is a parent company of Ambrosi (UK) Limited which ultimately holds 100% shareholding in Anthony Rowcliffe and Son Limited and Hawkridge Farmhouse Cheese Limited.

 

Copies of the consolidated financial statements can be obtained from the holding company's address at Via 10-20 Rue Adolphe Beck, Laval, Pays-de-la-Loire, 53089, France.

18
Cash (absorbed by)/generated from operations
2023
2022
£
£
Loss for the year after tax
(387,131)
(120,687)
Adjustments for:
Finance costs
267,014
102,298
Investment income
-
0
(24)
Movements in working capital:
Increase in debtors
(17,500)
-
0
Increase in creditors
39,628
118,304
Cash (absorbed by)/generated from operations
(97,989)
99,891
19
Analysis of changes in net debt
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
114,715
630,472
745,187
Borrowings excluding overdrafts
(3,261,308)
(5,886,470)
(9,147,778)
(3,146,593)
(5,255,998)
(8,402,591)
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