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REGISTERED NUMBER: 14262444 (England and Wales)















REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

GRASTIM UK LTD

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024










Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Income Statement 7

Balance Sheet 8

Notes to the Financial Statements 9


GRASTIM UK LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: B Pavolini
A Vajatica
C Mattera





REGISTERED OFFICE: 38 Craven Street
London
WC2N 5NG





REGISTERED NUMBER: 14262444 (England and Wales)





AUDITORS: Belluzzo Audit Limited
Chartered Accountants and Statutory Auditors
38 Craven Street
London
WC2N 5NG

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their report with the financial statements of the company for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

B Pavolini
A Vajatica
C Mattera

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Belluzzo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





B Pavolini - Director


7 April 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GRASTIM UK LTD


Opinion
We have audited the financial statements of Grastim UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GRASTIM UK LTD


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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GRASTIM UK LTD


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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach to identifying and assessing the risks of material misstatements in respect of
irregularities, including fraud and non-compliance with laws was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors
other management, and from our commercial knowledge and experience of the sector;

-focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, UK tax legislation.

-we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
-performed analytical procedures to identify any unusual or unexpected relationships;
-tested journal entries to identify unusual transactions;
-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
-investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;
-enquiring of management as to actual and potential litigation and claims;


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GRASTIM UK LTD

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.




Tony Castagnetti (Senior Statutory Auditor)
for and on behalf of Belluzzo Audit Limited
Chartered Accountants and Statutory Auditors
38 Craven Street
London
WC2N 5NG

11 April 2025

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

Period
1.8.23
Year Ended to
31.12.24 31.12.23
£    £   

TURNOVER 1,672,352 260,111

Cost of sales (1,338,655 ) (220,495 )
GROSS PROFIT 333,697 39,616

Administrative expenses (96,785 ) (38,620 )
OPERATING PROFIT 236,912 996


Interest payable and similar expenses (119,412 ) -
PROFIT BEFORE TAXATION 117,500 996

Tax on profit 65,013 -
PROFIT FOR THE FINANCIAL YEAR 182,513 996

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £   
FIXED ASSETS
Tangible assets 4 2,546,229 1,955,338

CURRENT ASSETS
Debtors 5 1,379,086 487,480
Cash at bank and in hand 239,934 298,933
1,619,020 786,413
CREDITORS
Amounts falling due within one year 6 (2,053,809 ) (2,212,719 )
NET CURRENT LIABILITIES (434,789 ) (1,426,306 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,111,440

529,032

CREDITORS
Amounts falling due after more than one
year

7

(879,995

)

(500,000

)
NET ASSETS 1,231,445 29,032

CAPITAL AND RESERVES
Called up share capital 1,020,000 100
Retained earnings 211,445 28,932
1,231,445 29,032

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 7 April 2025 and were signed on its behalf by:





B Pavolini - Director


GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


1. STATUTORY INFORMATION

Grastim UK Ltd 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" including the provisions of Section 1A "Small Entities" 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.

Revenues from rendering of services are recognized when it is probable that an economic benefit associated with the transaction will flow to the entity and the amount of revenue can be measured reliably.

Tangible fixed assets
The installation of the power production plant is presently in progress, and depreciation will commence in the accounting period during which the asset becomes available for use.

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

Financial instruments
An entity recognises a financial asset or a financial liability only when the entity becomes a party to the contractual provisions of the instrument.

Financial assets

The company's financial assets comprise basic financial instruments, being trade and other receivables, amounts owed by group undertakings, cash and bank balances.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of no more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months or less from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Trade, other receivable and amounts owed by group undertakings are measured at transaction price less any impairment. Any impairment loss is recognised in the Profit and Loss.
Basic debt instruments and commitments to receive a loan and to make a loan to another entity that meet the conditions in FRS 102:11.8(c) can, after initial recognition, be measured at fair value through profit or loss, provided that this results in more relevant information.

Financial assets are derecognised when contractual rights to the cash flows from the financial asset expires or are settled, or when substantially all the risks and rewards of ownership have been transferred.

Financial liabilities

The company's financial liabilities comprise of basic financial liabilities, including trade and other payables. These are initially recognised at transaction price.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled, or expires.

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.

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2024 1,955,338
Additions 590,891
At 31 December 2024 2,546,229
NET BOOK VALUE
At 31 December 2024 2,546,229
At 31 December 2023 1,955,338

The installation of the power production plant is presently in progress, and depreciation will commence in the accounting period during which the asset becomes available for use.

5. DEBTORS
2024 2023
£    £   
Amounts falling due within one year:
Trade debtors 1,257,105 261,248
Other debtors 67,990 226,232
1,325,095 487,480

Amounts falling due after more than one year:
Other debtors 53,991 -

Aggregate amounts 1,379,086 487,480

The balance of debtors due after more than one year consists of a deferred tax asset. This asset relates to anticipated tax benefits arising from projected profits in the 2026 financial year.

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts - 97
Trade creditors 557,094 529,268
Amounts owed to group undertakings 1,365,808 1,494,750
Taxation and social security 7,234 -
Other creditors 123,673 188,604
2,053,809 2,212,719

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

In the reporting period the company initiated one short term loan agreement with the parent company. This loan amounts to £800,000 and is scheduled for repayment in a single instalment within March 2025 and carries an annual interest rate of 0.5% above the Bank of England's rate, with a minimum interest rate at 5.75%.

In the reporting period the company initiated a 6 years long term loan agreement with the new shareholder Simest S.P.A. The loan amounts to €598.532 (Euro) and is scheduled for repayment in instalments commencing from November 2025 and May 2026 and carries an annual interest rate of 5.18%.

Amendments were made to the repayment terms for the £500,000 long term loan agreement with the parent company dated January 2023. The company will repay the loan in 6 equal annual instalments on 30th December each year and with the first on 30th December 2025 and the last instalment on 30th December 2030.

Amendments were made to the repayment terms for the £330,100 long term loan agreement with the parent company dated June 2023. The company will repay £20,000 in 6 equal annual instalments on the 30th December each year and with the first on 30th December 2025 and the last instalment on 30th December 2030.

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Amounts owed to group undertakings 879,995 500,000

8. CONTINGENT LIABILITIES

During the reporting period, a potential obligation for decommissioning costs emerged as a result of a new agreement undertaken by the company. This agreement pertains to the installation of a new power production plant and the provision of power supply to their client. Upon the conclusion of the agreement, the terms stipulate that the customer possesses the right to either acquire the production plant or request its decommissioning and disposal.

9. OTHER FINANCIAL COMMITMENTS

The total of future minimum payments under non-cancellable operating leases are:

a) not later than one year: £ 11,500
b) later than one year: nil

£8,000 will be due in January 2025 as arrangment fees for the new long term loan agreement with Intesa San Paolo S.P.A. (see Post Balance sheet events note).

10. RELATED PARTY DISCLOSURES

As at year end the balance owed to its parent company Grastim J.V. S.R.L. was £1,747,370 (2023: £ 2,108,988).

As at year end the balance owed to its associate company Grastim US CO was £34,735 (2023: £34,735).

As at year end the balance owed to its shareholder company Simest S.P.A. was £498,332 (2023: £Nil).

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


11. POST BALANCE SHEET EVENTS

After the conclusion of the fiscal year:
The company has executed an additional 6 years long term loan agreement amounting to £1,000,000 with Bank Intesa San Paolo S.P.A. This loan is scheduled for repayment in 23 quarterly equal instalments until 29th of October 2030. Interest will accrue on the loan balance at the rate of 2.95% above the Daily Sterling Overnight Interest Average (SONIA) starting from January 2025.

12. ULTIMATE CONTROLLING PARTY

The immediate parent company is Grastim JV Srl, a company registered in Italy with legal address in - Via Porta di Massa Interno Porto di Napoli Stazione Marittima Sussidiaria Capannone Iuta - 80133 - Napoli.

The ultimate parent company is Graded Holding Srl, a company incorporated in Italy with legal address in Napoli, Via Gen Girolamo Cala Ulloa, 38 - Italy.

The smallest and largest group of undertakings for which consolidated accounts have been drawn up is that headed by Graded Holding Srl and copies are available at its registered office in Italy.


There ultimate controlling party is Vito Grassi who holds the 51% of Graded Holding Srl shares.