| REGISTERED NUMBER: |
| GELATO GROUP UK LIMITED |
| Financial Statements for the Year Ended 31 December 2024 |
| REGISTERED NUMBER: |
| GELATO GROUP UK LIMITED |
| Financial Statements for the Year Ended 31 December 2024 |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Contents of the Financial Statements |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Statement of Financial Position | 2 |
| Notes to the Financial Statements | 3 |
| GELATO GROUP UK LIMITED |
| Company Information |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| Chartered Accountants and Statutory Auditors |
| 36-38 Northland Row |
| Dungannon |
| Co. Tyrone |
| BT71 6AP |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Statement of Financial Position |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| NON-CURRENT ASSETS |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Receivables: amounts falling due within one year |
6 |
| Debtors: amounts falling due after more than one year |
6 |
| Cash at bank |
| PAYABLES |
| Amounts falling due within one year | 7 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital |
| Other reserves | 8 |
| Retained earnings | 8 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Notes to the Financial Statements |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Gelato Group UK Limited is a |
| 2. | STATEMENT OF COMPLIANCE |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 Section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| Revenue |
| Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances. |
| Sale of goods |
| Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods. |
| Rendering of services |
| Turnover from the rendering of services is recognised by reference to the stage of the completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably. |
| Property, plant and equipment |
| Property, plant and equipment is measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following basis: |
| Fixtures & Fittings | 3 Years Straight Line |
| Computer Equipment | 3 Years Straight Line |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Notes to the Financial Statements - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. |
| (i) Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances and amounts owed by group companies are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. |
| At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in 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 the Income Statement. |
| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
| (ii) Financial liabilities |
| Basic financial liabilities, including trade and other payables, bank loans and overdrafts and hire purchase contracts 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. |
| 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. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| (iii) Offsetting |
| Financial assets and liabilities are offset and 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. |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Notes to the Financial Statements - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Taxation |
| Income tax expense represents the sum of the tax currently payable and deferred tax. |
| The tax currently payable is based on the taxable profit for the year. Taxable profit differs from profit as reported in the statement of profit and loss because of items of income and expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. |
| Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probably that table profit will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. |
| Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. |
| Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. |
| 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. |
| Share capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as deductions, net of tax, from the proceeds. |
| Cash flow statement |
| The company has availed of the exemption in FRS 102 Section 1A from the requirement to prepare a Statement of Cash Flows because it is classified as a small company. |
| 4. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Notes to the Financial Statements - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | PROPERTY, PLANT AND EQUIPMENT |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 6. | RECEIVABLES |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Amounts falling due after more than one year: |
| Other debtors |
| Aggregate amounts |
| Amounts owed by group undertakings are interest free and repayable on demand. |
| 7. | PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade payables | ( |
) |
| Taxation and social security |
| Other payables |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Notes to the Financial Statements - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | RESERVES |
| Share option information: |
| A new employee equity program was launched in 2016 with the shareholders authorising up to 2 million B-shares to be used for the program. The equity program allows management to grant selected employees options and to give them the opportunity to purchases restricted stock in the parent company OP Invest AS. The expenses are allocated to the subsidiary where the employees are employed. Option grants typically vest quarterly over a three-year period after a 6 to 9 month waiting period. Restricted stock typically vests in a similar fashion. Prior to vesting, the Group has a right to buy back restricted stock from the employee if the employee ends their employment with a Group company for any reason. |
| The Group operates an equity-settled, share-based compensation plan, under which the entity received services from employees as consideration for equity instruments (stock options) of the Group. |
| The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expenses is determined by reference to the fair value of the options granted. |
| At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement of profit or loss, with a corresponding adjustment to equity. |
| The fair value of services received in return for stock options granted is measured using the Black & Scholes option pricing model. The significant inputs into the model are weighted average share price at the grant date, exercise price shown above, volatility of 40%, an expected option life of three years and an annual risk-free interest rate of 0.7%. |
| Maximum term of options granted is 7 years. |
| The number of share options movement is as follows: |
| i) Outstanding at the beginning of the year 468,949 |
| ii) Granted during the year 70,072 |
| iii) Forfeited during the year 48,442 |
| iv) Exercised during the year 15,116 |
| v) Expired during the year 2,667 |
| vi) Outstanding at the year end 472,796 |
| vii) Exercisable at the year end 381,339 |
| The total cost of the share options is as follows: |
| 31 December 2024 | £144,267 |
| 31 December 2023 | £222,492 |
| 31 December 2022 | £207,930 |
| 31 December 2021 | £127,107 |
| 31 December 2020 | £162,229 |
| 31 December 2019 | £271,616 |
| 31 December 2018 | £65,887 |
| 9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Auditors' Report was unqualified. |
| for and on behalf of |
| 10. | RELATED PARTY DISCLOSURES |
| The Company has an intercompany loan balance with Gelato AS of £1,138,408 (2023: £748,484) at the year end date. The loan is unsecured, bears no interest and is repayable on demand. |
| GELATO GROUP UK LIMITED (REGISTERED NUMBER: 11093573) |
| Notes to the Financial Statements - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 11. | ULTIMATE CONTROLLING PARTY |
| The company's immediate and ultimate parent undertakings is Gelato ASA. Gelato ASA was incorporated in Norway. Copies of the group accounts may be obtained from the Company Secretary, Regnskapsregiseretndregistrene, Postboks 900, 8910 Bronnoysund, Norway. The ultimate controlling party is OP Invest AS who controls 100% of the shares of Gelato ASA. |