REGISTERED NUMBER: 08707716 (England and Wales)

Granarolo UK Limited

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

A G Bosco

F Marchi

E Rizzoli

REGISTERED OFFICE:

Brierly Place

New London Road

Chelmsford

Essex

CM2 0AP

REGISTERED NUMBER:

08707716 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

The directors present their strategic report for the year ended 31 December 2024.

The principal activity of the company in the year under review was that of the retail and wholesale marketing of a wide range of Italian Cheeses including our own "Granarolo" range of produce.

Key financial highlights are as follows:

2024

2023

2022

2021 (restated)

12 months

12 months

12 months

12 months

Turnover (£   's)

31,404

25,475

20,520

14,496

Turnover growth (£   's)

5,929

4,955

6,024

2,193

Gross profit margin

8.98%

5.18%

5.43%

6.44%

REVIEW OF BUSINESS

In the UK, in 2024, the Granarolo Group accounts for 12.7% of Italian export volumes, increasing from 11.1% in 2023. The Group is a leading player in the private label category as the producer of Italian fresh and hard cheeses for several retail chains. Significant investment in our production capacity in Italy has allowed us to grow volumes in the UK. This growth is complimented by utilising and leveraging the distribution and warehousing of our subsidiary Midland Chilled Foods Limited.

Our philosophy of continued monitoring the right price-volume ratio is a key factor in maintaining good turnover and ensuring adequate profit levels.

The companies strategic objectives for 2025 are:

- Increase our volumes within the UK market via continued digital transformation and supply chain innovation;

- Innovate with a view to providing new product solutions in an ever changing market;

- Further develop the Granarolo brand in the UK by leveraging our farm to fork credentials in line with consumer demand and expectations

The 2025 operating profit target is expected to grow due to the maintenance of good prices, together with a stable market and good growth prospects in our market.

Souces: CLAL/ ISTAT data, December 2024, total cheese and dairy products, milk and cream butter, infant formula.

PRINCIPAL RISKS AND UNCERTAINTIES

The company aims to manage the uncertainty of future revenue streams by focusing on its proven market leading service, maintaining strong relationships with all of its customers, and introducing the plant range of produce to the UK to diversify into new and emerging markets.

The principal credit risk arises from the trade debtors and is managed by credit reference and credit insurance together with robust procedures for the collection of monies due to the company.

ON BEHALF OF THE BOARD:

A G Bosco - Director

24 July 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the retail and wholesale marketing of a wide range of Italian Cheeses including our own "Granarolo" range of produce.

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of £45,000 per share.

The total distribution of dividends for the year ended 31 December 2024 will be £ 4,500,000 .

DIRECTORS

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

A G Bosco

F Marchi

Other changes in directors holding office are as follows:

R S Piaggi - resigned 8 February 2024

F Fanetti - appointed 8 February 2024

E Rizzoli was appointed as a director after 31 December 2024 but prior to the date of this report.

F Fanetti ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A G Bosco - Director

24 July 2025

Opinion

We have audited the financial statements of Granarolo UK Limited (the 'company') for the year ended 31 December 2024 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 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 Strategic Report and 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.

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 Directors 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 Directors 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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.

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

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- we considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- we considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit, also all areas where fraud might occur in the financial statements and how;

- we considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors these programmes and controls;

- we considered how the directors and management respond to risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- we performed detailed analytical procedures to identify and unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Darren Barlow (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

24 July 2025

TURNOVER

31,403,952

25,474,852

Cost of sales

28,585,385

24,154,324

GROSS PROFIT

2,818,567

1,320,528

Administrative expenses

1,415,673

895,546

OPERATING PROFIT

4

1,402,894

424,982

Interest payable and similar expenses

5

507,463

336,164

PROFIT BEFORE TAXATION

895,431

88,818

Tax on profit

6

236,361

17,087

PROFIT FOR THE FINANCIAL YEAR

659,070

71,731

PROFIT FOR THE YEAR

659,070

71,731

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

659,070

71,731

FIXED ASSETS

Intangible assets

8

182,250

202,500

Investments

9

8,942,923

8,942,923

9,125,173

9,145,423

CURRENT ASSETS

Stocks

10

1,061,580

772,354

Debtors

11

14,583,744

11,745,981

Cash at bank

67,657

117,136

15,712,981

12,635,471

CREDITORS

Amounts falling due within one year

12

10,718,813

10,824,115

NET CURRENT ASSETS

4,994,168

1,811,356

TOTAL ASSETS LESS CURRENT LIABILITIES

14,119,341

10,956,779

CREDITORS

Amounts falling due after more than one year

13

12,703,492

5,700,000

NET ASSETS

1,415,849

5,256,779

CAPITAL AND RESERVES

Called up share capital

14

100

100

Share premium

15

499,900

499,900

Retained earnings

15

915,849

4,756,779

SHAREHOLDERS' FUNDS

1,415,849

5,256,779

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2025 and were signed on its behalf by:

A G Bosco - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

100

4,685,048

499,900

5,185,048

Changes in equity

Total comprehensive income

-

71,731

-

71,731

Balance at 31 December 2023

100

4,756,779

499,900

5,256,779

Changes in equity

Dividends

-

(4,500,000

)

-

(4,500,000

)

Total comprehensive income

-

659,070

-

659,070

Balance at 31 December 2024

100

915,849

499,900

1,415,849

Cash flows from operating activities

Cash generated from operations

1

4,974,959

457

Interest paid

(507,463

)

(336,164

)

Tax paid

(16,975

)

73,334

Net cash from operating activities

4,450,521

(262,373

)

Cash flows from financing activities

Equity dividends paid

(4,500,000

)

-

Net cash from financing activities

(4,500,000

)

-

Decrease in cash and cash equivalents

(49,479

)

(262,373

)

Cash and cash equivalents at beginning of year

2

117,136

379,509

Cash and cash equivalents at end of year

2

67,657

117,136

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

2024

2023

£

£

Profit before taxation

895,431

88,818

Depreciation charges

20,250

20,250

Finance costs

507,463

336,164

1,423,144

445,232

(Increase)/decrease in stocks

(289,226

)

54,942

Increase in trade and other debtors

(1,827,652

)

(898,435

)

Increase in trade and other creditors

5,668,693

398,718

Cash generated from operations

4,974,959

457

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 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

67,657

117,136

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

117,136

379,509

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

117,136

(49,479

)

67,657

117,136

(49,479

)

67,657

Total

117,136

(49,479

)

67,657

1.	STATUTORY INFORMATION

Granarolo UK 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.

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.

Preparation of consolidated financial statements

The financial statements contain information about Granarolo UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Granarolo S.P.A., Via Cadriano 27/2,40127 Bologna, Emilia Romagna, Italy.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgement, estimates and assumptions about carrying amounts 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 revision and future periods where the revision affects both current and future periods.

In preparing these financial statements the directors have made judgements including:

Useful economic lives of tangible fixed assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

Sales ledger bad debt provisions

Management review debts on a case by case basis to highlight deviation from terms and therefore possible provision requirement.

Stock provisions

Through experience over time, the management have formulated a standard policy of provisioning based on stock movement. This is monitored on an ongoing basis and judgement used on a line by line basis should trends change significantly.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2014, is being amortised evenly over its estimated useful life of twenty years.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Goodwill amortisation

20,250

20,250

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Loan

507,463

336,164

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

223,858

558

Corporation tax prior year adj

12,503

-

Total current tax

236,361

558

Deferred tax

-

16,529

Tax on profit

236,361

17,087

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:

2024

2023

£

£

Profit before tax

895,431

88,818

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.519%)

223,858

20,889

Effects of:

Expenses not deductible for tax purposes

-

129

Utilisation of tax losses

-

(3,931

)

Adjustments to tax charge in respect of previous periods

12,503

-

Total tax charge

236,361

17,087

7.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Final

4,500,000

-

8.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

405,000

AMORTISATION

At 1 January 2024

202,500

Amortisation for year

20,250

At 31 December 2024

222,750

NET BOOK VALUE

At 31 December 2024

182,250

At 31 December 2023

202,500

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

8,942,923

NET BOOK VALUE

At 31 December 2024

8,942,923

At 31 December 2023

8,942,923

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Midland Chilled Foods Limited

Registered office: Brierly Place, New London Road, Chelmsford, Essex, CM2 0AP

Nature of business: Wholesale marketing of chilled foods

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

11,180,828

8,671,459

Profit for the year

2,509,369

1,067,384

10.

STOCKS

2024

2023

£

£

Stocks

1,061,580

772,354

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

6,473,590

4,675,756

Amounts owed by group undertakings

8,031,782

7,021,671

VAT

35,944

28,653

Prepayments and accrued income

42,428

19,901

14,583,744

11,745,981

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

921,667

488,812

Amounts owed to group undertakings

9,443,288

10,314,331

Tax

223,858

4,472

Accrued expenses

130,000

16,500

10,718,813

10,824,115

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

12,703,492

5,700,000

Group creditors more than one year include a loan attracting interest at a rate of Euribor 6M/360 + 2,5% and is repayable upon agreed terms, quarterly.