Case TopCo Limited - Limited company accounts 25.1

REGISTERED NUMBER: 09024915 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Case TopCo Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

to

4

Report of the Independent Auditors

5

to

8

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

to

16

DIRECTORS:

Mr D Boudy

Ms R Sudhir

Mr N Taylor

Mr H G Verdino

Mr R M Muller

SECRETARY:

Mr R M Muller

REGISTERED OFFICE:

The Bakery

Gardner Road

Maidenhead

Berkshire

SL6 7TU

REGISTERED NUMBER:

09024915 (England and Wales)

AUDITORS:

Clifford Roberts Chartered Accountants

63 Broad Green

Wellingborough

Northamptonshire

NN8 4LQ

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

PRINCIPLE ACTIVITY

The company is the intermediate holding company with Mademoiselle Desserts Taunton Limited being the sole trading subsidiary. The company is wholly owned by Mademoiselle Desserts International, the ultimate holding company of the group.

REVIEW OF BUSINESS

Interest payable remained similar as no loan repayments were made.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk faced by the company is the adverse movements in interest rates. The interest is accrued but not paid in cash. However, there are sufficient financial resources available within the company's subsidiary if payment is required.

FUTURE DEVELOPMENTS

Debt instruments held by the company bear fixed rate interest and is not repayable within a period of 12 months following the balance sheet date. Hence the future performance of the company is expected to be in line with the current year.

GOING CONCERN

The company currently has net liabilities. As the liability is intercompany and is not repayable within 12 months of the balance sheet date, the directors consider that going concern basis remains applicable.

ON BEHALF OF THE BOARD:

Mr N Taylor - Director

29 July 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

Mr D Boudy

Ms R Sudhir

Mr N Taylor

Mr H G Verdino

Other changes in directors holding office are as follows:

Mr R M Muller was appointed as a director after 31 December 2024 but prior to the date of this report.

Mr E Sabatie-Garat ceased to be a director after 31 December 2024 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

Principle activity, future developments and financial risk management objectives and policies in respect of the exposure to interest rate risks are set out in the strategic report (as defined by section 414 C (11) of the Companies Act 2006).

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clifford Roberts Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr N Taylor - Director

29 July 2025

Opinion

We have audited the financial statements of Case TopCo Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 loss 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.

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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-

We obtained an understanding of the legal and regulatory framework applicable to the company and
the sector in which they operate. We determined that the following laws and regulations were most
significant: the Companies Act 2006, UK Generally Accepted Accounting Practice and UK corporate
taxation laws.

-

We obtained an understanding of how the company is complying with those legal and regulatory
frameworks by making inquiries to the management and by observing the oversight of management,
the culture of honesty and ethical behaviour and whether strong emphasis is placed on fraud
prevention, which may reduce the opportunities for fraud to take place, and fraud deterrence, which
could persuade individuals not to commit fraud in the first instance . We corroborated our inquiries
through our review of all relevant available audit information.

-

We assessed and understood the susceptibility of the company's financial statements to material
misstatement, including how fraud might occur. Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and regulations. The audit procedures
performed by the engagement team included:

>

Identifying and assessing the design and effectiveness of controls management has in place to
prevent and detect fraud;

>

Understanding of how senior management considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;

>

Challenging assumptions and judgements made by management in its significant accounting
estimates;

>

Performing audit work over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness, evaluating the business rationale of significant
transactions outside the normal course of business and reviewing accounting estimates for bias;
and,

>

Assessing the extent of compliance with relevant laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Andrew Greenhalgh BFP FCA (Senior Statutory Auditor)

for and on behalf of Clifford Roberts Chartered Accountants

63 Broad Green

Wellingborough

Northamptonshire

NN8 4LQ

29 July 2025

TURNOVER

-

Administrative expenses

2,030

2,029

OPERATING LOSS

4

(2,030

)

(2,029

)

Interest payable and similar expenses

5

(508,725

)

(520,684

)

LOSS BEFORE TAXATION

(510,755

)

(522,713

)

Tax on loss

6

-

LOSS FOR THE FINANCIAL YEAR

(510,755

)

(522,713

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(510,755

)

(522,713

)

FIXED ASSETS

Investments

7

9,610,605

CURRENT ASSETS

Debtors

8

918

Cash at bank

6,661

6,841

7,579

7,759

CREDITORS

Amounts falling due within one year

9

3,173,415

2,662,840

NET CURRENT LIABILITIES

(3,165,836

)

(2,655,081

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

6,444,769

6,955,524

CREDITORS

Amounts falling due after more than one
year

10

9,794,173

NET LIABILITIES

(3,349,404

)

(2,838,649

)

CAPITAL AND RESERVES

Called up share capital

11

112,500

Share premium

12

229,167

Retained earnings

12

(3,691,071

)

(3,180,316

)

SHAREHOLDERS' FUNDS

(3,349,404

)

(2,838,649

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2025 and were signed on its behalf by:

Mr N Taylor - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Balance at 1 January 2023

112,500

(2,657,603

)

229,167

(2,315,936

)

Changes in equity

Total comprehensive income

-

(522,713

)

-

(522,713

)

Balance at 31 December 2023

112,500

(3,180,316

)

229,167

(2,838,649

)

Changes in equity

Total comprehensive income

-

(510,755

)

-

(510,755

)

Balance at 31 December 2024

112,500

(3,691,071

)

229,167

(3,349,404

)

1.	STATUTORY INFORMATION

Case TopCo 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.

The financial statements are presented in Sterling (£), and are prepared to 31st December each year.

Going concern

The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The company has net liabilities driven largely by long-term intercompany borrowing. The directors have obtained assurance from the board of Holding Mademoiselle Desserts that these amounts will not be recalled within 12 months of the date of signing of these accounts and therefore they consider that the preparation of the financial statements on a going concern basis is appropriate.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Case TopCo 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 undertakings are included by full consolidation in the consolidated financial statements of its parent, Emmi AG, Landenbergstrasse 1, 6005 Lucerne, Switzerland.

Significant judgements and estimates

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

There are no key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment. Impairment losses are recognised immediately in the income statement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Debtors

Amounts due from group companies not included as borrowings and interest receivable are recognised initially at the transaction price less attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Creditors

Interest accruals and deferred income are recognised initially at the transaction price plus attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Dividends

Dividend distribution to the company shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Borrowings

Interest bearing borrowings are initially recorded at present value of future payments discounted at a market rate of interest. They are subsequently carried at amortised cost less any impairment losses. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Interest payable/receivable

Interest payable and similar expenses include interest payable. Other interest receivable and similar income include interest receivable on funds invested.Interest income and interest payable are recognised in the profit or loss as they accrue, using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

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

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

2024

2023

£

Directors' remuneration

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

Auditors' remuneration

1,850

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

Loan Interest

508,725

520,684

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

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

£

Loss before tax

(510,755

)

(522,713

)

Loss multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 23.520%)

(127,689

)

(122,942

)

Effects of:

Group relief

127,689

122,942

Total tax charge

-

Increases in the UK corporation tax rate to 25% (effective from 1 April 2023).

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

9,610,605

NET BOOK VALUE

At 31 December 2024

9,610,605

At 31 December 2023

9,610,605

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

Mademoiselle Desserts Taunton Ltd

Registered office: The Bakery, Gardner Road, Maidenhead, Berkshire, UK.

Nature of business: Production of frozen dessert products

%

Class of shares:

holding

Ordinary £1

100.00

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Deferred tax asset

918

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed to group undertakings

2,660,992

2,140,309

Accrued expenses

3,698

1,847

Interest payable

508,725

520,684

3,173,415

2,662,840

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2024

2023

£

Amounts owed to group undertakings

9,794,173

11.	CALLED UP SHARE CAPITAL

2024

2023

£

600,000 A ordinary shares of £0.05 each

30,000

234,375 B1 ordinary shares of £0.20 each

46,875

46,875 B2 ordinary shares of £0.20 each

9,375

46,875 B3 ordinary shares of £0.20 each

9,375

46,875 B4 ordinary shares of £0.20 each

9,375

25,000 B5 ordinary shares of £0.30 each

7,500

112,500

Called up share capital

The 'A' ordinary shares have full voting, dividend and capital distribution rights but do not confer any rights of redemption.

All classes of 'B' shares rank pari passu with each other in all respects, having full voting and dividend rights pari passu with the 'A' ordinary shares and the right to participate in a capital distribution up to the value of the amount paid up on each class of share.

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

At 1 January 2024

(3,180,316

)

229,167

(2,951,149

)

Deficit for the year

(510,755

)

-

(510,755

)

At 31 December 2024

(3,691,071

)

229,167

(3,461,904

)

Retained earnings

Includes all current and prior period retained profit and losses.

Share premium

This represents the additional amounts shareholders paid for their issued shares in excess of the nominal value of those shares, less the cost of issue.

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

14.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Holding Mademoiselle Desserts, a company incorporated in France, which is a subsidiary of Emmi AG, a company registered in Switzerland and listed at the Swiss Stock Exchange.

The directors of the company consider the publicly listed Emmi AG to be its ultimate controlling party. The company is included within the consolidated accounts of Emmi AG, which are available from their registered address Landenbergstrasse 1, 6002 Lucerne, Switzerland.