Company registration number 13017549 (England and Wales)
CSM INGREDIENTS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CSM INGREDIENTS UK LIMITED
COMPANY INFORMATION
Directors
S Amodeo
(Appointed 30 July 2024)
VD Rodriguez
(Appointed 30 July 2024)
Secretary
S Brazier
Company number
13017549
Registered office
28 Elsinore Road
Old Trafford
Manchester
M16 0WF
Auditor
Sedulo Audit Limited
5th Floor Walker House
Exchange Flags
Liverpool
Merseyside
United Kingdom
L2 3YL
CSM INGREDIENTS UK LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 11
Statement of comprehensive income
14
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
15
Notes to the financial statements
16 - 27
CSM INGREDIENTS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

CSM Ingredients is a producer of the highest quality ingredients with a wide range across bakery fats, pastry, bread and other functional ingredients as well as food solutions for industrial bread manufacturers.

The Company is a wholly owned subsidiary of CSM Ingredients S.à.r.l. which has a production facility based in Manchester, serving customers across the UK and Europe. The Company also rents offices and space within a Research and Development centre at the Wirral site.

The Company was formed as a result of the purchase of the bakery ingredients activities from CSM Bakery Solutions Limited which occurred during 2021.

The m ain product segments are bread ingredients, icings, glazes, toppings and fillings (IGTF, subsequently renamed to fruits, fillings and coatings (FFC)), fats & oils, and pastry mixes.

As at 31 December 202 4, the company had 108 employees (2023: 109).

Results

Turnover for the year was £50,246,927 (2023: £54,194,854)

The Company reported an operating profit before in terest and tax of £530,105 (2023: .£1,362,460 loss).

CSM INGREDIENTS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

The principal risks and uncertainties identified by the Board of Managers are as follows:

Market and exchange rate

The Company applies Group principles for overall risk management, and Group policies covering specific areas such as foreign exchange risk, credit risk and liquidity risk.

The Company’s sales and purchases are mostly made in GBP, with a small proportion being made in other currencies. The Company holds loan balances in foreign currencies, therefore is exposed to foreign exchange rate risk. This risk is not considered to be material, as the loan creditors are largely offset by loan debtors.

Credit risk

Credit risks primarily arise through sales made to customers. These risks are closely monitored and followed, as the Company has policies in place to ensure that sales are made to customers under appropriate credit limits. The Company conducts a monthly review of the ageing of balances and each customer, and its associated credit limit is closely monitored.

Financial risk and interest rate risk management

Liquidity risk is the risk that the Company will not be able to obtain sufficient financial means to meet its obligations as they fall due.

The Company manages liquidity risk by maintaining adequate cash reserves and by monitoring actual cash flows. Borrowing facilities are available from the Group and have different terms, some are interest-free, others have both fixed and variable interest rates. The interest rate risk exposure consists primarily of borrowings at variable interest rates. The risk is managed by the Company by monitoring potential market developments and considering actions to mitigate potential negative impact.

The Company does not have financial assets with variable interest rate s.

Operational risk

The activities of the Company are labour intensive and heavily dependent on the supply of raw materials.

The Company’s profitability is affected by its ability to transfer labour costs and raw material inflation to its customers. The Company currently faces high cost inflation constraining profitability, which together with a number of initiatives already on-going aimed to improve efficiencies on the supply chain area as well as on the revenue management and pricing strategy should contribute to maintain and improve the EBITDA of the Company in 202 5.

Legal risks

Any legal risk is properly addressed by the legal department of the Company to ensure compliance with all regulations in force, especially regulations on personal safety and customs.

Safety and environmental risks

The Company believes that all injuries and occupational illnesses, as well as safety and

environmental incidents, are preventable, and the goal for all such events is zero. Safety procedures are put in place and respected by all employees to ensure that the goal is achievable.

Conflict in Ukraine

The armed conflict between Russia and Ukraine started on 24th February 2022. After some small initial disruptions, the business has meanwhile continued as normal. The Company will have certain indirect consequences such as the increase in some raw material and commodity prices mainly being sunflower derivatives, wheat and energy. It is expected that these increases would be offset by price increases.

CSM INGREDIENTS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Key performance indicators

The company measures KPI's to track performance of the business, a summary of the KPI's is shown below:

| Unit | 2024 | 2023
Turnover | £'000 | 50,247 | 54,195
Gross Profit | £'000 | 11,694 | 6,780
Gross Profit Margin | % | 23.2% | 12.5%
Operating Profit/(Loss) | £'000 | 530 | (1,362)
Operating Profit Margin | % | 1.05% | (2.51%)
Inventory Days | - | 50 | 48

The Company regularly monitors performance against budget and prior year. At the start of each year the company sets budgets and targets relating to financial and non—financial KPI’s including nets sales, distribution & admin expenses and attrition rates. For each measure the actual business performance is compared to the target and action taken to improve where required.

In 2024, net sales reached £50.2 million compared to £54.2 million in 2023.

The Company’s main financial KPI is EBITDA which for the year ended 31 December 2024 was a profit of £735K (£1.15 million loss in 2023). This was caused primarily by decrease in raw materials, greater efficiencies and control of SG & A costs.

CSM INGREDIENTS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Promoting the success of the company

In discharging the Board’s s172 responsibilities to promote the success of the company for its members as a whole, the Directors have regard, amongst other matters, to the:

- likely consequences of decisions in the long-term;

- interests of the Company’s employees;

- need to foster the Company’s business relationships with customers, suppliers and others;

- impact on the Company’s operation on the community and environment;

- desirability of the Company maintaining a reputation for high standards of business conduct; and

- need to act fairly between shareholders / stakeholders.

This section describes how the Directors have considered the matters set out in section 172(1) of the Companies Act 2006, as amended by the Companies (Miscellaneous Reporting) Regulations 2018, when performing their duty to promote the success of the Company. Further details on key actions regarding Employee Engagement and Business Relationships are also contained within the Directors’ Report.

The Company is a wholly owned indirect subsidiary of CSM S.a.r.l (“Parent”). As such, it is subject to the Group’s internal governance arrangements, including its delegated authority matrix, as is usual for a subsidiary entity that is part of a wider group. This matrix affects the decisions required to be taken by the Company with some matters requiring the approval of the Board of Parent, others requiring the approval of the Chief Executive and/or other members of the Executive Team and others being delegated to the leadership teams of the various trading business units, which are responsible for the day-to-day management of those business units.

The directors believe that strong performance requires passionate team members who are immersed in their daily work and are empowered to improve their portion of the business. Performance management and talent development is key to ensuring that the business thrives through developing our employees and bringing through talent in the most efficient way. Environmental, health and safety measures are of paramount importance across the business. As such, detailed metrics, actions and enhancements to the manner in which we work and our surrounding environments are constantly monitored including management walks to ensure employees remain safe. Regular communication is given to employees with project milestones status updates given, along with monthly commercial financial and operational updates. Regular Town Halls briefing from the management team happen on an ad hoc basis.

The business strives to provide innovative solutions and products to our customers for the services and solutions that are supplied. Close relationships are maintained with key customers at all levels with regular engagements through the dedicated teams. The business is very focused on Supply Chain management and relationships, strategic procurement officers engage to ensure the vital supply chain of goods flows into the business at the right time. Any relevant matters are raised and discussed at management level through to Board level with subsequent feedback into the business.

Social value is the long term, sustainable improvement for society that can be gained by promoting positive social, economic, and environmental impact. The company strives to undertake STEM (Science, technology, engineering and mathematics) learning into local schools to support interest in Food Science and Technology.

The business has a strong commitment to integrity based on a commitment to treat everyone fairly and with consideration. Our commitment to acting ethically is not just a core value but we know that it is the right thing to do and good for our business. The company has a code of conduct and several policies on things such as gifts and hospitality, modern day slavery and human trafficking. The company delivers regular training to all employees on anti-bribery and corruption.

CSM INGREDIENTS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

On behalf of the board

S Amodeo
Director
19 September 2025
CSM INGREDIENTS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of a specialist food ingredients producer and supplier.

Results and dividends

The results for the year are set out on page 14.

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

Directors

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

D Landweer
(Resigned 28 October 2024)
A Uva
(Resigned 30 July 2024)
S Amodeo
(Appointed 30 July 2024)
VD Rodriguez
(Appointed 30 July 2024)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Political donations

No political donations were made in the financial year (2023: nil).

Research and development

Research and development remains an integral part of the company's operations.

Post reporting date events

There have been no significant events affecting the company since the year end.

Future developments

The directors expect the general level of activity to increase consistent with 2024 in the forthcoming year. This is as a result of new product introductions, research and development and innovation as well as new legislation.

Energy and carbon report

The Company's greenhouse gas emissions and energy consumption are as follows:
Emissions resulting from activities for which the Company is responsible involving the combustion of gas (in tonnes of CO2 equivalent) 111,956.
Emissions resulting from the purchase of the electricity by the Company for its own use (in tonnes of CO2 equivalent) 274,270.
We have calculated and reported our emissions in line with the GHG Protocol Corporate Accounting and Reporting Standard (revised edition).
Recorded energy consumption during the period was 1,9 46,636 kWh equating to 3 86,226 CO2e.

CSM INGREDIENTS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information. This information is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Going Concern

The directors have concluded that the company has adequate resources for the foreseeable future.

For this reason, the directors continue to adopt the going concern basis of accounting in preparing the annual statements (see note 1.2)

On behalf of the board
S Amodeo
Director
19 September 2025
CSM INGREDIENTS UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

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

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- 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.

CSM INGREDIENTS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CSM INGREDIENTS UK LIMITED
- 9 -
Opinion

We have audited the financial statements of CSM Ingredients UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

CSM INGREDIENTS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CSM INGREDIENTS UK LIMITED (CONTINUED)
- 10 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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

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

Auditor's responsibilities for the audit of the financial statements

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

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

Based on our understanding of the company and industry, we identified that there are no particular principal risks of non-compliance with laws and regulations. We also considered those laws and regulation that have direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to increase profits, through management bias in manipulation of accounting for significant creditors and expenses.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Audit procedures performed included:

- Enquiry of management, those charged with governance around actual and potential litigation and claims.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

CSM INGREDIENTS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CSM INGREDIENTS UK LIMITED (CONTINUED)
- 11 -

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

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

Katelyn Dutton (Senior Statutory Auditor)
For and on behalf of Sedulo Audit Limited, Statutory Auditor
Chartered Accountants
5th Floor Walker House
Exchange Flags
Liverpool
Merseyside
L2 3YL
United Kingdom
19 September 2025
CSM INGREDIENTS UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
1,566,589
1,651,579
Investments
10
85
85
1,566,674
1,651,664
Current assets
Stocks
12
4,862,272
6,244,184
Debtors
13
7,867,152
9,056,815
Cash at bank and in hand
4,278,830
2,827,843
17,008,254
18,128,842
Creditors: amounts falling due within one year
14
(17,359,257)
(18,858,911)
Net current liabilities
(351,003)
(730,069)
Total assets less current liabilities
1,215,671
921,595
Creditors: amounts falling due after more than one year
15
-
0
(10,859)
Net assets
1,215,671
910,736
Capital and reserves
Called up share capital
18
100
100
Profit and loss reserves
1,215,571
910,636
Total equity
1,215,671
910,736

The notes on pages 16 to 27 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 19 September 2025 and are signed on its behalf by:
S Amodeo
Director
Company registration number 13017549 (England and Wales)
CSM INGREDIENTS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
2,072,924
2,073,024
Year ended 31 December 2023:
Loss and total comprehensive income
-
(1,162,288)
(1,162,288)
Balance at 31 December 2023
100
910,636
910,736
Year ended 31 December 2024:
Profit and total comprehensive income
-
304,935
304,935
Balance at 31 December 2024
100
1,215,571
1,215,671

The notes on pages 16 to 27 form part of these financial statements.

CSM INGREDIENTS UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
Turnover
3
50,246,925
54,194,659
Cost of sales
(38,552,792)
(47,414,550)
Gross profit
11,694,133
6,780,109
Distribution costs
(5,282,086)
(4,414,502)
Administrative expenses
(5,881,942)
(3,728,067)
Operating profit/(loss)
4
530,105
(1,362,460)
Interest payable and similar expenses
7
(92,081)
(128,404)
Profit/(loss) before taxation
438,024
(1,490,864)
Tax on profit/(loss)
8
(133,089)
328,576
Profit/(loss) for the financial year
304,935
(1,162,288)

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

The notes on pages 16 to 27 form part of these financial statements.

CSM INGREDIENTS UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
1,682,180
1,733,908
Income taxes paid
(20,667)
(236,125)
Net cash inflow from operating activities
1,661,513
1,497,783
Investing activities
Purchase of tangible fixed assets
(118,446)
(111,421)
Net cash used in investing activities
(118,446)
(111,421)
Financing activities
Interest paid
(92,081)
(128,404)
Net cash used in financing activities
(92,081)
(128,404)
Net increase in cash and cash equivalents
1,450,986
1,257,958
Cash and cash equivalents at beginning of year
2,827,843
1,569,885
Cash and cash equivalents at end of year
4,278,830
2,827,843

The notes on pages 16 to 27 form part of these financial statements.

CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

CSM Ingredients UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 28 Elsinore Road, Old Trafford, Manchester, M16 0WF.

1.1
Accounting convention

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

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

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’:

The financial statements of the company are consolidated in the financial statements of CSM Ingredients S.a.r.l. These consolidated financial statements are available from its registered office, 7 Rue Des Merovingiens L-8070, Luxembourg, Luxembourg, Luxembourg, L-8070.

1.2
Going concern

The Company’s financial statements as of 31st December 202 true 4 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business, for at least 12 months from the date of approval of the financial statements.

The Company has received a letter of continued support from its parent company who provides financing arrangements. As is the case for any company placing reliance on its parent company for financial support, the Directors acknowledge that there can be no certainty that this support will continue, although, at the date of approval of these financial statements, they have no reason to believe that is will not do so.

The potential impact of the war in Ukraine has been considered by the Company and it is not expected to materially impact the going concern basis assumption.

CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Turnover

A receivable is recognised when the control of goods is transferred to the buyer as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. The control over the goods is transferred when dispatch or delivery of the goods is completed based on shipping terms specified in purchase orders from the buyers. In general, the control is transferred to the buyer at the shipping point or the delivery destination.

Revenue is measured at the value of the consideration received or to be received. Revenue is reduced for estimated customer returns, rebates, trade discounts, pricing, and other allowances.

T he Company derives substantially all its revenue from the sale of products. The Company recognizes product sales revenues when control of a product is transferred to the customer. For the majority of product sales, transfer of control occurs when dispatch or delivery of the goods are completed based on shipping terms specified in the contracts with the customer. The cost of delivering finished goods to the Company’s customers is recorded as a component of cost of products sold, which includes cost of raw materials and consumables, production costs, and warehousing and distribution costs. Those costs include the amounts paid to a third party to deliver the finished goods. Any freight costs billed to and paid by a customer are included in net sales.

The Company does not typically include extended payment terms or significant financing components in our contracts with customers. Certain product sales contracts may include cash-based incentives (volume rebates or credits), which are accounted for as variable consideration. We estimate these amounts based on the expected forecast quantities to be provided to customers and reduce revenues recognized accordingly.

Incidental items that are immaterial in the context of the contract are recognized as expense in the period incurred. The Company generally expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within sales and marketing expenses. The Company treats shipping and handling activities that occur after control of the good transfers as fulfillment activities, and therefore, does not account for shipping and handling costs as a separate performance obligation.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
40 years straight line
Plant and equipment
10 years straight line
Fixtures and fittings
10 years straight line
Computers
4 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

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

CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Stocks

Inventories of raw materials, consumables, technical materials, and packaging are stated at the lower of average cost and net realizable value. Inventories of work in progress and finished products are stated at the lower of production cost and net realizable value. Total cost of production includes payroll costs and materials and an allocated part of the indirect production costs. A valuation adjustment is deducted for nonmarketable inventories.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

1.8
Financial instruments
Other financial assets

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

Impairment of financial assets

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

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

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

CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial assets

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

Other financial liabilities

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

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

Derecognition of financial liabilities

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

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Retirement benefits
1.11
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

The preparation of the consolidated financial statements in accordance with the Financial Reporting Standards 102 (FRS 102), requires management to make judgments, estimates, and assumptions that affect the application of accounting policies; the reported amounts of assets, liabilities, income, and expenses; and assumptions that affect amounts reported in the consolidated financial statements.

These estimates and judgments are evaluated on an ongoing basis and are based on experience, current and expected future conditions, third-party evaluations, and other various assumptions that are considered reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities, as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates.

The preparation of financial statements in conformity with FRS 102 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Actual results could differ from these estimates, and changes in these estimates are recorded when known.

There are no significant management judgment areas within the Company financial statements.

3
Turnover
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
46,680,973
49,459,399
Europe
3,383,116
4,527,680
Rest of world
182,836
207,580
50,246,925
54,194,659
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange gains
(24,731)
(217,683)
Depreciation of owned tangible fixed assets
203,436
216,049
Operating lease charges
91,669
146,497
CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
35,000
35,000
6
Employees

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

2024
2023
Number
Number
Production
58
59
Distribution
8
9
Sales
19
19
Research and development
9
9
Administration
12
14
Total
106
110

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
5,166,689
6,806,214
Social security costs
502,590
206,528
Pension costs
473,988
202,941
6,143,267
7,215,683
7
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
92,081
128,404
8
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
-
0
43,874
CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
2024
2023
£
£
(Continued)
- 22 -
Deferred tax
Origination and reversal of timing differences
133,089
(4,444)
Tax losses carried forward
-
0
(368,006)
Total deferred tax
133,089
(372,450)
Total tax charge/(credit)
133,089
(328,576)

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

2024
2023
£
£
Profit/(loss) before taxation
438,024
(1,490,864)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
109,506
(350,659)
Tax effect of expenses that are not deductible in determining taxable profit
5,893
7,017
Adjustments in respect of prior years
-
0
43,874
Deferred tax adjustments in respect of prior years
-
0
(25,589)
Fixed asset differences
17,690
17,308
Remeasurement of deferred tax for changes in tax rates
-
0
(20,527)
Taxation charge/(credit) for the year
133,089
(328,576)
CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
9
Tangible fixed assets
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
£
Cost
At 1 January 2024
1,255,793
69,864
495,243
302,446
124,866
2,248,212
Additions
-
0
111,446
-
0
7,000
-
0
118,446
At 31 December 2024
1,255,793
181,310
495,243
309,446
124,866
2,366,658
Depreciation and impairment
At 1 January 2024
202,365
-
0
224,969
110,404
58,895
596,633
Depreciation charged in the year
70,761
-
0
67,169
41,840
23,666
203,436
At 31 December 2024
273,126
-
0
292,138
152,244
82,561
800,069
Carrying amount
At 31 December 2024
982,667
181,310
203,105
157,202
42,305
1,566,589
At 31 December 2023
1,053,428
69,864
270,274
192,042
65,971
1,651,579
10
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
11
85
85
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
CSM Ingredients Ireland Limited
Ordinary
100.00
12
Stocks
2024
2023
£
£
Raw materials and consumables
2,093,013
2,063,235
Finished goods and goods for resale
2,769,259
4,180,949
4,862,272
6,244,184
CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
5,864,707
5,599,040
Corporation tax recoverable
266,813
246,146
Amounts owed by group undertakings
1,057,788
968,518
Other debtors
210,827
1,785,285
Prepayments and accrued income
207,075
64,795
7,607,210
8,663,784
Deferred tax asset (note 16)
259,942
393,031
7,867,152
9,056,815
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
5,327,074
4,752,903
Amounts owed to group undertakings
8,711,344
11,638,227
Taxation and social security
-
0
81,929
Other creditors
36,135
-
0
Accruals and deferred income
3,284,704
2,385,852
17,359,257
18,858,911

Interest is charged on intercompany loans at 4.07% and the loans are repayable in full by 31 December 2025

15
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
-
0
10,859
CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
(38,518)
(22,059)
Tax losses
196,275
368,006
Short term timing differences
102,185
47,084
259,942
393,031
2024
Movements in the year:
£
Asset at 1 January 2024
(393,031)
Charge to profit or loss
133,089
Asset at 31 December 2024
(259,942)
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
180,921
202,941

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100

The company has one class of ordinary shares which carry full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
19
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
110,408
111,265
Between two and five years
1,081,207
110,640
1,191,615
221,905
20
Events after the reporting date

Subsequent to the balance sheet date, on 16 July 2025, Nexture S.p.a Italy acquired 100% of the shares of CSM Ingredients S.a.r.l. Luxembourg.

This event occurred after the reporting period and does not provide evidence of conditions that existed at the balance sheet date. Therefore, in accordance with Section 32 "Events after the End of the Reporting Period" of FRS 102, this is treated as a non-adjusting post balance sheet event. No adjustments have been made to the financial statements as a result of this transaction.

The directors consider this change in ownership will not have a material impact on the Company's operations.

21
Ultimate controlling party

Upon incorporation, the original parent company was CSM Bakery Solutions Europe Holding B.V., registered at De entree 232 4e Etage, Amsterdam, Noord-Holland, Netherlands, 1101 EE (company number 56145624).

On 19 April 2021, CSM Bakery Solutions Europe Holding B.V. sold the business operations to CSM Ingredients S.à r.l.

CSM Ingredients S.à r.l (the “Parent Company” or “Group” together with its direct and indirect subsidiaries) was incorporated on April 2, 2020 and organized under the laws of Luxembourg as a limited liability company (Société a Responsabilité Limitée).

The registered office of the Parent Company is located at 7 rue des Mérovingiens, L-8070 Bertrange, Luxembourg. The Company is registered with the “Registre de Commerce et des Sociétés” in Luxembourg under the number B243247.

On 16 July 2025, Nexture S.p.a Italy acquired 100% of the shares of CSM Ingredients S.a.r.l. Luxembourg. The registered office is Via Alessandro Manzoni, 38, 20121, Milan (MI).

The Parent Company’s direct shareholder is Global Food Solutions Investments S.à r.l., a company incorporated in Luxembourg, and the ultimate majority shareholder is Investindustrial VII L.P. a limited partnership incorporated in the United Kingdom (Company number LP019889).

CSM INGREDIENTS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
22
Cash generated from operations
2024
2023
£
£
Profit/(loss) after taxation
304,934
(1,162,288)
Adjustments for:
Taxation charged/(credited)
133,089
(328,576)
Finance costs
92,081
128,404
Depreciation and impairment of tangible fixed assets
203,436
216,049
Movements in working capital:
Decrease/(increase) in stocks
1,381,912
(167,334)
Decrease in debtors
1,077,241
838,229
(Decrease)/increase in creditors
(1,510,513)
2,209,424
Cash generated from operations
1,682,180
1,733,908
23
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
2,827,843
1,450,987
4,278,830
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