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REGISTERED NUMBER: 00547564 (England and Wales)















SARIA Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024






SARIA Limited (Registered number: 00547564)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page


Company Information 1

Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 9

Income Statement 12

Other Comprehensive Income 13

Balance Sheet 14

Statement of Changes in Equity 15

Notes to the Financial Statements 16


SARIA Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: T B Versterre
B O Jeewooth
R Poskitt


SECRETARY: B O Jeewooth


REGISTERED OFFICE: Ings Road
Doncaster
South Yorkshire
DN5 9TL


REGISTERED NUMBER: 00547564 (England and Wales)


SENIOR STATUTORY AUDITOR: Ian Parsons FCA


AUDITORS: Paylings
Unit 2 Silkwood Park
Fryers Way
Ossett
West Yorkshire
WF5 9TJ


BANKERS: HSBC plc
City Office
33 Park Row
Leeds
West Yorkshire
LS1 1LD


SOLICITORS: Ramsdens Solicitors
7 King Street
Mirfield
West Yorkshire
WF14 8AW

SARIA Limited (Registered number: 00547564)

Strategic Report
for the Year Ended 31 December 2024

Business Overview

SARIA Limited (SARIA) operates in a wide range of sectors associated with the food chain, renewable energy, and recycling.

The Group's companies manufacture quality products for use in human and animal foodstuffs, agriculture, aquaculture, and industrial applications. The Group also produces biofuels and renewable energy and provides services for farming and the food industry.

The Group's operations can be split into the following distinct sectors:

Edible food manufacture, trading, and distribution
Pet food ingredient manufacturing
Food waste recycling
Renewable energy generation
High risk animal by-product collection and processing

In addition to the key areas outlined above, the Group also participates in two specialist joint ventures in the pet food sector.

The Group has an active presence as a service provider or product customer at each stage of the food chain - from farm gate to post-consumer plate. The Group operates a variety of processing operations based on a unique range of production platforms tailored to customer needs and achieving the most appropriate balance of environmental efficiency and cost effectiveness.

The Company's incoming resources relate predominantly to management services to other group members, presented as other operating income in these financial statements. A small amount of incoming resources exists for sales to third parties of finished goods produced by other group companies, which is presented as turnover in these financial statements. The accounts are prepared for the company only and do not include subsidiary results.

Section 172(1) Companies Act 2006 Statement

The Directors of SARIA Limited consider both collectively and individually that they have acted in good faith, and in a manner most likely to create and promote the success of the company for the benefit of its members as a whole as defined by s172(1) Companies Act 2006 during the year ended 31st December 2024 supported by delivery of the long-term business plan ("the plan").

In developing and implementing the plan, the directors have considered the following key objectives as defined by s172 of the Companies Act:

a) The likely consequences of any decision in the long term
b) The interests of the company's employees
c) The need to foster the company's business relationships with suppliers, customers and others
d) The impact of the company's operations on the community and the environment
e) The desirability of the company maintaining a reputation for high standards of business conduct, and
f) The need to act fairly as between members of the company.

The implementation of the plan is underpinned by the introduction of the SARIA SE & Co. KG Group global policies on corporate compliance which set out our obligations in the following key areas:

1) Appropriate working conditions

The company respects human rights and employment law, without exception.

The board of directors' respects human rights in strict accordance with the European Convention on Human Rights (ECHR). We reject all forms of forced or compulsory labour. Equally, we are opposed to all forms of child labour. The minimum age for admission to employment shall be as set out in the respective national legislation or collective bargaining agreements - provided these comply with the Minimum Age Convention adopted by the International Labour Organisation (ILO).

The company promotes equal opportunities and equal treatment of employees, rejecting all forms of discrimination on any ground whatsoever, e.g., race, ethnic origin, gender, religion, political or other opinion, disability, age, or sexual identity. The company recruits and promotes employees solely based on professional qualifications and performance.


SARIA Limited (Registered number: 00547564)

Strategic Report
for the Year Ended 31 December 2024

The company seeks to ensure that every employee, without exception, is treated equally and fairly and that all employees are aware of their responsibilities. Our policies and procedures fully support our disabled colleagues.

The Group is responsive to the needs of its employees. As such, should any employee of the Group become disabled during their time with us, we will actively retrain that employee and make reasonable adjustments to their working environment where possible, in order to keep the employee with the Group. It is the policy of the Group that the recruitment, training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

SARIA is a 'Disability Confident' registered employer as per Stage 1 of the Disability Confident Scheme - https://disabilityconfident.campaign.gov.uk/ - which is an ongoing commitment to ensuring inclusion and diversity within the workplace.

2) Health and safety

The promotion of high standards of health, safety and welfare at work is a prime objective for the company, its employees and business partners (such as contractors and other service providers). The Board of Directors therefore affirm the company will do all that is reasonably practicable to protect its employees and other people who meet the company or its products from personal injury or hazards to health, arising from any foreseeable risks.

3) Fair competition and integrity in our business dealings

As the board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible and sustainable manner, both financially and environmentally.

Collectively we will continue to operate to the high standards of integrity expected of a business such as ours, and to employ a system of continuous improvement with training and development in line with our commitment to responsible behaviour.

When dealing with all partners, whether they are suppliers, customers, or other stakeholders, we will ensure the relationship is always maintained in a professional and responsible manner. A principal objective from our plan is the delivery of long-term successful returns for the company and our business partners.

4) Cooperation with the authorities

The company is committed to maintaining a constructive relationship with all the relevant authorities while safeguarding its own interests and rights.

5) Correct payment of taxes and duties

The company's immediate parent, SARIA International GmbH has a presence in many countries and is a stakeholder in the local economies in which it operates. The payment of taxes is essential for the stability and infrastructure of an economy, and therefore also has a direct impact on factors that are important for our success.

Declaring and paying taxes and duties in time and in accordance with legal requirements is a social responsibility that we take very seriously.

We aim to fulfil our tax obligations in an accurate and timely manner, to pay the appropriate amount due and always act in good faith in our dealings with the tax authorities in the countries in which we operate. To achieve this aim, we have put in place an internal control system that can prevent or detect material errors.

6) Processing and using our products in accordance with the law

Compliance with legal regulations on the production and use of our products is essential.

The SARIA Group specialises in the recycling of animal by- products and other materials of organic origin. These raw materials are often subject to statutory requirements governing both their processing and future applications.

All processing of materials by the company is carried out in strict compliance with this legislation, without any exceptions. Our company is careful to ensure that the products we supply to our customers are used solely in accordance with their legally defined specific purpose.

SARIA Limited (Registered number: 00547564)

Strategic Report
for the Year Ended 31 December 2024


The plan involves a fundamental commitment to enhancing our environmental performance in key areas, including but not restricted to - emissions to air, water and land, carbon-intensity of our operations, reductions in our supply chain carbon impact alongside efficiency improvements.

Key Performance Indicators (KPIs)

The market conditions within the category 1 and category 3 animal by-product sector continue to be challenging. As a result, the directors have made an impairment in SARIA Limited. This is in relation to the inter-company loans owing to SARIA by SECANIM and SARVAL (Hartshill). Details of the impairments within SARIA are shown in note 6 on page 20 to the accounts.

As shown in the company's income statement on page 12, the company's result has worsened to a loss of (£46,127,522) (2023 - £18,004,422). At the year end the shareholder's funds were £79,919,699 (2023 - £75,995,471). The increase in shareholders funds in the year is the result of a financing restructure in the period, which has been largely offset by the current year performance following the impairment to the loan receivable from SECANIM and SARVAL (Hartshill).

SARIA manages its operations on a divisional basis. For this reason, the company's directors believe that further key performance indicators for the company are not necessary or appropriate for an understanding of the development, performance, or position of the business.

Risk

With businesses active across a wide variety of sectors and operating large-scale processing operations always entails risk. Beside market developments, we are also affected by global events such as commodity market price changes driven by weather patterns; such events entail risks but also present us with new opportunities.

The Group is faced with challenges when conducting analyses and making decisions. If we do not incorporate market developments or if we evaluate them incorrectly, they may pose serious business risks. The risks affecting SARIA are largely dealt with on a group basis, apart from the ones highlighted below:

Business Unit / Area Risk Mitigation Factor

Legal and regulatory risks The granting of operating permits, or
the withdrawal or variation of permits
already granted, and changes to the
legal environment or regulations could
adversely affect the Group's operations
and development projects.
Political, legal and regulatory
developments affecting the Group's
operations and projects are monitored
closely. The Group is an active member
of trade associations in the UK & Europe
to gain a clear understanding of regulatory
changes.

Health & Safety Health & safety incidents could result
in harm to the Group's employees,
contractors or local communities.
Ensuring safety and wellbeing is an
ethical obligation for the Group. Poor
safety records or serious accidents
could have a serious impact on the
Group's production and reputation.
The Group focuses on identifying,
mitigating and managing the safety risks
inherent across its operations. The Group's
objective is to create a safety culture
through regular training and awareness
campaigns for employees and contractors.
The Group operates a 'best practice'
system of in-house training to develop an
embedded health & safety culture.


Environment and Employees

SARIA recognises the importance of its environmental responsibilities and implements policies to reduce any damage that might be caused to the environment.

Initiatives designed to minimise the company's impact on the environment include improving our energy use efficiency, reduction in carbon emissions by using only renewable fuel and minimising the consumption of water.


SARIA Limited (Registered number: 00547564)

Strategic Report
for the Year Ended 31 December 2024

Details of the number of employees and related costs can be found on page 19 of the financial statements.

The company participates in the group's policies and practices regarding Health and Safety at work, pension, and health care schemes.

Future Developments

The directors anticipate that they will continue to develop the company's established activities including providing management facilities for the Group.

ON BEHALF OF THE BOARD:





B O Jeewooth - Director


10 September 2025

SARIA Limited (Registered number: 00547564)

Report of the Directors
for the Year Ended 31 December 2024

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

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of a head office function for the subsidiaries of the Saria UK Group.

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

DIRECTORS
The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

J G Braide - resigned 31 December 2024
A R Smith - resigned 31 July 2024
R V Ratcliffe - resigned 7 June 2024
P A Simpson - resigned 21 September 2024
F - B Thier - resigned 10 June 2024
T B Versterre - appointed 3 October 2024
P G Hill - appointed 1 March 2024 - resigned 29 May 2024

B O Jeewooth and R Poskitt were appointed as directors after 31 December 2024 but prior to the date of this report.

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.

STREAMLINED ENERGY AND CARBON REPORTING
Covering energy use and associated greenhouse gas emissions relating to gas, electricity and transport, intensity ratios and information relating to energy efficiency actions. Given that there are several subsidiaries operating from the principal site of SARIA Ltd, it has not been practicable to split the electricity, gas and diesel usage between each entity. Accordingly the numbers presented in the table below are in relation to the principal site operated by SARIA Ltd and a number of its subsidiaries. SARIA Ltd's subsidiaries, T Quality Limited, SARVAL Limited and Refood UK Ltd are all required to report their own SECR data.

Current reporting year (Jan 24 - Dec 24)

Key Performance Indicator (KPI) Amount '24 Amount '23 Unit
Electricity Usage 661,306 905,098 kWh
Gas Usage 27,098,166 30,947,217 kWh
Diesel Usage 1,742,372 1,552,415 litres

Total emissions generated through use of purchased electricity 137 187 tCO2e
Total emissions generated through combustion of gas 4,956 5,661 tCO2e
Total emissions generated through business travel 4,637 4,128 tCO2e
Total gross emissions 9,731 9,976 tCO2e




Intensity ratio (total gross emissions)



0.0542



0.0544
tCO2e per
tonne of
material
processed


Energy efficiency actions

We are committed to responsible energy management and will practice energy efficiency throughout our organisation, wherever it is cost effective. We recognize that climate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.

We have implemented the policies below for the purpose of increasing the businesses energy efficiency in the relevant financial year.

SARIA Limited (Registered number: 00547564)

Report of the Directors
for the Year Ended 31 December 2024


- Upgrade vehicles to more energy efficient models where possible
- Introduction of hybrid/fully electric vehicles into the car portfolio
- Upgrade plant & machinery to improve on energy performance where possible
- Servicing and adjustment to existing plant & machinery to improve on energy performance where possible
- Increased availability and encouraged use of video conferencing.
- Reduced travel costs by reducing number of face to face meetings with clients and suppliers

The following energy efficiency measures are being implemented or are under consideration for implementation during 2025

- Carbon reduction by biomass combustion
- Continued investment in low energy processes and techniques
- Continue to replace/upgrade vehicles and plant & machinery for more energy efficient options

Methodology used in the calculation of disclosures

ESOS methodology (as specified in Complying with the Energy Savings Opportunity Scheme version 6, published by the Environment Agency 28/10/2019) used in conjunction with Government GHG reporting conversion factors.

DISCLOSURE IN THE STRATEGIC REPORT
The directors have chosen to include details of engagement with suppliers, customers and others in business relationships with the company in their strategic report, as this is deemed to be of strategic importance to the company.

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;
-state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in
the financial statements;
-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.

SARIA Limited (Registered number: 00547564)

Report of the Directors
for the Year Ended 31 December 2024


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

ON BEHALF OF THE BOARD:





B O Jeewooth - Director


10 September 2025

Report of the Independent Auditors to the Members of
SARIA Limited

Opinion
We have audited the financial statements of SARIA 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, 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.

Report of the Independent Auditors to the Members of
SARIA Limited


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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

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

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to
identify or recognise non-compliance with applicable laws and regulations;
- We identified the laws and regulations applicable to the company through discussions with directors and other management, and
from our commercial knowledge and experience of the industry;
- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements
or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery,
employment and health and safety legislation;
- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management
and inspecting legal correspondence; and
- We remained alert to instances of non-compliance throughout the audit.

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

- Making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual,
suspected and alleged fraud; and
- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

Report of the Independent Auditors to the Members of
SARIA Limited


To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;
- Tested journal entries to identify unusual transactions;
- Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;
and
- Investigated the rationale behind significant or unusual transactions.

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

- Agreeing financial statements disclosures to underlying supporting documentation;
- Reading the minutes of meetings of those charged with governance;
- Enquiring of management as to actual and potential litigation and claims; and
- Reviewing correspondence with HMRC, relevant regulators and the Company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulation s are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of your Report of the Auditor's.

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.




Ian Parsons FCA (Senior Statutory Auditor)
for and on behalf of Paylings
Unit 2 Silkwood Park
Fryers Way
Ossett
West Yorkshire
WF5 9TJ

10 September 2025

SARIA Limited (Registered number: 00547564)

Income Statement
for the Year Ended 31 December 2024

2024 2023
Notes £    £    £    £   

TURNOVER 3 3,384,905 982,420

Other operating income 24,367,130 24,352,017
27,752,035 25,334,437

Raw materials and consumables 8,431,071 7,429,443
Other external expenses 390,009 274,903
8,821,080 7,704,346
18,930,955 17,630,091

Staff costs 4 15,500,822 8,953,588
Depreciation 3,070,718 2,706,267
Other operating expenses 49,648,256 24,768,740
68,219,796 36,428,595
OPERATING LOSS 5 (49,288,841 ) (18,798,504 )

Income from participating interests 2,650,000 500,000
Interest receivable and similar income 7 10,544,813 6,891,647
Other finance income 23 144,000 173,000
13,338,813 7,564,647
(35,950,028 ) (11,233,857 )

Interest payable and similar expenses 8 11,712,192 6,920,214
LOSS BEFORE TAXATION (47,662,220 ) (18,154,071 )

Tax on loss 9 (1,534,698 ) (149,649 )
LOSS FOR THE FINANCIAL YEAR (46,127,522 ) (18,004,422 )

SARIA Limited (Registered number: 00547564)

Other Comprehensive Income
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (46,127,522 ) (18,004,422 )


OTHER COMPREHENSIVE INCOME
Revaluation of properties
Return on plan assets (5,272,000 ) 1,773,000
Changes in assumptions 5,769,000 (1,138,000 )
Experience gains & losses arising on (428,000 ) (964,000 )
pension scheme liabilities
Income tax relating to components of other
comprehensive income

(17,250

)

82,250
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

51,750

(246,750

)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(46,075,772

)

(18,251,172

)

SARIA Limited (Registered number: 00547564)

Balance Sheet
31 December 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 11,590 -
Tangible assets 11 55,951,500 57,239,871
Investments 12 15,089,135 15,234,135
Investment property 13 807,949 750,000
71,860,174 73,224,006

CURRENT ASSETS
Stocks 14 85,340 66,827
Debtors 15 94,929,049 106,984,957
Cash at bank and in hand 4,507 4,375
95,018,896 107,056,159
CREDITORS
Amounts falling due within one year 16 10,436,896 58,287,677
NET CURRENT ASSETS 84,582,000 48,768,482
TOTAL ASSETS LESS CURRENT
LIABILITIES

156,442,174

121,992,488

CREDITORS
Amounts falling due after more than one year 17 (74,776,649 ) (47,000,000 )

PROVISIONS FOR LIABILITIES 20 (604,153 ) (2,122,592 )

PENSION (LIABILITY)/ASSET 23 (1,141,673 ) 3,125,575
NET ASSETS 79,919,699 75,995,471

CAPITAL AND RESERVES
Called up share capital 21 50,211,188 211,188
Share premium 22 62,449,110 62,449,110
Revaluation reserve 22 7,573,093 7,622,746
Capital redemption reserve 22 50,000 50,000
Investment revaluation reserve 22 419,148 419,148
Retained earnings 22 (40,782,840 ) 5,243,279
SHAREHOLDERS' FUNDS 79,919,699 75,995,471

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2025 and were signed on its behalf by:





B O Jeewooth - Director


SARIA Limited (Registered number: 00547564)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 January 2023 211,188 22,579,283 62,449,110

Changes in equity
Total comprehensive income - (17,336,004 ) -
Balance at 31 December 2023 211,188 5,243,279 62,449,110

Changes in equity
Issue of share capital 50,000,000 - -
Total comprehensive income - (46,026,119 ) -
Balance at 31 December 2024 50,211,188 (40,782,840 ) 62,449,110
Capital Investment
Revaluation redemption revaluation Total
reserve reserve reserve equity
£    £    £    £   
Balance at 1 January 2023 8,537,914 50,000 419,148 94,246,643

Changes in equity
Total comprehensive income (915,168 ) - - (18,251,172 )
Balance at 31 December 2023 7,622,746 50,000 419,148 75,995,471

Changes in equity
Issue of share capital - - - 50,000,000
Total comprehensive income (49,653 ) - - (46,075,772 )
Balance at 31 December 2024 7,573,093 50,000 419,148 79,919,699

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

SARIA 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 presentational currency is GBP and the financial statements are rounded to the nearest pound.

Going concern
Whilst the entity has suffered from a loss in the current year, this is due to exceptional write downs in the period and after considering all impairments realised to date and the improved trading performance of the group after the reporting date there is no expectation of further impairments. The role of the entity is that of a head office function for the group, therefore all running costs outside of these exceptional items are recouped via the various non trading income streams. Management anticipate this to continue to be the case moving forward. The entity maintains a strong positive reserves position and is financially supported by its German parent. The going concern basis of preparation is therefore deemed 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 SARIA Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 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, Rethmann SE & Co. KG, Norbert-Rethmann-Platz 1 59379 Selm, Germany.

Related party exemption
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.

Significant judgements and estimates
In respect of depreciation, the entity is largely governed by the Rethmann accounting policies (issued by the parent group). These policies/rates are followed, to the extent that they are reflective of the average economic consumption of the asset type. Where the actual consumption of a class of asset differs materially from this policy, a more appropriate rate is applied.

In the current year the Directors have further assessed the recoverability of a loan receivable balance in respect of one of it's subsidiary entities. Due to current performance of the subsidiary, it was deemed necessary to make a further provision against the balance.

The Rethmann policy of bad debt provision is applied, being 100% for debts over 365 days old, 50% for debts over 180 days old and 1% against all other debts.

Stock ageing is reviewed regularly by management to assess the requirement for a slow moving/obsolescence provision, however any such provision is not currently deemed necessary.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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

Turnover is recognised on the sale of goods, on despatch of those goods from our sites when the significant risks and rewards of ownership are transferred to our customers.

Turnover is recognised on the performance of services, as and when those services are carried out.

Other income
Other income arises from rental income, head office/management charges, raw material procurement charges and the recharge of operating costs incurred by SARIA, where the facilities of SARIA are used by other group companies.

Straight recharge of costs that can be allocated directly to another group company are treated as recharges only, and the cost is passed directly to the other entity. No income is recognised in this instance.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2009, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold land - not depreciated
Freehold buildings - 33 years straight line
Short leasehold - in accordance with the property
Long leasehold - in accordance with the property
Plant & machinery - 15% on reducing balance and 10 years straight line
Fixtures & fittings - 3 - 10 years straight line
Motor vehicles - 16.67% - 25% on reducing balance
Assets under - not provided
construction

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Investment properties
In accordance with amendments to FRS102, investment properties will be revalued annually moving forward, and the aggregate surplus or deficit recognised in profit and loss account. No depreciation is provided in respect of investment properties.

The Companies Act 2006 requires all properties to be depreciated. However, this requirement conflicts with the generally accepted accounting principle set out in FRS 102. The directors consider that, because these properties are not held for consumption, but for their investment potential, to depreciate them would not give a true and fair view and that it is necessary to adopt FRS 102 in order to give a true and fair view.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforecable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of posting the transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company has members in the SARIA Group Pension Schemes, funded defined benefit schemes.

The above defined benefit schemes have been closed to new members. Alternative provision is made for new employees in the form of a defined contribution scheme.

The pension charge represents contributions payable to the funds in respect of the accounting period.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 1,945,702 982,420
Asia 1,439,203 -
3,384,905 982,420

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 8,974,185 7,634,741
Social security costs 1,131,839 1,032,184
Other pension costs 5,394,798 286,663
15,500,822 8,953,588

The average number of employees during the year was as follows:
2024 2023

Office & administration 60 64
Processing & collection 79 74
139 138

2024 2023
£ £
Directors' remuneration 2,291,659 1,273,873
Directors' pension costs 559,000 291,000


The number of directors to whom retirement benefits were accruing was as follows:

Defined benefit schemes 4 4


Information regarding the highest paid director is as follows:
2024 2023
£ £
Emoluments etc 932,964 435,865
Accrued annual pension benefit at 31 December 2024 97,566 65,029




The wages and salaries figure includes £156,136, of temporary staff costs (2023: £65,249).

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

5. OPERATING LOSS

The operating loss is stated after charging:

2024 2023
£    £   
Hire of plant and machinery 254,191 217,048
Depreciation - owned assets 2,518,153 2,467,721
Loss on disposal of fixed assets 552,566 238,545
Auditors' remuneration 32,950 29,775
Foreign exchange differences 5,917 1,000
Operating leases 828,969 1,100,602

6. EXCEPTIONAL ITEMS

Recent performance of the subsidiary companies, SECANIM Limited and SARVAL (Hartshill) Ltd, presented indicators of impairment in relation to the carrying values of the intercompany loans receivable due from the subsidiaries.

The directors have estimated the recoverable value of the loans receivable, based on the break up basis of each entity. This being the fair values less cost to sell of the various asset categories; inclusive of provision for closure costs, to the best of directors' knowledge and belief which includes consideration of the utilisation of certain assets by the wider group. This has resulted in a further provision against the loan receivable from SECANIM Ltd of £23,367,442 (2023 - £16,715,000), and a provision against the loan receivable of SARVAL (Hartshill) Ltd of £18,896,143 (2023 - £nil).

The directors fully provided against the carrying value of the investment balance in SARVAL (Hartshill) of £145,000 in the year, on the basis that a return on this investment in the form of a dividend is very unlikely for the foreseeable future.

The expense created by the exceptional item is included within other operating expenses within the Income Statement.

7. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Intercompany interest 10,544,532 6,885,588
Sundry interest 281 6,059
10,544,813 6,891,647

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest 8 2,630
Intercompany interest 11,667,189 6,879,510
Other interest 44,995 38,074
11,712,192 6,920,214

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

9. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax - 164,172
Under/(over) provision 991 (63,522 )
Total current tax 991 100,650

Deferred tax:
Deferred tax (1,513,368 ) (340,645 )
Under/(over) provision (22,321 ) 90,346
Total deferred tax (1,535,689 ) (250,299 )

Tax on loss (1,534,698 ) (149,649 )

UK corporation tax has been charged at 25% (2023 - 23.52%).

Reconciliation of total tax credit 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 (47,662,220 ) (18,154,071 )
Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 -
23.520%)

(11,915,555

)

(4,269,837

)

Effects of:
Expenses not deductible for tax purposes 389,897 373,697
Income not taxable for tax purposes (662,500 ) (117,603 )
Adjustments to tax charge in respect of previous periods 15,064 252,251
Change in tax rate on provision for deferred taxes - (25,040 )
Release of deferred tax liability - (294,007 )
Non deductible provision against a loan 10,638,396 3,931,460
Superdeduction - (570 )
unprovided for
Total tax credit (1,534,698 ) (149,649 )

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

9. TAXATION - continued

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Revaluation of properties
Return on plan assets (5,272,000 ) 1,318,000 (3,954,000 )
Changes in assumptions 5,769,000 (1,442,250 ) 4,326,750
Experience gains & losses arising on (428,000 ) 107,000 (321,000 )
pension scheme liabilities
69,000 (17,250 ) 51,750

2023
Gross Tax Net
£    £    £   
Revaluation of properties
Return on plan assets 1,773,000 (443,250 ) 1,329,750
Changes in assumptions (1,138,000 ) 284,500 (853,500 )
Experience gains & losses arising on (964,000 ) 241,000 (723,000 )
pension scheme liabilities
(329,000 ) 82,250 (246,750 )

Subject to agreement with H M Revenue & Customs, the company has trading losses of £4,722,790 and capital losses of £nil (2023 - £3,894,072 and £nil capital losses) available to carry forward against future trading profits. Deferred tax assets have not been recognised on the balance of trading losses, as Saria are not certain that they will be able to be utilised.

10. INTANGIBLE FIXED ASSETS
Trademarks
Goodwill & licences Totals
£    £    £   
COST
At 1 January 2024 4,424,214 - 4,424,214
Additions - 11,590 11,590
At 31 December 2024 4,424,214 11,590 4,435,804
AMORTISATION
At 1 January 2024
and 31 December 2024 4,424,214 - 4,424,214
NET BOOK VALUE
At 31 December 2024 - 11,590 11,590
At 31 December 2023 - - -

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

11. TANGIBLE FIXED ASSETS
Freehold Short Long Plant &
property leasehold leasehold machinery
£    £    £    £   
COST OR VALUATION
At 1 January 2024 65,183,014 123,025 200,000 12,670,360
Additions 730,170 - - 117,463
Disposals - (19,235 ) - (3,297,554 )
Reclassification/transfer 103,790 (103,790 ) - -
At 31 December 2024 66,016,974 - 200,000 9,490,269
DEPRECIATION
At 1 January 2024 13,785,305 121,018 60,813 11,150,848
Charge for year 1,548,183 1,092 6,729 278,270
Eliminated on disposal - (19,235 ) - (3,297,554 )
Reclassification/transfer 102,875 (102,875 ) - -
At 31 December 2024 15,436,363 - 67,542 8,131,564
NET BOOK VALUE
At 31 December 2024 50,580,611 - 132,458 1,358,705
At 31 December 2023 51,397,709 2,007 139,187 1,519,512

Fixtures Assets
and Motor under
fittings vehicles construction Totals
£    £    £    £   
COST OR VALUATION
At 1 January 2024 3,980,820 9,811,026 8,200 91,976,445
Additions 195,763 97,241 40,339 1,180,976
Disposals (130,695 ) (116,650 ) - (3,564,134 )
Reclassification/transfer 19,595 87,937 - 107,532
At 31 December 2024 4,065,483 9,879,554 48,539 89,700,819
DEPRECIATION
At 1 January 2024 3,422,847 6,195,743 - 34,736,574
Charge for year 200,466 483,413 - 2,518,153
Eliminated on disposal (129,964 ) (116,648 ) - (3,563,401 )
Reclassification/transfer 19,595 38,398 - 57,993
At 31 December 2024 3,512,944 6,600,906 - 33,749,319
NET BOOK VALUE
At 31 December 2024 552,539 3,278,648 48,539 55,951,500
At 31 December 2023 557,973 3,615,283 8,200 57,239,871

Transfer of assets between group companies have been done using gross cost and gross depreciation, rather than using net book value as the cost to the acquirer. This has been done in order to preserve historical information in relation to the properties of the group, in particular previous revaluations. This is considered to be the most appropriate method both from an accounting and tax perspective.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

11. TANGIBLE FIXED ASSETS - continued

Cost or valuation at 31 December 2024 is represented by:

Freehold Long Plant &
property leasehold machinery
£    £    £   
Valuation in 2011 4,422,834 (309,010 ) -
Valuation in 2014 (2,115,457 ) - -
Cost 63,709,597 509,010 9,490,269
66,016,974 200,000 9,490,269

Fixtures Assets
and Motor under
fittings vehicles construction Totals
£    £    £    £   
Valuation in 2011 - - - 4,113,824
Valuation in 2014 - - - (2,115,457 )
Cost 4,065,483 9,879,554 48,539 87,702,452
4,065,483 9,879,554 48,539 89,700,819

If land and buildings had not been revalued they would have been included at the following historical cost:

2024 2023
£    £   
Cost 67,297,015 66,516,718
Aggregate depreciation 26,725,252 25,117,824

Value of land in freehold land and buildings 13,918,130 13,918,130

Land and buildings were valued on an existing use value basis on 31 December 2014 by Sanderson Weatherall LLP .

For a revalued item of property, an entity may elect to use as its deemed cost, its revalued amount on transition to FRS102. The requirement for a triennial valuation is then no longer applicable. The decision was taken to apply this election to the group when transition to FRS102 occurred.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

12. FIXED ASSET INVESTMENTS
Shares in Interest
group in joint
undertakings venture Totals
£    £    £   
COST
At 1 January 2024
and 31 December 2024 15,649,511 219,120 15,868,631
PROVISIONS
At 1 January 2024 634,496 - 634,496
Provision for year 145,000 - 145,000
At 31 December 2024 779,496 - 779,496
NET BOOK VALUE
At 31 December 2024 14,870,015 219,120 15,089,135
At 31 December 2023 15,015,015 219,120 15,234,135

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

Subsidiaries

SARVAL (Hartshill) Limited
Registered office: United Kingdom
Nature of business: Processor of animal by products
%
Class of shares: holding
£1 ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves (34,884,393 ) (23,497,649 )
Loss for the year (11,386,744 ) (9,385,417 )

John Knight (Animal By Products) Limited
Registered office: United Kingdom
Nature of business: Dissolved on 5th March 2023
%
Class of shares: holding

J L Thomas and Company Limited
Registered office: United Kingdom
Nature of business: Dissolved on 8th July 2023
%
Class of shares: holding

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

12. FIXED ASSET INVESTMENTS - continued

SECANIM Limited
Registered office: United Kingdom
Nature of business: Processor of animal by products
%
Class of shares: holding
25p ordinary 100.00
3% non-cumulative preference 100.00
2024 2023
£    £   
Aggregate capital and reserves (51,771,111 ) (27,727,120 )
Loss for the year (24,043,992 ) (17,211,685 )

Nortech Foods Limited
Registered office: United Kingdom
Nature of business: Dripping refiner
%
Class of shares: holding
£1 ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves (1,246,502 ) (1,073,669 )
Loss for the year (172,833 ) (1,651,070 )

Acacia Foods Limited
Registered office: United Kingdom
Nature of business: Dissolved on 12th December 2024
%
Class of shares: holding
£1 ordinary

Perimax (Scotland) Limited
Registered office: United Kingdom
Nature of business: Dissolved on 25th February 2023
%
Class of shares: holding
£1 ordinary

SARVAL Limited
Registered office: United Kingdom
Nature of business: Processor of poultry by products
%
Class of shares: holding
£1 ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves (20,812,248 ) (12,868,155 )
Loss for the year (7,944,093 ) (5,525,330 )

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

12. FIXED ASSET INVESTMENTS - continued

T Quality Limited
Registered office: United Kingdom
Nature of business: Wholesaler to the catering industry
%
Class of shares: holding
£1 ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 13,136,928 14,359,703
Loss for the year (1,222,775 ) (829,143 )

ReFood UK Limited (2023 restated)
Registered office: United Kingdom
Nature of business: Energy production from waste recycling
%
Class of shares: holding
£1 ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 25,610,536 24,321,149
Profit for the year 1,289,387 8,205,239

Frazer (Butchers) Limited
Registered office: United Kingdom
Nature of business: Dissolved on 18th April 2024
%
Class of shares: holding
£1 ordinary

Wells By Products Limited
Registered office: United Kingdom
Nature of business: Dissolved on 12th April 2023
%
Class of shares: holding
£1 ordinary

FD Statton & Son Limited
Registered office: United Kingdom
Nature of business: Fallen stock collection
%
Class of shares: holding
£1 ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 1,454,604 1,517,021
Loss for the year (62,417 ) (62,401 )

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

12. FIXED ASSET INVESTMENTS - continued

Joint ventures

APC (GB) Limited
Registered office: United Kingdom
Nature of business: Manufacture of functional proteins
%
Class of shares: holding
£1 ordinary 50.00
2024 2023
£    £   
Aggregate capital and reserves 5,705,319 8,472,130
Profit for the year 1,733,189 2,164,721

The company paid dividends of £4,500,000 (2023 - £1,000,000) during the year.

SPF (United Kingdom) Limited
Registered office: United Kingdom
Nature of business: Manufacture of petfood palatability ingredients
%
Class of shares: holding
£1 ordinary 40.00
2024 2023
£    £   
Aggregate capital and reserves 1,726,715 2,137,323
Profit for the year 589,392 433,389

The company paid dividends of £1,000,000 (2023 - £nil) during the year.

ReFood Ltd
Registered office: United Kingdom
Nature of business: Non-trading company
%
Class of shares: holding
£1 ordinary 50.00

13. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 January 2024 750,000
Additions 57,949
At 31 December 2024 807,949
NET BOOK VALUE
At 31 December 2024 807,949
At 31 December 2023 750,000

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

13. INVESTMENT PROPERTY - continued

Fair value at 31 December 2024 is represented by:
£   
Valuation in 2011 367,486
Valuation in 2014 8,761
Valuation in 2019 67,900
Cost 363,802
807,949

If investment properties had not been revalued they would have been included at the following historical cost:

2024 2023
£    £   
Cost 363,802 305,853

Investment properties were valued on an existing use value basis on 31 December 2023 by Sanderson Weatherall LLP .

During 2023, an external valuation was obtained from Sanderson Weatherall to confirm whether the current carrying values of the properties held by the group, reasonably reflected the fair value of such properties.

Whilst there were some small movements on individual properties, it was deemed that there would be no material change to the total value already stated.

14. STOCKS
2024 2023
£    £   
Stocks 85,340 66,827

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 879,615 288,787
Amounts owed by group undertakings 88,319,573 100,332,364
Other debtors 4,023,267 4,776,694
Retention account - 4,762
VAT 800,516 278,484
Prepayments 906,078 1,303,866
94,929,049 106,984,957

Amounts owed by group undertakings represents money owed to the entity from it's subisidiary companies via the cashpooling facility. This loan is interest bearing at a variable rate, and is repayable on demand should the entity require it.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 1,472,002 1,824,152
Amounts owed to group undertakings 6,485,022 54,402,969
Social security and other taxes 972,347 981,484
Other creditors 953,782 579,572
Accrued expenses 553,743 499,500
10,436,896 58,287,677

Amounts owed to group undertakings represent the following:

- money owed to subsidiary companies via the cash pooling facility. These amounts bear minimal interest at a variable rate,
and are repayable on demand should the entity require it.
- money owed to a parent entity via a long term loan. This loan bears interest at 7.72%. The amount showing under
creditors less than one year, represents the element due for repayment in the next 12 months.
- money owed to a parent entity via a medium term loan. This loan bears interest at 4.26%. The amount showing under
creditors less than one year, represents the element due for repayment in the next 12 months.
- money owed to a parent entity via the cashpooling facility. The Cash Pool Credit Line bears a variable interest rate based
on the monthly SONIA average rate plus a margin of 3.40%. It is repayable on demand should the parent entity require it.

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Amounts owed to group undertakings 74,776,649 47,000,000

Amounts owed to group undertakings represent the following:

- money owed to a parent entity via a long term loan. This loan bears interest at 7.72%. The amount showing under
creditors more than one year, represents the element due for repayment after the next 12 months.
- money owed to a parent entity via a medium term loan. This loan bears interest at 4.26%. The amount showing under
creditors more than one year, represents the element due for repayment after the next 12 months.

18. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Within one year 522,425 678,209
Between one and five years 1,125,473 880,513
1,647,898 1,558,722

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

19. FINANCIAL INSTRUMENTS

2024 2023
£    £   
Financial assets
Cash and cash equivalents 4,507 4,375
Financial assets that are debt instruments measured at amortised cost 94,929.049 106,984,957

Financial liabilities
Financial liabilities measured at amortised cost (85,817,698 ) (107,410,269 )

Financial assets measured at amortised cost consists of trade and other debtors, amounts owed by group undertakings, the retention account, prepayments and the VAT debtor.

Financial liabilities measured at amortised cost comprise trade and other creditors, amounts owed to group undertakings , social security and other taxes and accrued expenses and includes both amounts owed after more than one year and the deferred tax liability.

20. PROVISIONS FOR LIABILITIES
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 545,226 490,220
Capital Gain - Holdover claim 890,881 890,881
Pension asset (285,318 ) 781,494
Other timing differences (58,682 ) (40,003 )
Tax losses (487,954 ) -
604,153 2,122,592

Deferred
tax
£   
Balance at 1 January 2024 2,122,592
Credit to Income Statement during year (1,535,689 )
Charge/(credit) to equity 17,250
Balance at 31 December 2024 604,153

Deferred Tax has been provided for at 25%, the prevailing rate of corporation tax since 1st April 2023.

21. CALLED UP SHARE CAPITAL

Allotted and issued: Nominal 2024 2023
Number: Class: Value: £    £   

103,482 Ordinary A £1 - 103,482
107,706 Ordinary B £1 - 107,706
50,211,188 Ordinary £1 50,211,188 -

All shares are voting shares. They are entitled to dividends as declared. They are entitled to participate in a distribution including on winding up. All shares are non redeemable.

During the year, the A Ordinary and B Ordinary shares were redesignated as Ordinary shares. A further 50,000,000 Ordinary shares were issued as part of a debt for equity transaction.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

22. RESERVES
Retained Share Revaluation
earnings premium reserve
£    £    £   

At 1 January 2024 5,243,279 62,449,110 7,622,746
Deficit for the year (46,127,522 ) - -
Pension scheme movement 51,750 - -
Transfer to/from revaluation
reserve 49,653 - (49,653 )
At 31 December 2024 (40,782,840 ) 62,449,110 7,573,093
Capital Investment
redemption revaluation
reserve reserve Totals
£    £    £   

At 1 January 2024 50,000 419,148 75,784,283
Deficit for the year - - (46,127,522 )
Pension scheme movement - - 51,750
At 31 December 2024 50,000 419,148 29,708,511

23. EMPLOYEE BENEFIT OBLIGATIONS

There are two defined benefit arrangements operated by the SARIA Limited group, which are managed via independent trusts, of which some employees are members. Contributions are no longer being made to these schemes due to their surplus position.

The company is unable to identify its share of the underlying assets and liabilities of the schemes therefore the schemes are accounted for in the balance sheet of the parent entity only.

During 2022, the trustees of the schemes made the investment decision to use some of the schemes assets to purchase insurance policies/annuities, to guarantee the funding of the associated liabilities and thereby remove some of the risk from the Group. (Pension Buy-In). As a result the remaining net assets of the schemes are now much lower.

At the balance sheet date the FRS 102 value of the liabilities was £72,660,000 (2023 - £73,923,000) and the market value of the assets was £71,518,000 (2023 - £77,049,000) giving a net liability of £1,142,000 (2023 - £3,126,000 asset) held in the balance sheet of the parent entity.

The above schemes have been closed to new members. The group has made alternate provision, in the form of a defined contribution scheme, for new employees or those not eligible to join the above schemes. This scheme is also administered on a group basis independently of any group company or director.

Total contributions payable by the company to the defined contribution scheme during the year after recharges to subsidiaries amounted to £540,798 (2023 - (£4,337)). Service costs in relation to the defined benefit schemes amounted to £4,854,000 (2023 - £291,000). Of the current year service costs, £4,295,000 recognises the proportion of future obligations on final wind up of the schemes, details of which can be found at the end of the note. There were accrued pension contributions at the balance sheet date of £241,820 (2023 - £245,191).

The following notes are in relation to the defined benefit schemes only.

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

23. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Current service cost 4,854,000 291,000
Net interest from defined benefit plan assets and
liabilities

(144,000

)

(173,000

)
Past service cost - -
Administrative expenses 124,000 -
4,834,000 118,000

Actual return on plan assets 3,569,000 3,639,000

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Opening defined benefit obligation 73,923,400 71,950,000
Current service cost 4,854,000 291,000
Contributions by employer (497,752 ) (140,600 )
Interest cost 3,425,000 3,466,000
Benefits paid (3,703,975 ) (3,744,975 )
Experience adjustments 428,000 964,000
Actuarial (gains)/losses from changes in financial
assumptions

(5,769,000

)

1,138,000
72,659,673 73,923,425

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Opening fair value of scheme assets 77,049,000 75,413,000
Contributions by employer (124,000 ) (31,000 )
Expected return 3,569,000 3,639,000
Benefits paid (3,704,000 ) (3,745,000 )
Return on plan assets (excluding interest income) (5,272,000 ) 1,773,000
71,518,000 77,049,000

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

23. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2024 2023
£    £   
Actuarial (gains)/losses from changes in financial
assumptions

5,769,000

(1,138,000

)
Return on plan assets (excluding interest income) (5,272,000 ) 1,773,000
Experience adjustments (428,000 ) (964,000 )
69,000 (329,000 )

The major categories of scheme assets as a percentage of total scheme assets are as follows:

Defined benefit
pension plans
2024 2023
Bonds & gilts 4.40% 4.50%
Property - 0.50%
Other 95.60% 95.00%
100.00% 100.00%

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024 2023
Discount rate 5.55% 4.75%
Future salary increases 4.45% 4.40%
Future pension increases 3.10% 3.10%
Inflation assumption 3.25% 3.20%

Senior Exec Fund31st Dec 2431st Dec 23

Mortality rates - Assumed life expectancy on retirement at age 62 (male):
- retiring today 27.6 yrs28.2 yrs
- retiring in 20 years 29.4 yrs30.1 yrs

Mortality rates - Assumed life expectancy on retirement at age 60 (female):
- retiring today 29.6 yrs29.4 yrs
- retiring in 20 years31.3 yrs31.2 yrs

Group Pension Scheme31st Dec 2431st Dec 23

Mortality rates - Assumed life expectancy on retirement at age 62 (male):
- retiring today 24.3 yrs24.0 yrs
- retiring in 20 years26.1 yrs26.0 yrs

Mortality rates - Assumed life expectancy on retirement at age 60 (female):
- retiring today27.1 yrs26.1 yrs
- retiring in 20 years28.8 yrs28.0 yrs

SARIA Limited (Registered number: 00547564)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

23. - continued

On 12 September 2023, the trustees made the decision to trigger winding up of the defined benefit pension schemes, such that the schemes will be entirely bought out by an external party and removed from the balance sheet of SARIA Ltd.

It has been agreed that any remaining surplus in the scheme assets at the point of winding up, will be split 50%/50% between the company and the scheme members. The 50% belonging to the company will be returned as an over contribution, the 50% going to enhance members benefits has been recognised as a past service cost in the Income Statement of the company in the current period. The effect of this contribution is accounted for as a constructive liability at 31 December 2024 and is included within current service costs in the reconciliation of plan liabilities.

24. CAPITAL COMMITMENTS
2024 2023
£    £   
Contracted but not provided for in the
financial statements 215,638 241,209

25. RELATED PARTY DISCLOSURES

APC (GB) Limited

A company in which SARIA Limited has a shareholding


Sales of products and services of £2,929,084 (2023 - £2,250,714) and rental charges of £104,750 (2023 - £104,750).

2024 2023
£    £   
Amount due from related party at the balance sheet date 283,115 339,156

SPF (United Kingdom) Limited

A company in which SARIA Limited has a shareholding


Sales of products and services of £1,029,775 (2023 - £600,368) and rental charges of £33,782 (2023 - £33,690).

2024 2023
£    £   
Amount due from related party at the balance sheet date 81,901 89,035

26. ULTIMATE CONTROLLING PARTY

The immediate parent company of SARIA Limited is SARIA International GmbH. SARIA International GmbH is indirectly owned by the ultimate parent entity, Rethmann SE & Co. KG The ultimate parent entity is incorporated in Germany and is ultimately controlled by the Rethmann family.

The largest and only group for which group accounts including the company are drawn up, are the Rethmann SE & Co. KG group. A copy of the consolidated accounts are filed at Companies House alongside the accounts of the company (as parent entity of the SARIA Ltd Group).