REGISTERED NUMBER: 11734858 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

Freshroast Holdings Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Chartered Accountants' Report

6

DIRECTORS:

C J Brooking

T M Jenkinson

REGISTERED OFFICE:

Unit B Ainley Industrial Estate

Huddersfield Road

Elland

West Yorkshire

HX5 9JP

REGISTERED NUMBER:

11734858 (England and Wales)

ACCOUNTANTS:

Bennett Brooks & Co Ltd

Chartered Accountants

Suite 4A

Apex

33 Victoria Street

Altrincham

WA14 1AU

FIXED ASSETS

Investments

4

1,403,500

1,403,500

CREDITORS

Amounts falling due within one year

5

(574,600

)

(553,500

)

NET CURRENT LIABILITIES

(574,600

)

(553,500

)

TOTAL ASSETS LESS CURRENT LIABILITIES

828,900

850,000

CAPITAL AND RESERVES

Called up share capital

6

15,000

15,000

Other reserves

685,000

685,000

Retained earnings

128,900

150,000

SHAREHOLDERS' FUNDS

828,900

850,000

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

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

T M Jenkinson - Director

1.	STATUTORY INFORMATION

Freshroast Holdings 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Freshroast Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

1,403,500

NET BOOK VALUE

At 31 December 2024

1,403,500

At 31 December 2023

1,403,500

Cost or valuation at 31 December 2023 is represented by:

Shares in group undertakings

£

Valuation in 2019

685,000

Cost

718,500

1,403,500

During the year 2019, 50% of the shares were acquired at market value. The remaining 50% of the shares have been uplifted to match the market value paid for the other 50% of the shares.

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Freshroast Coffee Co. Limited

England and Wales

Ordinary

100%

100%

The principal activity of Freshroast Coffee Co. Limited is processing, packaging and marketing of coffee, tea and associated beverage ingredients.

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

574,600

550,790

Other creditors

-

2,710

574,600

553,500

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

15,000

Ordinary

1

15,000

15,000

7.	RELATED PARTY DISCLOSURES

Freshroast Coffee Co. Limited

(100% subsidiary)

On 31 January 2019, Freshroast Holdings Limited acquired 100% of the shareholding in Freshroast Coffee Co Limited. At the balance sheet date the amount due to Freshroast Coffee Co Limited was £553,500 (2023: £550,790).

Irony Holdings Ltd

(100% parent company)

On 29 October 2024, Irony Holdings Ltd acquired 100% of the shareholding in Freshroast Holdings Limited. During the year, Freshroast Holdings Limited paid dividends of £21,100 to the parent company.

At the balance sheet date the amount owed to Irony Holdings Ltd was £21,100.

8.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Irony Holding Limited.

These financial statements are available upon request from Companies House, Crown Way, Cardiff, CF4 3UZ.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Freshroast Holdings Limited for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Freshroast Holdings Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Freshroast Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Freshroast Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Freshroast Holdings Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Freshroast Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Freshroast Holdings Limited. You consider that Freshroast Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Freshroast Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Bennett Brooks & Co Ltd

Chartered Accountants

Suite 4A

Apex

33 Victoria Street

Altrincham

WA14 1AU

24 September 2025