Spizarnia (UK) Ltd

	Page
Strategic Report	1—2
Director's Report	3
Independent Auditor's Report	4—6
Statement of Comprehensive Income	7
Balance Sheet	8
Statement of Changes in Equity	9
Statement of Cash Flows	10
Notes to the Statement of Cash Flows	11
Notes to the Financial Statements	12—19

The director presents his strategic report for the year ended 31 December 2024.

Review of the Business

During 2024, Spizarnia UK Limited completed the transformation initiated in 2023.

The restructuring process stabilised, with the company’s trading functions remaining fully transferred to Spizarnia Food Limited.

The company’s role is now focused on safeguarding its key assets, particularly operating licences and credit rating, which remain central to ensuring long-term stability and resilience.

Key Performance Indicators

The company’s financial performance in 2024 is summarised below:

- Turnover: £6.20m (2023: £48.95m) – decrease of £42.75m (87%)

- Gross profit: £5.45m (2023: £9.28m) – decrease of £3.77m (41%)

- Gross profit margin: 88.0% (2023: 19.0%)

- Operating profit: £51k (2023: £166k)

- Profit after tax: £39k (2023: £96k)

The structural changes explain the significant differences compared with 2023.

Rationale Behind the Change

The transfer of the import and trading function into Spizarnia Food Limited continued to deliver benefits in 2024.

It has streamlined operations, reduced certain costs, and enhanced the resilience of the wider group.

A key strategic development in 2024 was the agreement of a fusion between Spizarnia Group and Mastermedia Group.

This merger, which will ultimately encompass around 16 different companies across Europe, is scheduled to be completed through a share exchange by the end of 2025.

While this is an ambitious and challenging process, the board views it as a transformative step that will bring significant opportunities for future growth.

Principal Risks and Uncertainties

The company continued to manage risks associated with the new operating model:

1. IT Systems Integration: The integration between entities was successfully achieved.

2. Transfer Pricing: The revised model was audited and approved, demonstrating compliance with HMRC and international standards.

3. Regulatory Compliance: No new regulatory or compliance risks were identified in 2024.

4. Macro Risks: The business remains exposed to general market risks, including inflation, exchange rates, and evolving trade regulations.

Future Developments

Significant progress was made in warehouse strategy during 2024:

- A new 2,000 m² warehouse in Gainsborough was opened in December 2024, replacing both the Lincoln and Manchester sites.

- A new London warehouse in Enfield was launched to serve the HORECA sector, a new area of activity for the company, which is expected to provide strong growth potential.

- The London warehouse rent review resulted in a 25% increase in costs.

- The Manchester warehouse was permanently closed.

- The Lincoln warehouse was permanently closed.

Future projects will focus on the development of the Enfield HORECA operations, together with the implementation of a Warehouse Management System in Gainsborough.

...CONTINUED

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Spizarnia (UK) Ltd

Strategic Report (continued)

For The Year Ended 31 December 2024

Future Developments - continued

Potential Future Dangers

Looking ahead to 2025, the company faces several challenges:

1.Fusion with Mastermedia: The merger process is highly complex and difficult to forecast, with risks relating to integration and structural changes.

2.Gainsborough Warehouse: Extensive new delivery routes, the recruitment and training of drivers and warehouse staff, the rollout of health & safety procedures, and the implementation of a new Warehouse Management System will present operational difficulties.

3.HORECA Development: Entering the HORECA sector is a new initiative for the company and will require careful management to overcome the challenges of building expertise, market presence, and operational systems in this sector.

The board recognises these risks and is actively planning to address them, though the scale of change will make 2025 a demanding year.

Conclusion

2024 marked the completion of Spizarnia UK Limited’s restructuring and the beginning of a new phase of strategic development.

While the company remains focused on safeguarding its assets and ensuring operational stability, the upcoming fusion with Mastermedia and the expansion into the HORECA sector represent significant opportunities and challenges.

For 2025, the board’s priorities will centre on:

- Effective warehouse strategy, including the Gainsborough site and Enfield HORECA warehouse.

- Careful management of the merger process with Mastermedia.

- Continued safeguarding of operating licences and financial stability.

The company remains committed to maintaining resilience and ensuring sustainable growth in a dynamic and evolving market.

On behalf of the board

P W Duklas

Director

24/09/2025

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Spizarnia (UK) Ltd

Company No. 07926781

Director's Report For The Year Ended 31 December 2024

Director's Report

The director presents his report and the financial statements for the year ended 31 December 2024.

Principal Activity

The company's principal activity during the period was that of logistics, haulage and distribution of foodstuffs.

Directors

The director who held office during the year were as follows:

P W Duklas

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the director consider them to be of strategic importance to the business.

Statement of Director's Responsibilities

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the director 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 the financial statements the director is required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, 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 director is 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. He is 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.

The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Director's Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Independent Auditors

The auditor, BHP LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

On behalf of the board

P W Duklas

Director

24/09/2025

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Independent Auditor's Report

to the Members of

Spizarnia (UK) Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Spizarnia (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 director’s 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 director 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 director is 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 director’s report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director’s report have been prepared in accordance with applicable legal requirements

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director’s report.

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 remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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Independent Auditor's Report (continued)

to the Members of

Spizarnia (UK) Ltd

Responsibilities of Directors

As explained more fully in the director’s responsibilities statement, 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 director is 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 director 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement 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 trade;

• 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, employment, duties (imports and exports) and health and safety;

• we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team 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, 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.

To address the risks of fraud through management bias and override 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 designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations 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 director’s and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to 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 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.

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Independent Auditor's Report (continued)

to the Members of

Spizarnia (UK) Ltd

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Laura Masheder (Senior Statutory Auditor)

for and on behalf of BHP LLP , Statutory Auditor

24/09/2025

BHP LLP

Chartered Accountants

Rievaulx House

1 St Mary's Court

York

YO24 1AH

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Spizarnia (UK) Ltd

Statement of Comprehensive Income

For The Year Ended 31 December 2024

Statement of Comprehensive Income

		2024	2023
	Notes	£	£
TURNOVER	3	6,202,819	48,952,425
Cost of sales		(751,188 )	(39,670,564 )

GROSS PROFIT		5,451,631	9,281,861

Distribution costs		(3,114,681 )	(3,163,526 )
Administrative expenses		(2,285,510 )	(5,952,635 )

OPERATING PROFIT	4	51,440	165,700
Loss on disposal of fixed assets		(16,207 )	(40,105 )
Other interest receivable and similar income	9	5,585	1,139
Interest payable and similar charges	10	(1,016 )	(2,452 )

PROFIT BEFORE TAXATION		39,802	124,282
Tax on Profit	11	(429 )	(28,385 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR		39,373	95,897
OTHER COMPREHENSIVE INCOME FOR THE YEAR		-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR		39,373	95,897

Included above are the following figures representing discontinued operations from the ceased trade of importing and selling foodstuffs:

Discontinued operations	2024	2023
	£	£
Turnover	-	45,758,301
Cost of sales	-	(38,752,958)
Gross profit	-	7,005,343

Administrative expenses	-	(4,739,128)
Operating profit	-	2,266,215
Tax on profit	-	(532,560)

Profit after taxation	-	1,733,655

The notes on pages 11 to 19 form part of these financial statements.

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Spizarnia (UK) Ltd

Balance Sheet

As At 31 December 2024

Balance Sheet

Registered number: 07926781

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	12		629,091		290,171

			629,091		290,171
CURRENT ASSETS
Debtors	13	1,264,560		1,937,990
Cash at bank and in hand		645,758		629,307

		1,910,318		2,567,297
Creditors: Amounts Falling Due Within One Year	14	(625,205 )		(1,022,397 )

NET CURRENT ASSETS (LIABILITIES)			1,285,113		1,544,900

TOTAL ASSETS LESS CURRENT LIABILITIES			1,914,204		1,835,071

Creditors: Amounts Falling Due After More Than One Year	15		(999 )		(5,104 )

PROVISIONS FOR LIABILITIES
Deferred Taxation	17		(43,865 )		-

NET ASSETS			1,869,340		1,829,967

CAPITAL AND RESERVES
Called up share capital	19		100		100
Profit and Loss Account			1,869,240		1,829,867

SHAREHOLDERS' FUNDS			1,869,340		1,829,967

On behalf of the board

P W Duklas

Director

24/09/2025

The notes on pages 11 to 19 form part of these financial statements.

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Spizarnia (UK) Ltd

Statement of Changes in Equity

For The Year Ended 31 December 2024

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	100	1,733,970	1,734,070
Profit for the year and total comprehensive income	-	95,897	95,897

As at 31 December 2023 and 1 January 2024	100	1,829,867	1,829,967


Profit for the year and total comprehensive income	-	39,373	39,373

As at 31 December 2024	100	1,869,240	1,869,340

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Spizarnia (UK) Ltd

Statement of Cash Flows

For The Year Ended 31 December 2024

Statement of Cash Flows

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	502,451	541,417
Interest paid		(1,016 )	(2,452 )
Tax paid		(45,863 )	(185,191 )
Foreign exchange losses		(427)	(256)

Net cash generated from operating activities		455,145	353,518

Cash flows from investing activities
Purchase of tangible assets		(441,358 )	(162,611 )
Proceeds from disposal of tangible assets		5,900	28,248
Interest received		5,585	1,139

Net cash used in investing activities		(429,873 )	(133,224 )

Cash flows from financing activities
Repayment of finance leases		(3,821 )	(3,537 )
Advance of new loans to directors		(5,000 )	-

Net cash used in financing activities		(8,821 )	(3,537 )



Increase in cash and cash equivalents		16,451	216,757
Cash and cash equivalents at beginning of year	2	629,307	412,550

Cash and cash equivalents at end of year	2	645,758	629,307

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Spizarnia (UK) Ltd

Notes to the Statement of Cash Flows

For The Year Ended 31 December 2024

Notes to the Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from operations

	2024	2023
	£	£
Profit for the financial year	39,373	95,897
Adjustments for:
Tax on profit	429	28,385
Interest expense	1,016	2,452
Interest income	(5,585 )	(1,139 )
Depreciation of tangible assets	80,331	83,587
Loss on disposal of tangible assets	16,207	40,105
Foreign exchange losses	427	256
Movements in working capital:
Decrease in stocks	-	54,459
Decrease in trade and other debtors	721,866	2,546,147
Decrease in trade and other creditors	(351,613 )	(2,308,732 )

Net cash generated from operations	502,451	541,417

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	645,758	629,307

3. Analysis of changes in net funds

	As at 1 January 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	629,307	16,451	645,758
Finance leases	(8,997)	3,821	(5,176)

	620,310	20,272	640,582

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Spizarnia (UK) Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Spizarnia (UK) Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 07926781 . The registered office is Gate 3 Sandars Road, Heapham Road Industrial Estate, Gainsborough, DN21 1RZ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and 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 functional currency is GBP and the figures presented in these financial statements are rounded to the nearest pound.

2.2. Going Concern Disclosure

The director has not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern. The director and shareholders give their full support to the company for a period of at least 12 months from the approval of the financial statements.

2.3. Significant judgements and estimations

The company makes judgements, estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The director believe that no estimates and assumptions will have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold	Over the life of the lease
Plant & Machinery	25% reducing balance
Motor Vehicles	25% reducing balance
Computer Equipment	33% straight line

Assets under construction are not depreciated until they are complete and in use.

2.6. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

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Spizarnia (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.7. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.8. Financial Instruments

Basic financial instruments are initially recorded at their transaction price, except for financing transactions, which are recorded at the present value of future payments. Subsequently, debt instruments are measured using the effective interest method. Debt instruments expected to be settled within one year are recorded at the undiscounted amount of cash expected to be paid or received.

2.9. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.10. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.11. Pensions

The company pays into a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.12. Government Grant

Government grants are recognised in the profit and loss account in an appropriate manner that matches them with the expenditure towards which they are intended to contribute.

Grants for immediate financial support or to cover costs already incurred are recognised immediately in the profit and loss account. Grants towards general activities of the entity over a specific period are recognised in the profit and loss account over that period.

Grants towards fixed assets are recognised over the expected useful lives of the related assets and are treated as deferred income and released to the profit and loss account over the useful life of the asset concerned.

All grants in the profit and loss account are recognised when all conditions for receipt have been complied with.

2.13. Key Management Personnel

The director is considered to be key management personnel and, as such, director's remuneration has not been disclosed separately within the related parties note as this is already disclosed within note 8 to the balance sheet.

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Spizarnia (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

3. Turnover

Analysis of turnover by class of business is as follows:

	2024	2023
	£	£
Leasing of equipment	73,516	66,880
Other income	75,506	183,283
Rendering of services	6,053,797	2,943,961
Sale of goods	-	45,758,301

	6,202,819	48,952,425

Analysis of turnover by geographical market is as follows:

	2024	2023
	£	£
United Kingdom	6,202,819	48,952,425

	6,202,819	48,952,425

Other income includes £12,800 (2023: £64,000) of government grants which were used against operating lease costs.

4. Operating Profit

The operating profit is stated after charging:

	2024	2023
	£	£
Bad debts	16,998	17,652
Operating lease rentals	903,421	440,998
Exchange differences	427	255
Depreciation of tangible fixed assets	80,331	83,587

Operating profit also included losses on disposal of tangible fixed assets of £16,207 (2023: £40,105)

5. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the company's financial statements	20,500	16,000

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2024	2023
	£	£
Wages and salaries	2,320,752	2,252,398
Social security costs	243,493	237,940
Other pension costs	37,010	36,026

	2,601,255	2,526,364

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Spizarnia (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Average Number of Employees

Average number of employees, including directors, during the year was as follows:

	2024	2023
Office and administration	10	10
Sales, marketing and distribution	53	51

	63	61

8. Director's remuneration

	2024	2023
	£	£
Emoluments	86,462	90,104
Company contributions to money purchase pension schemes	1,321	1,321

	87,783	91,425

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

	2024		2023
Money purchase pension schemes	1		1

9. Interest Receivable and Similar Income

	2024	2023
	£	£
Bank interest receivable	5,585	1,139

10. Interest Payable and Similar Charges

	2024	2023
	£	£
Finance charges payable under finance leases and hire purchase contracts	1,016	952
Other finance charges	-	1,500

	1,016	2,452

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Spizarnia (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

11. Tax on Profit

	Tax Rate		2024	2023
The tax charge on the profit for the year was as follows:
	2024	2023	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	(45,863 )	45,863
Deferred Tax
Deferred taxation			46,292	(17,478 )


Total tax charge for the period			429	28,385


The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
			2024	2023
			£	£
Profit before tax			39,802	124,282

Tax on profit at 25% (UK standard rate)			9,951	31,071
Goodwill/depreciation not allowed for tax			20,083	20,897
Expenses not deductible for tax purposes			2,657	10,026
Capital allowances			(98,257 )	(13,246 )
Short term timing differences			10,308	-
Difference in tax rates			3,449	(2,885 )
Deferred tax from unrecognised timing difference from a prior period			52,238	(17,478 )

Total tax charge for the period			429	28,385

12. Tangible Assets

	Land & Property
	Leasehold	Plant & Machinery	Motor Vehicles	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2024	-	640,755	225,825	9,266	875,846
Additions	362,834	71,750	-	6,774	441,358
Disposals	-	(86,717 )	(30,083 )	-	(116,800 )

As at 31 December 2024	362,834	625,788	195,742	16,040	1,200,404

Depreciation
As at 1 January 2024	-	505,231	72,486	7,958	585,675
Provided during the period	-	42,070	36,489	1,772	80,331
Disposals	-	(79,186 )	(15,507 )	-	(94,693 )

As at 31 December 2024	-	468,115	93,468	9,730	571,313

Net Book Value
As at 31 December 2024	362,834	157,673	102,274	6,310	629,091

As at 1 January 2024	-	135,524	153,339	1,308	290,171

No depreciation has been charged on leasehold property, as the asset is not yet complete or been brought into full use.

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Spizarnia (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

13. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	678,159	763,522
Other debtors	586,401	1,172,041

	1,264,560	1,935,563
Due after more than one year
Other debtors	-	2,427

	1,264,560	1,937,990

14. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Net obligations under finance lease and hire purchase contracts	4,177	3,893
Trade creditors	166,567	135,213
Amounts owed to participating interests	-	447,179
Other creditors	190,751	151,759
Corporation tax	-	45,863
Taxation and social security	204,810	119,912
Accruals and deferred income	58,900	118,578

	625,205	1,022,397

15. Creditors: Amounts Falling Due After More Than One Year

	2024	2023
	£	£
Net obligations under finance lease and hire purchase contracts	999	5,104

Of the creditors listed, the following amounts are secured. Amounts owing under hire purchase contracts are secured on the assets which the agreement finances.

	2024		2023
	£		£
Net obligations under finance lease and hire purchase contracts	5,176		8,997

The net book value of assets held under hire purchase agreements is £14,850 (2023 - £19,801). The depreciation charge for the period on these assets was therefore £4,950 (2023 - £6,601).

The company has granted a fixed and floating charge over all of its assets in favour of HSBC as security for any present or future liabilities that may arise in connection with the company's banking arrangements. As at the balance sheet date, the outstanding balance of the facilities covered by this charge was £nil (2023: £nil).

16. Obligations Under Finance Leases and Hire Purchase

	2024	2023
	£	£
The future minimum finance lease payments are as follows:
Not later than one year	4,177	3,893
Later than one year and not later than five years	999	5,104

	5,176	8,997

	5,176	8,997

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Spizarnia (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

17. Deferred Taxation

The provision for deferred tax is made up as follows:

	2024	2023
	£	£
Other timing differences	43,865	-

18. Provisions for Liabilities


	Deferred Tax	Total
	£	£
As at 1 January 2024	(2,427 )	(2,427)
Additions	46,292	46,292

Balance at 31 December 2024	43,865	43,865

19. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
100 Ordinary Shares of £ 1.00 each	100	100

20. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2024	2023
	£	£
Not later than one year	1,064,843	838,709
Later than one year and not later than five years	2,545,802	2,395,791

	3,610,645	3,234,500

21. Pension Commitments

The company pays in to a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year the charge to profit or loss in respect of defined contribution schemes was £37,010 (2023: £36,026).

At the balance sheet date contributions of £7,786 (2023: £9,095) were due to the fund and are included in creditors.

22. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 January 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2024
	£	£	£	£	£
Mr Przemyslaw Duklas	3,000	5,000	-	-	8,000

The above loan is unsecured, interest free and repayable on demand.

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Spizarnia (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

23. Related Party Disclosures

During the period the company entered into transactions with Spizarnia Poland, an entity which meets the related party

definition. Spizarnia Poland raised invoices totalling £nil (2023 - £38,943,315) to the company and the company made payments to Spizarnia Poland of £nil (2023 - £41,367,336). At the balance sheet date, the company owed £nil (2023 - £nil) to Spizarnia Poland.

During the prior period, the company entered into transactions with Spizarnia Trade Sp. z.o.o ., an entity which meets the related party definition. Spizarnia Trade Sp. z.o.o. raised invoices totalling £46,585 (2023 - £4,027,062) to the company and the company made payments to Spizarnia Trade Sp. z.o.o. of the same amount (2023 - £4,685,312). At the balance sheet date, the company was owed £15 (2023 - £600,000) by Spizarnia Trade Sp. z o. o. This balance is interest-free, repayable on demand and included within debtors due within one year.

During the period the company entered into transactions with Spizarnia Sp. z.o.o ., an entity which meets the related party definition. Spizarnia Sp. z.o.o. raised invoices totalling £140,176 (2023 - £10,347) to the company and the company made payments to Spizarnia Trade Sp. z.o.o. of £129,772 (2023 - £8,037). At the balance sheet date, the company owed £12,714 (2023 - £2,310) to Spizarnia Sp. z o.o. This balance is interest-free, repayable on demand and included within trade creditors due within one year.

During the period the company entered into transactions with Andmarket Ltd, an entity which meets the related party definition. The company raised invoices totalling £66,568 (2023 - £52,034) to Andmarket Ltd and Andmarket Ltd raised invoices to the company totalling £nil (2023 - £637). Andmarket Ltd paid the company £78,761 (2023 - £55,534) during the period. At the balance sheet date, the company was owed £8,763 (2023 - £7,642) by Andmarket Ltd. This balance is interest-free, repayable on demand and included within trade debtors due within one year.

During the period the company entered into transactions with Spizarnia Food Ltd, an entity which meets the related party definition. The company raised invoices totalling £5,936,458 (2023 - £3,587,753) to Spizarnia Food Ltd and Spizarnia Food Ltd paid the company £7,101,605 (2023 - £2,952,162) during the period. At the balance sheet date, the company was owed £657,559 (2023 - £635,591) by Spizarnia Food Ltd. At the balance sheet date, the company also owed £nil (2023 - £447,179) to Spizarnia Food Ltd for funds collected on its behalf. These balances are interest-free, repayable on demand and included within trade debtors and creditors due within one year.

At the balance sheet date, the company was owed £1,100 (2023 - £1,400) by Mr P Kolasa, a person defined as a related party. During the year, Mr P Kolasa paid £300 (2023 - £1,700) to the company. This balance is interest-free, repayable on demand and included within other debtors due within one year.

24. Controlling Parties

The company has no controlling party.

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