REGISTERED NUMBER: 10785701 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ITALIAN REALFOODS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

I Nuez

R G J Ruiz De Gaona

W L Winston

REGISTERED OFFICE:

1 Guillemot Place

Clarendon Road

London

N22 6XG

REGISTERED NUMBER:

10785701 (England and Wales)

AUDITORS:

Cooper Parry Group Limited

Statutory Auditor

First Floor, Davidson House

Forbury Square

Reading

Berkshire

RG1 3EU

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

The comparatives are for a 9 month period ended 31 December 2023.

REVIEW OF BUSINESS

During the reporting period, the Group generated consolidated turnover of £14.42 million (2023: £8.70 million for the 9-month comparative period), and a profit before tax of £1,272,538 (2023: £329,590). Due to the difference in period length, direct year-on-year percentage comparisons are not provided.

The increase in sales reflects the full-year consolidation of Seggiano USA Inc., continued customer growth in core markets, and increased demand for high-quality speciality food products.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have identified the following principal risks to the business:

-

Inflationary Pressure: The Group has experienced increased input and distribution costs. Targeted cost control initiatives have been implemented to mitigate the impact on operating margins.

-

Foreign Exchange Risk: A significant proportion of the Group's purchases are made in Euros. Exchange rate volatility presents a risk to profitability, which is managed through regular monitoring and cost base alignment, although no formal hedging is currently in place.

-

Supply Chain Disruptions: Global logistics challenges continue to present operational risks. The Group has strategically increased stock holding of key lines to mitigate potential delays and maintain service levels.

GOING CONCERN

The Directors have assessed the Group's financial position, including its forecast cash flows, current and expected banking facilities, and operational plans. As of 31 December 2024, the Group held net assets of £4.15 million and had sufficient liquidity to meet all known obligations. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's financial risk management objectives are to maintain a stable financial structure while ensuring sufficient liquidity for operations. Financing is provided through a mix of bank term loans, an overdraft facility, and retained earnings.

-

Interest Rate Risk: The bank loan carries fixed repayments. The overdraft facility is subject to a variable interest rate. Cash flow is monitored regularly to ensure sufficient headroom.

-

Liquidity Risk: Liquidity is managed through rigorous working capital controls and prudent cash flow forecasting. The Group has access to sufficient banking facilities to meet foreseeable obligations.

The Group does not currently employ derivative financial instruments.

KEY PERFORMANCE INDICATORS

The Directors use both financial and operational metrics to evaluate business performance. The following key performance indicators (KPIs) are regularly monitored.

Period ended 31 December 2024

Period ended 31 December 2023

Turnover:

£14.42m

£8.70m

Gross Profit:

£4.66m

£2.75m

Operating Profit

£1.28m

£207,043

Stock Levels

£2.69m

£3.81m

Gross margin improvement is attributable to product mix optimisation and tighter margin controls. The reduction in stock levels reflects improved supply chain management and reduced excess inventory holdings.

FUTURE DEVELOPMENTS

The Group remains committed to strengthening its position in core markets in the UK, EU and US. Strategic priorities for the coming period include:

-

Continued investment in brand development and product innovation;

-

Expansion of direct-to-retail and e-commerce channels;

-

Ongoing improvements to stock management and supply chain resilience.

The Board will continue to monitor market dynamics, including inflation and currency risks, and adapt the Group's strategy accordingly.

ON BEHALF OF THE BOARD:

W L Winston - Director

18 September 2025

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

PRINCIPAL ACTIVITY

The Group operates in the premium food sector, specialising in the import and wholesale distribution of authentic Italian foods. Trading is conducted primarily through its subsidiaries, including Peregrine Trading Limited and Seggiano USA Inc.

DIVIDENDS

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

DIRECTORS

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

I Nuez

R G J Ruiz De Gaona

Other changes in directors holding office are as follows:

W L Winston - appointed 4 December 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

W L Winston - Director

18 September 2025

Opinion

We have audited the financial statements of Italian Realfoods Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 qualified 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 group 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 group's and the parent 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 Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 four, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We obtained an understanding of the legal and regulatory framework applicable to the Group and Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the Companies Act 2006 and relevant tax compliance regulations in the UK.

We obtained an understanding of how the Group and Company are complying with those legal and regulatory frameworks by making enquiries of management.

We assessed the susceptibility of the Group and Company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included:

-

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

-

Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations;

-

Confirming with management whether they have knowledge of any actual, suspected or illegal fraud;

-

Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance with all laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Newbold FCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

Statutory Auditor

First Floor, Davidson House

Forbury Square

Reading

Berkshire

RG1 3EU

22 September 2025

TURNOVER

3

14,421,072

8,698,351

Cost of sales

9,759,398

5,943,649

GROSS PROFIT

4,661,674

2,754,702

Distribution costs

400,872

264,455

Administrative expenses

2,982,627

2,283,204

3,383,499

2,547,659

OPERATING PROFIT

5

1,278,175

207,043

Interest receivable and similar income

6

6,431

129,259

1,284,606

336,302

Interest payable and similar expenses

7

12,068

6,712

PROFIT BEFORE TAXATION

1,272,538

329,590

Tax on profit

8

155,654

125,253

PROFIT FOR THE FINANCIAL YEAR

1,116,884

204,337

Profit attributable to:

Owners of the parent

1,116,884

204,337

PROFIT FOR THE YEAR

1,116,884

204,337

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,116,884

204,337

Total comprehensive income attributable to:

Owners of the parent

1,116,884

204,337

FIXED ASSETS

Intangible assets

11

3,357

11,482

Tangible assets

12

365,624

55,065

Investments

13

-

-

368,981

66,547

CURRENT ASSETS

Stocks

14

2,668,087

3,805,631

Debtors

15

1,381,000

888,498

Cash at bank and in hand

2,262,359

950,105

6,311,446

5,644,234

CREDITORS

Amounts falling due within one year

16

2,482,312

2,599,042

NET CURRENT ASSETS

3,829,134

3,045,192

TOTAL ASSETS LESS CURRENT LIABILITIES

4,198,115

3,111,739

CREDITORS

Amounts falling due after more than one year

17

(30,509

)

(61,017

)

PROVISIONS FOR LIABILITIES

21

(13,346

)

(13,346

)

NET ASSETS

4,154,260

3,037,376

CAPITAL AND RESERVES

Called up share capital

22

18

18

Share premium

23

14,264

14,264

Capital redemption reserve

23

1

1

Retained earnings

23

4,139,977

3,023,093

SHAREHOLDERS' FUNDS

4,154,260

3,037,376

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

W L Winston - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

16

16

16

16

CURRENT ASSETS

Debtors

15

44,779

50,278

Cash at bank

21

591

44,800

50,869

CREDITORS

Amounts falling due within one year

16

43,910

23,200

NET CURRENT ASSETS

890

27,669

TOTAL ASSETS LESS CURRENT LIABILITIES

906

27,685

CAPITAL AND RESERVES

Called up share capital

22

18

18

Share premium

23

9,744

9,744

Retained earnings

23

(8,856

)

17,923

SHAREHOLDERS' FUNDS

906

27,685

Company's (loss)/profit for the financial year

(26,779

)

155,844

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

W L Winston - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

17

2,968,375

4,520

1

2,972,913

Changes in equity

Issue of share capital

1

-

9,744

-

9,745

Dividends

-

(149,619

)

-

-

(149,619

)

Total comprehensive income

-

204,337

-

-

204,337

Balance at 31 December 2023

18

3,023,093

14,264

1

3,037,376

Changes in equity

Total comprehensive income

-

1,116,884

-

-

1,116,884

Balance at 31 December 2024

18

4,139,977

14,264

1

4,154,260

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

17

11,698

-

11,715

Changes in equity

Issue of share capital

1

-

9,744

9,745

Dividends

-

(149,619

)

-

(149,619

)

Total comprehensive income

-

155,844

-

155,844

Balance at 31 December 2023

18

17,923

9,744

27,685

Changes in equity

Total comprehensive income

-

(26,779

)

-

(26,779

)

Balance at 31 December 2024

18

(8,856

)

9,744

906

Cash flows from operating activities

Cash generated from operations

1

1,781,213

(883,771

)

Interest paid

(12,068

)

(6,712

)

Tax paid

(74,865

)

(103,166

)

Net cash from operating activities

1,694,280

(993,649

)

Cash flows from investing activities

Purchase of tangible fixed assets

(358,086

)

(961

)

Sale of tangible fixed assets

137

-

Interest received

6,431

2,379

Net cash from investing activities

(351,518

)

1,418

Cash flows from financing activities

Loan repayments in year

(30,508

)

(22,881

)

Amount withdrawn by directors

-

(243,783

)

Share issue

-

9,745

Equity dividends paid

-

(149,619

)

Net cash from financing activities

(30,508

)

(406,538

)

Increase/(decrease) in cash and cash equivalents

1,312,254

(1,398,769

)

Cash and cash equivalents at beginning of year

2

950,105

2,348,874

Cash and cash equivalents at end of year

2

2,262,359

950,105

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

Period

1/4/23

Year Ended

to

31/12/24

31/12/23

£

£

Profit for the financial year

1,116,884

204,337

Depreciation charges

38,943

22,060

Loss on disposal of fixed assets

16,594

786

Foreign exchange

(22

)

64

Finance costs

12,068

6,712

Finance income

(6,431

)

(129,259

)

Taxation

155,654

125,253

1,333,690

229,953

Decrease/(increase) in stocks

1,137,544

(1,668,704

)

Increase in trade and other debtors

(492,502

)

(122,598

)

(Decrease)/increase in trade and other creditors

(197,519

)

677,578

Cash generated from operations

1,781,213

(883,771

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,262,359

950,105

Period ended 31 December 2023

31/12/23

1/4/23

£

£

Cash and cash equivalents

950,105

2,348,874

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

950,105

1,312,254

2,262,359

950,105

1,312,254

2,262,359

Debt

Debts falling due within 1 year

(30,508

)

-

(30,508

)

Debts falling due after 1 year

(61,017

)

30,508

(30,509

)

(91,525

)

30,508

(61,017

)

Total

858,580

1,342,762

2,201,342

1.	STATUTORY INFORMATION

Italian Realfoods 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the Group and rounded to the nearest £.

Basis of consolidation

The consolidated financial statements present the results of the Group and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

Critical accounting judgements and key sources of estimation uncertainty

In preparing the audited annual financial statements, management is required to disclose the judgements made that have the most significant effect on the amounts recognised in the financial statements.

Stocks

In accordance with accounting policies stock is valued at each balance sheet date. The valuation of stock is based on estimates. The significant assumptions are in relation to the apportionment of landed costs and other indirect overheads costs into the stock cost valuation.

A Provision for Unrealised Profit (PURP) is recognised on intercompany sales within the group based on the proportion of stock still held within the group.