IRIS Accounts Production v25.4.0.155 14262444 Board of Directors 1.1.25 31.12.25 31.12.25 8/4/2026 0 false true false false true false Auditors Opinion iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 14262444 2024-12-31 14262444 2025-12-31 14262444 2025-01-01 2025-12-31 14262444 2023-12-31 14262444 2024-01-01 2024-12-31 14262444 2024-12-31 14262444 ns15:EnglandWales 2025-01-01 2025-12-31 14262444 ns14:PoundSterling 2025-01-01 2025-12-31 14262444 ns10:Director1 2025-01-01 2025-12-31 14262444 ns10:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 14262444 ns10:SmallEntities 2025-01-01 2025-12-31 14262444 ns10:Audited 2025-01-01 2025-12-31 14262444 ns10:SmallCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 14262444 ns10:SmallCompaniesRegimeForAccounts 2025-01-01 2025-12-31 14262444 ns10:FullAccounts 2025-01-01 2025-12-31 14262444 ns10:Director2 2025-01-01 2025-12-31 14262444 ns10:Director3 2025-01-01 2025-12-31 14262444 ns10:RegisteredOffice 2025-01-01 2025-12-31 14262444 ns5:CurrentFinancialInstruments 2025-12-31 14262444 ns5:CurrentFinancialInstruments 2024-12-31 14262444 ns5:Non-currentFinancialInstruments 2025-12-31 14262444 ns5:Non-currentFinancialInstruments 2024-12-31 14262444 ns5:ShareCapital 2025-12-31 14262444 ns5:ShareCapital 2024-12-31 14262444 ns5:RetainedEarningsAccumulatedLosses 2025-12-31 14262444 ns5:PlantMachinery 2024-12-31 14262444 ns5:PlantMachinery 2025-01-01 2025-12-31 14262444 ns5:PlantMachinery 2025-12-31 14262444 ns5:PlantMachinery 2024-12-31 14262444 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-12-31 14262444 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 14262444 ns5:AfterOneYear ns5:Non-currentFinancialInstruments 2025-12-31 14262444 ns5:AfterOneYear ns5:Non-currentFinancialInstruments 2024-12-31 14262444 ns5:CurrentFinancialInstruments 2025-01-01 2025-12-31 14262444 1 2025-01-01 2025-12-31

REGISTERED NUMBER: 14262444 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

GRASTIM UK LTD

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

GRASTIM UK LTD

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | B Pavolini

| A Vajatica

| C Mattera

| REGISTERED OFFICE: | 38 Craven Street

| London

| WC2N 5NG

| REGISTERED NUMBER: | 14262444 (England and Wales)

| AUDITORS: | Belluzzo Audit Limited

| Chartered Accountants and Statutory Auditors

| 38 Craven Street

| London

| WC2N 5NG

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

BALANCE SHEET

31 DECEMBER 2025

| 2025 |  | 2024

| as restated |

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 3,688,297 |  | 2,665,641 |  |

CURRENT ASSETS

Debtors | 5 | 1,211,747 |  | 1,379,086 |  |

Cash at bank and in hand | 120,973 |  | 239,934 |  |

1,332,720 |  | 1,619,020 |  |

CREDITORS

Amounts falling due within one year | 6 | (2,230,025 | ) | (2,053,809 | ) |

NET CURRENT LIABILITIES | (897,305 | ) | (434,789 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,790,992 |  | 2,230,852 |  |

CREDITORS

Amounts falling due after more than one year | 7 | (1,407,658 | ) | (879,995 | ) |

NET ASSETS | 1,383,334 |  | 1,350,857 |  |

CAPITAL AND RESERVES

Called up share capital | 1,020,000 |  | 1,020,000 |  |

Retained earnings | 363,334 |  | 330,857 |  |

1,383,334 |  | 1,350,857 |  |

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 April 2026 and were signed on its behalf by:

B Pavolini - Director

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| Grastim UK Ltd 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.

| The presentation currency of the financial statements is the Pound Sterling (£).

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.

| Turnover

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

| Revenues from rendering of services are recognized when it is probable that an economic benefit associated with the transaction will flow to the entity and the amount of revenue can be measured reliably.

| Tangible fixed assets

| The Company's tangible fixed assets comprise a combined power and heat plant (CHP) and a solar photovoltaic plant (SPV). Tangible fixed assets are initially recognised at cost and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses.

| Depreciation is provided so as to write off the cost of tangible fixed assets, less their estimated residual values, on a systematic basis over their estimated useful economic lives.

| Depreciation commences when the assets are available for use.

| The combined power and heat plant (CHP) was brought into use on 9th September 2025 and depreciation has been charged from that date at an annual rate of 10% on a straight-line basis, reflecting an estimated useful economic life of 10 years. Accordingly, the asset is being depreciated over the period from 9 September 2025 to 9 September 2035.

| The installation of the solar photovoltaic plant (SPV) is presently in progress and depreciation will commence in the accounting period during which the asset becomes available for use.

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| An entity recognises a financial asset or a financial liability only when the entity becomes a party to the contractual provisions of the instrument.

| Financial assets

| The company's financial assets comprise basic financial instruments, being trade and other receivables and cash and bank balances.

| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of no more than 24 hours.

| Trade, other receivable and amounts owed by group undertakings are measured at transaction price less any impairment. Any impairment loss is recognised in the Profit and Loss.

| Basic debt instruments and commitments to receive a loan and to make a loan to another entity that meet the conditions in FRS 102:11.8(c) can, after initial recognition, be measured at fair value through profit or loss, provided that this results in more relevant information.

| Financial assets are derecognised when contractual rights to the cash flows from the financial asset expires or are settled, or when substantially all the risks and rewards of ownership have been transferred.

| Financial liabilities

| The company's financial liabilities comprise of basic financial liabilities, including trade and other payables, amounts owed to group undertakings and bank loans.These are initially recognised at transaction price.

| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled, or expires.

| 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.

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| 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 operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Going concern

| The parent company has confirmed that they will continue to provide the financial support necessary for the Company to meet its financial commitments as they fall due for at least twelve months from the date of approval of these financial statements. Therefore the directors consider it appropriate that the financial statements are prepared on a going concern basis.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 1 (2024 - NIL ) .

4. | TANGIBLE FIXED ASSETS

| Plant and

| machinery

| etc

£ |

| COST

| At 1 January 2025 | 2,665,641 |  |

| Additions | 1,168,623 |  |

| Disposals | (38,160 | ) |

| At 31 December 2025 | 3,796,104 |  |

| DEPRECIATION

| Charge for year | 107,807 |  |

| At 31 December 2025 | 107,807 |  |

| NET BOOK VALUE

| At 31 December 2025 | 3,688,297 |  |

| At 31 December 2024 | 2,665,641 |  |

| The Company's tangible fixed assets comprise a combined power and heat plant (CHP) and a solar photovoltaic plant (SPV).

5. | DEBTORS

2025 | 2024 |

| as restated |

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 696,287 |  | 1,257,105 |  |

| Other debtors | 493,611 |  | 67,990 |  |

1,189,898 |  | 1,325,095 |  |

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

5. | DEBTORS - continued

2025 | 2024 |

| as restated |

£ | £ |

| Amounts falling due after more than one year:

| Other debtors | 21,849 |  | 53,991 |  |

| Aggregate amounts | 1,211,747 |  | 1,379,086 |  |

| The balance of debtors due after more than one year consists of a deferred tax asset. The deferred tax asset relates to the anticipated tax benefits arising from the utilisation of available tax losses against projected profits for the financial years 2026 and 2027.

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

| as restated |

£ | £ |

| Bank loans and overdrafts | 184,303 |  | - |  |

| Trade creditors | 157,657 |  | 557,094 |  |

| Amounts owed to group undertakings | 1,579,565 |  | 1,365,808 |  |

| Taxation and social security | 57,446 |  | 7,235 |  |

| Other creditors | 251,054 |  | 123,672 |  |

2,230,025 |  | 2,053,809 |  |

| In the reporting period the company started an additional 6 years long term loan agreement amounting to £1,000,000 with Intesa San Paolo S.P.A. This loan is scheduled for repayment in 23 quarterly equal instalments until 29th of October 2030. Interest will accrue on the loan balance at the rate of 2.95% above the Daily Sterling Overnight Interest Average (SONIA) starting from January 2025.

| Amendments were made for the £800,000 short term loan agreement which is with the parent company dated January 2024. The loan facility from the parent company is £1,100,000 and is repayable in a single instalment by 31 December 2026. The loan carries interest at 0.5% above the Bank of England base rate.

7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

| as restated |

£ | £ |

| Bank loans | 695,652 |  | - |  |

| Amounts owed to group undertakings | 712,006 |  | 879,995 |  |

1,407,658 |  | 879,995 |  |

8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Tony Castagnetti (Senior Statutory Auditor)

| for and on behalf of Belluzzo Audit Limited

GRASTIM UK LTD (REGISTERED NUMBER: 14262444)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

9. | OTHER FINANCIAL COMMITMENTS

| The total of future minimum payments under non-cancellable operating leases are:

| a) not later than one year: £ 6,730

| b) later than one year: 24,675

10. | RELATED PARTY DISCLOSURES

| As at year end the balance owed to its parent company Grastim J.V. S.R.L. was £1,819,738 (2024: £ 1,747,470).

| As at year end the balance owed to its associate company Grastim US CO was NIL (2024: £34,735).

| As at year end the balance owed to its shareholder company Simest S.P.A. was £471,832 (2024: £498,332).

| During the reporting period the company purchased services from its parent company Grastim J.V. S.R.L. for £54,002 (2024: £58,241).

11. | POST BALANCE SHEET EVENTS

| After the reporting date, a change in the ownership structure of Grastim JV S.r.l., the immediate parent company, has been proposed.

| Edoras S.a.r.l., a company incorporated in Luxemburg, with its registered office at 15, Boulevard Friedrich Wilhelm Raiffeisen, will acquire a majority stake in the immediate parent company.

| Graded Holding S.r.l., the ultimate parent company, will retain a minority stake in Grastim JV S.r.l.

| Completion of the transaction is expected to occur on or before 30 April 2026.

| This matter is considered a non-adjusting post balance sheet event, as it does not relate to conditions existing at the reporting date. Accordingly, no adjustments have been made to the financial statements.

12. | ULTIMATE CONTROLLING PARTY

| The immediate parent company is Grastim JV Srl, a company registered in Italy with legal address in - Via Porta di Massa Interno Porto di Napoli Stazione Marittima Sussidiaria Capannone Iuta - 80133 - Napoli.

| The ultimate parent company is Graded Holding Srl, a company incorporated in Italy with legal address in Napoli, Via Gen Girolamo Cala Ulloa, 38 - Italy.

| The smallest and largest group of undertakings for which consolidated accounts have been drawn up is that headed by Graded Holding Srl and copies are available at its registered office in Italy.

| There is not an ultimate controlling party.