ACCOUNTS - Final Accounts

Analysis of the maturity of loans is given below:

Registered number: 13410852

SAVINO DEL BENE FDS UK LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2025

SAVINO DEL BENE FDS UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVINO DEL BENE FDS UK LIMITED

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Opinion

We have audited the financial statements of Savino Del Bene FDS UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Financial Position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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SAVINO DEL BENE FDS UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVINO DEL BENE FDS UK LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has 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 Directors' 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 directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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SAVINO DEL BENE FDS UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVINO DEL BENE FDS UK LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

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 an Auditors' 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:

- We exercise professional judgment and maintain professional scepticism throughout the audit;

- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;

- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;

- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;

- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

- We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements.

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 Auditors' Report.

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SAVINO DEL BENE FDS UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SAVINO DEL BENE FDS UK LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

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 Auditors' 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.

M S Caldicott ACA FCCA CTA (Senior Statutory Auditor)

for and on behalf of

White Hart Associates (London) Limited

Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA

15 April 2026

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SAVINO DEL BENE FDS UK LIMITED

REGISTERED NUMBER: 13410852

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	4		90,265		104,517
Tangible assets	5		234,063		290,433
			324,328		394,950
Current assets
Debtors: amounts falling due within one year	6	700,149		997,147
Cash at bank and in hand	7	419,093		341,417
		1,119,242		1,338,564
Creditors: amounts falling due within one year	8	(2,597,430)		(1,440,312)
Net current liabilities			(1,478,188)		(101,748)
Total assets less current liabilities			(1,153,860)		293,202
Creditors: amounts falling due after more than one year	9		-		(1,225,000)
Provisions for liabilities
Deferred tax	11	(58,517)		(72,609)
Other provisions	12	(230,000)		(132,000)
			(288,517)		(204,609)
Net liabilities			(1,442,377)		(1,136,407)

Capital and reserves
Called up share capital	10,000	510,000
Profit and loss account	(1,452,377)	(1,646,407)
	(1,442,377)	(1,136,407)

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SAVINO DEL BENE FDS UK LIMITED

REGISTERED NUMBER: 13410852

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 April 2026.

A Arunagiri	S Fieni
Director	Director
A De Giusti Director

The notes on pages 7 to 16 form part of these financial statements.

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Savino Del Bene FDS UK 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

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The Board and management meet regularly during the year and continue to review the Company's financial position, budgets and forecasts in order to neutralise the potential financial impact from any significant downturn in trading.

As a result of these reviews and projections, the Board and management have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being at least the following 12 months from the signing of these financial statements. The Company also continues to receive the full support of the Group.

Consequently, the directors believe that it is still appropriate to apply the going concern basis for the foreseeable future.

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.4

Revenue

Turnover represents the total net amounts receivable by the company for services supplied during the year in the normal course of its business, after deducting trade discounts and value added tax.

Revenue is recognised when the service is carried out. For exports, this is the date of departure of the customers' goods from the UK. For imports, this is the date the customers' goods have passed through UK customs and are available for collection or, if the services include delivery of the goods, it is the date of delivery.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Plant and machinery	-	between 11% and 33%
				Computer equipment	-	between 20% and 33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Employees

The average monthly number of employees, including directors, during the year was 11 (2024 - 13).

4.	Intangible assets

		Lease capital costs
		£
	Cost
	At 1 January 2025	142,523
	At 31 December 2025	142,523
	Amortisation
	At 1 January 2025	38,006
	Charge for the year on owned assets	14,252
	At 31 December 2025	52,258
	Net book value
	At 31 December 2025	90,265
	At 31 December 2024	104,517

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.	Tangible fixed assets

	Plant and machinery	Computer equipment	Total
	£	£	£
Cost
At 1 January 2025	352,205	76,620	428,825
Additions	13,185	-	13,185
At 31 December 2025	365,390	76,620	442,010
Depreciation
At 1 January 2025	92,305	46,087	138,392
Charge for the year on owned assets	50,733	18,822	69,555
At 31 December 2025	143,038	64,909	207,947
Net book value
At 31 December 2025	222,352	11,711	234,063
At 31 December 2024	259,900	30,533	290,433

Debtors

					2025	2024
					£	£


Trade debtors	182,152	433,541
Amounts owed by group undertakings	85,756	184,064
Other debtors	42,006	320
Prepayments and accrued income	390,235	379,222
	700,149	997,147

Included within amounts owed by group undertakings is an amount of £50,878 (2024: £163,251) in respect of the anticipated surrender of corporation tax losses under group relief by the Company to Savino Del Bene (UK) Limited and Aprile UK Limited.

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	419,093	341,417
	419,093	341,417

8.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Other loans (see note below)	1,875,000	650,000
Trade creditors	119,880	151,999
Amounts owed to group undertakings	171,016	132,847
Other taxation and social security	6,730	13,717
Accruals and deferred income	424,804	491,749
	2,597,430	1,440,312

Included within other loans above is an amount of £650,000 (2024: £650,000) received from a group company, Savino Del Bene UK Limited. It is unsecured, repayble in full by 31 December 2026 and carries interest at the annual rate of 5% payable monthly.

Also included in other loans above is an amount of £1,225,000 (2024: £1,225,000 due after more than one year - see note 9 below) received from the Company's parent company,’Savino Del Bene Luxembourg S.A. It is unsecured and carries interest at the annual rate of 3% payable quarterly and was cleared on 20 January 2026 via the issue of 1,225,000 ordinary shares of £1 each to ’Savino Del Bene Luxembourg S.A.

9.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Other loans	-	1,225,000
	-	1,225,000

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Amounts falling due within one year
Other loans	1,875,000	650,000
	1,875,000	650,000
Amounts falling due 1-2 years
Other loans	-	1,225,000
	-	1,225,000


	1,875,000	1,875,000

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Deferred taxation

	2025	2024
	£	£

At beginning of year	(72,609)	(82,440)
Charged to profit or loss	14,092	9,831
At end of year	(58,517)	(72,609)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

	Accelerated capital allowances	(58,517)	(72,609)
		(58,517)	(72,609)

12.	Provisions

		Dilapidation costs
		£

	At 1 January 2025	132,000
	Charged to profit or loss	98,000
	At 31 December 2025	230,000

13.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £3,623 (2024: £3,232). Contributions totalling £305 (2024: £349) were payable to the fund at the reporting date.

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SAVINO DEL BENE FDS UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Related party transactions
	The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group. All material transactions undertaken with non-wholly owned group companies are carried out under normal market conditions.

15.	Post balance sheet events

On 20 January 2026, the loan of £1,225,000 due to the Company’s parent undertaking, Savino Del Bene Luxembourg S.A., which is included within other loans due within one year at the balance sheet date, was converted into equity via the issue of 1,225,000 ordinary shares of £1 each.

16.	Controlling party

The immediate parent company is ’Savino Del Bene Luxembourg S.A., whose registered office is 28 Cote d'Eich, L-1450, Luxembourg.

The ultimate parent company is Savino Del Bene SpA, whose registered office is Via del Botteghino, 24/26/28A, 50018 Scandicci (Florence), Italy.

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