REGISTERED NUMBER: 02609524 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

SACLA UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Statement of Cash Flows

14

Notes to the Financial Statements

15

DIRECTORS:

C Ercole

E M Culf

REGISTERED OFFICE:

Italy House

16 Warwick Road

Beaconsfield

Buckinghamshire

HP9 2PE

REGISTERED NUMBER:

02609524 (England and Wales)

AUDITORS:

Landers Accountants Ltd

Church View Chambers

38 Market Square

Toddington

Bedfordshire

LU5 6BS

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

Our review of the business aims to show the company's development and performance during the year and our position at the year end. This review is consistent with the size and relatively uncomplicated nature of our business and is written in the context of the risks and the opportunities it faces.

Our central philosophy remains that food is a joyful thing and that Italians do it best. We will continue to focus on driving the Sacla' brand, balanced carefully with products made for retailers' brands.

Customers and consumers want to do business with companies with a strong commitment towards people and planet. As a certified B-Corp we will continue to focus on using our business as a force for good in 2026, especially in terms of carbon footprint, community contribution and collaboration across our supply chains.

We pay close attention to margins, stock management and logistics to manage our gross profit against a backdrop of a competitive marketplace. We also work to ensuring our overheads are carefully controlled and at an appropriate level.

The introduction of the EPR recycling tax has added some pressure into margins. Uncertainty around macro-economic factors causing inflationary pressures from global conflict appears to be exacerbating. Our family owners along with the teams in Italy and the UK are working ever more closely to support and develop the business at this time.

Entering 2026 the leadership of our business in the UK has changed. We appreciate the work of the previous management and also look forward to the future.

Our thanks to our consumers, customers, suppliers and partners who have helped us continue to offer real Italian products of the highest quality, with their loyalty and support throughout yet another extraordinary year.

In our opinion the key financial performance indicators are as follows;

2025

2024

2023

Turnover

£22,022,660

£23,589,696

£25,425,020

Gross profit ratio

8.80%

11.11%

13.27%

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks to which the business is subject are, economic risk, financial risk, consumer safety risk and customer risk. Details of these risks and the procedures in place to minimise these are as follows:

The economic risk relating to the possible decline in business is dependent on continued consumer demand for our products. We address this by closely monitoring our customers' and consumers' needs and respond to these by adapting our range, promotions and product development.

The financial risks present in maintaining the on-going cash flow and also management of exchange rate fluctuations are addressed through a regular review of cash flow and rigorous management of our assets.

We focus as much time on developing and implementing our safety procedures to mitigate consumer safety risk, as we do in ensuring the quality of our products. Consequently, we have state of the art technology to review every product before it reaches our retailers' shelves. In addition to this we also have procedures in place to enable us to react quickly to any consumer safety and quality incidents including the ability to initiate immediate product recalls where necessary.

Customer risk is linked to both breakdown in customer relationships which could affect turnover, and customer consolidation which may result in a reduction of product volumes ordered. We are particularly proud of the strong Brand and consumer following which we have built in conjunction with strong customer relations.

ON BEHALF OF THE BOARD:

E M Culf - Director

17 June 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an importer of pesto, pasta sauces, preserved vegetables and similar food condiments from Italy, for wholesale distribution to the UK grocery retail and foodservice markets. The company is a wholly-owned subsidiary of Fratelli Sacla' S.p.A, a company incorporated in Italy, which manufactures all the group's products.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

C Ercole has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

C E Blampied - resigned 13 November 2025

E M Culf - appointed 17 November 2025

CHARITABLE DONATIONS AND EXPENDITURE

There were no political donations made or political expenditure incurred during the financial year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 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. They are 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.

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Landers Accountants Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

E M Culf - Director

17 June 2026

Opinion

We have audited the financial statements of Sacla UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 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 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.

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 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.

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:

- enquiries with management, including consideration of known or suspected instances of fraud and

non-compliance with laws and regulations and examining supporting calculations where a provision has been

made in respect of these;

- reading key correspondence with regulatory authorities in relation to compliance with certain employment

laws;

- understanding and evaluating the design and implementation of management's controls designed to prevent

and detect irregularities;

- challenging assumptions and judgements made by management in their significant accounting estimates, in

particular in relation to valuation of investment property and the measurement and classification of

exceptional items;

- identifying and testing journal entries, in particular any journal entries posted with unusual account

combinations and postings by unusual users.

There are inherent limitations in the audit procedures described above and the further removed

non-compliance with laws and regulations is from the events and transactions reflected in the financial

statements, the less likely we would become aware of it. Also, the risk of not detecting a material

misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may

involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through

collusion.

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.

Robert Brown (Senior Statutory Auditor)

for and on behalf of Landers Accountants Ltd

Church View Chambers

38 Market Square

Toddington

Bedfordshire

LU5 6BS

17 June 2026

REVENUE

4

22,022,660

23,589,696

Cost of sales

20,084,104

20,968,874

GROSS PROFIT

1,938,556

2,620,822

Administrative expenses

2,254,142

2,555,435

(315,586

)

65,387

Other operating income

63,688

-

OPERATING (LOSS)/PROFIT

6

(251,898

)

65,387

Interest receivable and similar income

8,745

4,281

(243,153

)

69,668

Interest payable and similar expenses

7

27,000

59,962

(LOSS)/PROFIT BEFORE TAXATION

(270,153

)

9,706

Tax on (loss)/profit

8

2,925

9,507

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(273,078

)

199

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(273,078

)

199

FIXED ASSETS

Property, plant and equipment

9

62,743

99,388

CURRENT ASSETS

Inventories

10

2,073,015

2,944,866

Debtors

11

1,563,080

2,311,376

Cash at bank and in hand

900,133

455,291

4,536,228

5,711,533

CREDITORS

Amounts falling due within one year

12

3,373,939

4,340,736

NET CURRENT ASSETS

1,162,289

1,370,797

TOTAL ASSETS LESS CURRENT LIABILITIES

1,225,032

1,470,185

PROVISIONS FOR LIABILITIES

14

185,663

157,738

NET ASSETS

1,039,369

1,312,447

CAPITAL AND RESERVES

Called up share capital

15

300,000

300,000

Retained earnings

16

739,369

1,012,447

SHAREHOLDERS' FUNDS

1,039,369

1,312,447

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 17 June 2026 and were signed on its behalf by:

E M Culf - Director

C Ercole - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

300,000

1,012,248

1,312,248

Changes in equity

Total comprehensive income

-

199

199

Balance at 31 December 2024

300,000

1,012,447

1,312,447

Changes in equity

Total comprehensive income

-

(273,078

)

(273,078

)

Balance at 31 December 2025

300,000

739,369

1,039,369

Cash flows from operating activities

Cash generated from operations

1

479,121

(261,228

)

Interest paid

(27,000

)

(59,962

)

Tax paid

(12,543

)

(22,743

)

Net cash from operating activities

439,578

(343,933

)

Cash flows from investing activities

Purchase of tangible fixed assets

(41,893

)

(11,490

)

Sale of tangible fixed assets

38,412

-

Disposal of fixed asset investments

-

10,000

Interest received

8,745

4,281

Net cash from investing activities

5,264

2,791

Increase/(decrease) in cash and cash equivalents

444,842

(341,142

)

Cash and cash equivalents at beginning of year

2

455,291

796,433

Cash and cash equivalents at end of year

2

900,133

455,291

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

(Loss)/profit before taxation

(270,153

)

9,706

Depreciation charges

43,738

45,994

Profit on disposal of fixed assets

(3,611

)

-

Increase/(Decrease) in provisions

25,000

-

Increase/(Decrease) in group company

(846,204

)

(1,390,553

)

Finance costs

27,000

59,962

Finance income

(8,745

)

(4,281

)

(1,032,975

)

(1,279,172

)

Decrease in inventories

871,851

1,224,275

Decrease/(increase) in trade and other debtors

748,296

(140,841

)

Decrease in trade and other creditors

(108,051

)

(65,490

)

Cash generated from operations

479,121

(261,228

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

900,133

455,291

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

455,291

796,433

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

455,291

444,842

900,133

455,291

444,842

900,133

Total

455,291

444,842

900,133

1.	STATUTORY INFORMATION

Sacla UK Limited is a company limited by shares, incorporated in England and Wales. Its registered office and principal place of business is Italy House, 16 Warwick Road, Beaconsfield, Buckinghamshire, HP9 2PE.

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 presentation currency is £ sterling.

Revenue

The company's revenue represents the value, excluding value added tax, of goods and services supplied to customers during the year.

Revenue represents gross sales to outside customers before taking account of trade discounts or other rebates given.

Revenue recognition

Revenue is recognised when goods have been delivered to customers such that risk and rewards of ownership have transferred to them.

Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold

-

10% on cost

Improvements to property

-

20% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

30% on cost

Computer equipment

-

33% on cost

All fixed assets are initially recorded at cost.

The assets are carried at cost less accumulated depreciation and impairment.

Assets are removed from the statement of financial position on disposal or when it is withdrawn from use and no future economic benefits are expected from its disposal.

Investments in subsidiaries

Investment in subsidary undertakings are recognised at cost less any indicators of impairment.

Inventories

Inventories are measured at the lower of cost and selling price less cost to sell. Cost is calculated on a first in, first out basis and includes all costs to purchase, and other costs incurred in bringing the inventories to their present location and condition.

When the inventory's market value drops below its book value on the Statement of Financial Position an impairment correction is undertaken.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into £ sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into £ sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing

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

The benefits of lease incentives are recognised in the profit and loss account over the lease period.

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.

Provisions for liabilities

Provisions are recognised when the company has a present obligation (legal or constructive) at the reporting date as a result of a past event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

3.	CRITICAL ACCOUNTING JUDGEMENTS

No significant judgements have been made by management in preparing these financial statements.

There were no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.

REVENUE

The revenue and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of revenue by geographical market is given below:

31.12.25

31.12.24

£

£

United Kingdom

22,022,660

23,589,696

22,022,660

23,589,696

5.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

1,295,268

1,428,743

Social security costs

156,416

173,802

Other pension costs

119,875

135,426

1,571,559

1,737,971

The average number of employees during the year was as follows:

31.12.25

31.12.24

Number of administrative staff

14

18

31.12.25

31.12.24

£

£

Directors' remuneration

366,987

412,249

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

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

31.12.25

31.12.24

£

£

Emoluments etc

336,282

412,249

6.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

31.12.25

31.12.24

£

£

Hire of plant and machinery

-

1,381

Other operating leases

135,867

134,959

Depreciation - owned assets

43,737

45,993

Profit on disposal of fixed assets

(3,611

)

-

Auditors' remuneration

32,000

29,050

Foreign exchange differences

(4,182

)

21,663

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Bank charges and interest

27,000

59,962

8.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

-

12,543

Deferred tax

2,925

(3,036

)

Tax on (loss)/profit

2,925

9,507

UK corporation tax was charged at 25%) in 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25

31.12.24

£

£

(Loss)/profit before tax

(270,153

)

9,706

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(67,538

)

2,427

Effects of:

Expenses not deductible for tax purposes

3,440

4,943

Capital allowances in excess of depreciation

(1,091

)

-

Depreciation in excess of capital allowances

-

5,173

Losses carried forward

65,189

-

Deferred tax: origination and reversal of timing differences

2,925

(3,036

)

Total tax charge

2,925

9,507

9.	PROPERTY, PLANT AND EQUIPMENT

Improvements

Fixtures

Long

to

and

leasehold

property

fittings

£

£

£

COST

At 1 January 2025

52,596

40,396

119,684

Additions

1,811

36,337

-

Disposals

-

-

(44,572

)

At 31 December 2025

54,407

76,733

75,112

DEPRECIATION

At 1 January 2025

52,596

40,396

76,842

Charge for year

1,811

6,306

18,703

Eliminated on disposal

-

-

(44,467

)

At 31 December 2025

54,407

46,702

51,078

NET BOOK VALUE

At 31 December 2025

-

30,031

24,034

At 31 December 2024

-

-

42,842