REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
For The Year Ended 31st December 2022 |
for |
Celli International Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
For The Year Ended 31st December 2022 |
for |
Celli International Limited |
Celli International Limited (Registered number: 08483262) |
Contents of the Financial Statements |
For The Year Ended 31st December 2022 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Statement of Directors' Responsibilities | 4 |
Report of the Independent Auditors | 5 |
Statement of Income and Retained Earnings | 9 |
Balance Sheet | 10 |
Notes to the Financial Statements | 11 |
Celli International Limited |
Company Information |
For The Year Ended 31st December 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
and Statutory Auditors |
5 White Oak Square, London Road |
Swanley |
Kent |
BR8 7AG |
Celli International Limited (Registered number: 08483262) |
Strategic Report |
For The Year Ended 31st December 2022 |
The directors present their strategic report for the year ended 31st December 2022. |
PRINCIPAL ACTIVITY |
The Company is primarily a Holding company. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The policy of risk acceptance and risk management is addressed through an annual Board review process with approval and ongoing review. Compliance with regulation, legal and ethical standards is a high priority and the directors take an important oversight role in this regard. |
The main risks of the company are those associated with ADS2 Limited, Celli Group (UK) Limited, and Celli Asset Management (UK) Limited, the company's main material trading subsidiaries. The main risks to the business of ADS2 Limited, Celli Group (UK) Limited and Celli Asset Management (UK) Limited have been identified as a disproportionate reliance on sales volume from a few key customers, changing customer service requirements and global competitors from low-cost environments. These risks have been managed by an expansion of the customer base whilst maintaining high quality standards to existing customers, evolving customer service solutions and efficiently managing the cost base and procurement process. We have continued to invest in the business through staff recruitment, IT and refining our quality control systems and processes as part of the process of managing these risks. |
Currency fluctuations and changes in commodity prices are also risks that we continue to actively manage. |
RESULTS AND PERFORMANCE |
The results of the Company for the period show a loss on ordinary activities before tax of £795,461 (2021 - profit - £85,559). The shareholders' funds total £2,227,487 in deficit (2021 £1,432,026 in deficit). |
The performance during the year relates predominately to foreign exchange losses and interest due on parent company loans. |
STRATEGY AND FUTURE DEVELOPMENTS |
The company's main strategy is to continue in its role as a holding company providing finance to the UK trading companies in the Celli UK Group. |
Whilst we have not seen any impact to the company or the group's operations to date from Brexit we will continue to closely monitor developments. The UK businesses have continued working closely with key suppliers and partners to control costs and to put processes in place to minimise disruption. |
The current economic environment has had a significant impact on the manufacturing and hospitality industry, with raising material and utility prices and consumers limiting their spending. This then limits the demand for new products into the market, we have seen a slight shift towards customers wanting to get the most out of their products. As a result of this, the UK Group have diversified its offering and has focused on the Asset Management arm of the business, of which one of the key objectives is maintenance and refurbishment of existing capital equipment. |
The increased utility and material prices have impacted all business however manufacturing and hospitality businesses have been one of the hardest hit, with Celli UK seeing a significant increase in its cost of goods especially towards the end of the year. Demand for products has been strong throughout the year however the raising costs has had an impact on performance. |
ON BEHALF OF THE BOARD: |
19th October 2023 |
Celli International Limited (Registered number: 08483262) |
Report of the Directors |
For The Year Ended 31st December 2022 |
The directors present their report with the financial statements of the company for the year ended 31st December 2022. |
DIVIDENDS |
No dividends will be distributed for the year ended 31st December 2022. |
DIRECTORS |
The directors who have held office during the period from 1st January 2022 to the date of this report are as follows: |
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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Sargeant Partnership LLP, were appointed as auditor to the company, and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting. |
ON BEHALF OF THE BOARD: |
Celli International Limited (Registered number: 08483262) |
Statement of Directors' Responsibilities |
For The Year Ended 31st December 2022 |
The directors are responsible for preparing the Strategic Report, the Directors' Report 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 they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 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 estimates that are reasonable and prudent; |
- state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and |
- use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. |
Report of the Independent Auditors to the Members of |
Celli International Limited |
Opinion |
We have audited the financial statements of Celli International Limited (the 'company') for the year ended 31st December 2022 which comprise the Statement of Income and Retained Earnings, Balance Sheet and 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 31st December 2022 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, the Report of the Directors and the Statement of Directors' Responsibilities, 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. |
Report of the Independent Auditors to the Members of |
Celli International Limited |
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. |
Report of the Independent Auditors to the Members of |
Celli International Limited |
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: |
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. 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 ISA's (UK). |
In identifying and assessing risks of material misstatement in respect of irregularities including, fraud and non-compliance with laws and regulations, our procedures included the following: |
- We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, and UK corporate taxation laws. |
-We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making inquiries to the management and directors. We corroborated our inquiries through our review of board minutes and papers provided to the audit engagement team. |
-We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit engagement team included: |
a) Identifying and assessing the design effectiveness of controls management has put in place to prevent and detect fraud; |
b) Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; |
c) Challenging assumptions and judgements made by management in its significant accounting estimates; |
d) Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations: and |
e) Assessing the extent of compliance with the relevant 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. |
Report of the Independent Auditors to the Members of |
Celli International Limited |
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. |
for and on behalf of |
Chartered Accountants |
and Statutory Auditors |
5 White Oak Square, London Road |
Swanley |
Kent |
BR8 7AG |
Celli International Limited (Registered number: 08483262) |
Statement of Income and |
Retained Earnings |
For The Year Ended 31st December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
TURNOVER |
Administrative expenses | ( |
) |
OPERATING (LOSS)/PROFIT | ( |
) |
Interest payable and similar expenses | 4 |
(LOSS)/PROFIT BEFORE TAXATION | 5 | ( |
) |
Tax on (loss)/profit | 6 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
Retained earnings at beginning of year | ( |
) | ( |
) |
RETAINED EARNINGS AT END OF YEAR |
( |
) |
( |
) |
Celli International Limited (Registered number: 08483262) |
Balance Sheet |
31st December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
10 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Retained earnings | 13 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements |
For The Year Ended 31st December 2022 |
1. | STATUTORY INFORMATION |
Celli International Limited ("the company") is a private company, limited by shares, incorporated, domiciled and registered in England and Wales. The company's registered number and registered office address are: |
Registered number: 08483262 |
Registered office: Thirsk Industrial Park |
York Road |
Thirsk |
North Yorkshire |
YO7 3BX |
The Company is exempt by virtue of section 401 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") as issued in August 2014. The financial statements have been prepared under the historical cost convention. |
These financial statements report the results for the year from 1 January 2022. The comparative period relates to the year from 1 January 2021. |
The company's parent undertaking, Celli S.p.a. includes the company in its consolidated financial statements. The consolidated financial statements of Celli S.p.a. are available to the public and may be obtained from Via Casino Albini,605, 47842 San Giovanni in Marignano (RN), Italy. In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures: |
- Reconciliation of the number of shares outstanding from the beginning to end of the period; |
- Cash Flow Statement and related notes; and |
- Key Management Personnel compensation. |
As the consolidated financial statements of Celli S.p.a. include the equivalent disclosures, the company has also taken the exemptions under FRS 102 available in respect of the following disclosures: |
- The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1. |
The company proposes to continue to adopt the reduced disclosure framework of FRS 102 in its next financial statements. |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
Related party exemption |
The company has taken advantage of exemption, under the terms of FRS 102, not to disclose related party transactions with wholly owned subsidiaries within the group. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities in these accounts. |
Going concern |
The Company's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report on page 2. |
In making their assessment regarding the going concern status of the Company, the Directors have considered the impact of the COVID-19 pandemic on the forecast performance of the Company's subsidiaries and specifically on the demand for the existing product offering. The Directors have also considered the Company's available financial resources and the commitment of the wider Celli group towards operations in the United Kingdom. The financial statements are prepared on a going concern basis. |
The current economic environment has had a significant impact on the manufacturing and hospitality industry, with raising material and utility prices and consumers limiting their spending. This then limits the demand for new products into the market, we have seen a slight shift towards customers wanting to get the most out of their products. As a result of this, the UK Group have diversified its offering and has focused on the Asset Management arm of the business, of which one of the key objectives is maintenance and refurbishment of existing capital equipment. |
The increased utility and material prices have impacted all business however manufacturing and hospitality businesses have been one of the hardest hit, with Celli UK seeing a significant increase in its cost of goods especially towards the end of the year. Demand for products has been strong throughout the year however the raising costs has had an impact on performance. |
As a holding company the Directors have considered the cash flows for a period of 12 months from the date of approval of these financial statements and have concluded that the Company will have sufficient funds, through its current intra-group funding from both its ultimate parent company Celli S.p.a and direct subsidiary Celli Group (UK) Limited, to meet its liabilities as they fall due for that period. |
Those forecasts are dependent on Celli S.p.a not seeking repayment of the amounts currently due to the group, which at 31 December 2022 amounted to £9,705,913, and providing additional financial support during that period. Celli S.p.a has indicated its intention to make available such funds as are needed by the company for the period covered by the forecasts. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. |
The directors acknowledge that the ability of Celli S.p.a to provide this support is dependent on the ability of the wider Celli Group to achieve forecasts which are subject to similar judgements about the global hospitality industry and performance of the new Asset Management division. |
In summary, despite this uncertainty impacting the industry as a whole, the Directors remain confident in their robust and transparent budgeting process which has been developed following consultation with key customers. |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
Functional and presentational currency |
These financial statements are presented in Great British Pounds, which is the company's functional currency. All financial information presented in Great British Pounds has been rounded to the nearest thousand. |
Foreign currency |
Transactions in foreign currencies are translated to the company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account. |
Interest receivable and Interest payable |
Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy). |
Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains. |
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the company's right to receive payments is established. Foreign currency gains and losses are reported on a net basis. |
Investments in subsidiaries |
Fixed asset investments in subsidiaries are stated in the balance sheet at cost less any provision made for impairment in value. |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
Basic financial instruments |
Trade and other debtors / creditors |
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. |
Interest-bearing borrowings classified as basic financial instruments |
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses. |
Classification of financial instruments issued by the company |
In accordance with FRS 102.22, financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions: |
(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company: and |
(b) where the instrument will or may be settled in the company's own equity instruments, it is either a non-derivative that includes no obligation to delivery a variable number of the company's own equity instruments or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments |
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares. |
Impairment excluding stocks |
Financial assets (including trade and other debtors) |
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. |
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. |
Non-financial assets |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
The carrying amounts of the company's non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit"). The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to cash-generating units, or ("CGU") that are expected to benefit from the synergies of the combination. For the purpose of goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on a non-arbitrary basis, the impairment of goodwill is determined using the recoverable amount of the acquired entity in its entirety, or if it has been integrated then the entire entity into which it has been integrated. |
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. |
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. |
Provisions |
A provision is recognised in the balance sheet when the company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. |
Where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee. |
Taxation |
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income. |
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. |
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense. |
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31st December 2022 nor for the year ended 31st December 2021. |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
Management |
31.12.22 | 31.12.21 |
£ | £ |
Directors' remuneration |
There were no pension contributions to money purchase schemes made on behalf of directors in the current or previous years. |
4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.22 | 31.12.21 |
£ | £ |
Parent company loan interest |
5. | (LOSS)/PROFIT BEFORE TAXATION |
The loss (2021 - profit) is stated after charging/(crediting): |
31.12.22 | 31.12.21 |
£ | £ |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31st December 2022 nor for the year ended 31st December 2021. |
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: |
31.12.22 | 31.12.21 |
£ | £ |
(Loss)/profit before tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Utilisation of tax losses | ( |
) |
Group Relief surrendered |
Losses carried forward |
Total tax charge | - | - |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
6. | TAXATION - continued |
No liability to UK corporation tax arose for the year ended 31st December 2022 nor for the year ended 31st December 2021. There is no deferred tax charge for the year (2021: £nil) and no provision for a deferred tax provision or asset has been recognised. |
7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1st January 2022 |
and 31st December 2022 |
NET BOOK VALUE |
At 31st December 2022 |
At 31st December 2021 |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Amounts due from subsidiary undertakings |
VAT |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Trade creditors |
Amounts owed to parent undertakings |
Amounts owed to subsidiary undertakings |
Accruals |
10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Other loans (see note 11) |
11. | LOANS |
An analysis of the maturity of loans is given below: |
31.12.22 | 31.12.21 |
£ | £ |
Amounts falling due between one and two years: |
Parent Company Loan 1-2 years |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
11. | LOANS - continued |
31.12.22 | 31.12.21 |
£ | £ |
Amounts falling due between two and five years: |
Parent Company Loan 2-5 years |
During the year ended 31 December 2017, the company purchased 100% of Brewday Limited, which held 100% of Celli Group (UK) Limited. To finance the purchase, the company issued fixed rate guaranteed unsecured loan notes 2017 of £2,450,000, secured by a guarantee by HSBC PLC, and the company borrowed €7,000,000 from its parent company Celli S.p.a. |
The Euro parent company loan was repayable over 60 months in quarterly instalments. However, during the year, no repayments were made. The original loan agreement expired on 1st December 2022. The balance of the principal and accrued interest at 31st December 2022 of £5,221,292 is disclosed as due within one year. Interest is charged at the 'Euribor' rate of interest plus 1.9%. |
The early repayment in March 2019 of the fixed rate guaranteed unsecured loan notes 2017 (issued to fund the purchase of Celli Group (UK) Limited) and the fixed rate guaranteed unsecured loan note 2018 (issued to fund the acquisition of F.J.E. Plastic Developments Limited by ADS2 Limited, a wholly owned subsidiary of the company) was funded by a loan of £3,142,331 from Celli s.p.a., the interest rate is 4.25% per annum. The loan principal and accrued interest are repayable upon written request by Celli S.p.a. and in any case by 27th March 2027. |
Celli s.p.a. made a further loan of £750,000 on the 10th March 2020 for the purchase of Celli Asset Management (UK) Limited. The principal and accrued interest are due to be paid on 9 March 2028. The principal and accrued interest at 31st December 2022 are disclosed as due within two and five years. Interest is charged at a fixed rate rate of 4.25%. |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | £ | £ |
Ordinary | £1 | 50,000 | 50,000 |
13. | RESERVES |
Retained |
earnings |
£ |
At 1st January 2022 | ( |
) |
Deficit for the year | ( |
) |
At 31st December 2022 | ( |
) |
14. | ULTIMATE PARENT COMPANY |
Celli S.p.a. (incorporated in Italy ) is regarded by the directors as being the company's ultimate parent company. |
Copies of the group's financial statements can be obtained from the Company Secretary of Celli S.p.a at: |
Via Casino Albini, 605 |
47842 San Giovanni in Marignano (RN) |
Italy |
Celli International Limited (Registered number: 08483262) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
15. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is |