REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
For The Year Ended 31st December 2022 |
for |
Celli Group (UK) Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
For The Year Ended 31st December 2022 |
for |
Celli Group (UK) Limited |
Celli Group (UK) Limited (Registered number: 03230525) |
Contents of the Financial Statements |
For The Year Ended 31st December 2022 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Statement of Directors' Responsibilities | 5 |
Report of the Independent Auditors | 6 |
Statement of Income and Retained Earnings | 10 |
Balance Sheet | 11 |
Notes to the Financial Statements | 12 |
Celli Group (UK) 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 Group (UK) Limited (Registered number: 03230525) |
Strategic Report |
For The Year Ended 31st December 2022 |
The directors present their strategic report for the year ended 31st December 2022. |
REVIEW OF BUSINESS |
The Company is a manufacturer of bespoke and generic point of sale and dispense products primarily for the UK drinks industry. |
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 to the business have been identified as a disproportionate reliance on sales volume from a few key customers, as changing customer service requirements from the current customer base and global competitors from low-cost environments. The business continues to manage these risks by diversifying not only product on offer but also the customer base whilst maintaining high quality standards to our existing customers, evolving our customer service solutions and efficiently managing our cost base and procurement process to ensure we remain competitive. 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 year show a loss on ordinary activities before tax of £1.493m (2021 - loss £1.238m). The shareholders' funds total £3.65m (2021 - £4.97m). |
The underlying business performed in line with managements expectations based on the budget for the year. |
BUSINESS ENVIRONMENT |
The industry remains highly competitive. Key brand owners and major breweries are continually investing and encouraging their supply base to be innovative not only in design and manufacturing processes but also in materials being used and processes being applied. Our customers' needs are slightly changing in response to environmental factors, which we are addressing through Asset Management and Technical Services solutions. The increased utility and material prices have impacted all business however manufacturing and hospitality businesses have been one of the hardest hit, with Celli Group (UK) Limited 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. |
COVID-19 continued to have an impact, the impacts have been felt by all businesses, but the retail and hospitality industries have been one of the hardest hit. Demand for products has been strong throughout the year. We have a varying range of new projects in the pipeline as well as in development stages, from redesigns of current offerings to all together new products for new customers. |
STRATEGY AND FUTURE DEVELOPMENTS |
We positioned ourselves well to be able to manage the potential impacts of Brexit, we worked with our distribution suppliers to ensure all appropriate documentation requirements were met. We have agreed good terms with key suppliers and partnerships to control our costs. We have long standing relationships with our key supplier base, and we are working together to put processes in place to minimise disruption. |
We remain confident that the business will continue to perform strongly and to diversify successfully. This will strengthen our critical mass from industrial manufacturing operations, which coupled with our innovation and digital systems will make us a market leader not only in the UK but globally. Covid-19 has disrupted the short term implementation of some of our future plans. However, it has given us opportunities to expand our knowledge and service base into Asset Management. In responding to customer needs we have been able to successfully secure new business and explore an alternative strategy in our business sector. |
Celli Group (UK) Limited (Registered number: 03230525) |
Strategic Report |
For The Year Ended 31st December 2022 |
KEY PERFORMANCE INDICATORS (KPI'S) |
Year Year |
Ended Ended |
31.12.22 31.12.21 |
Sales growth/(decline) 16.1% 2.3% |
Sales exported 18.6% 22.3% |
Return on capital employed (16.4)% (15.1)% |
Employee retention 62.2% 76.5% |
ON BEHALF OF THE BOARD: |
19th October 2023 |
Celli Group (UK) Limited (Registered number: 03230525) |
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 at a General meeting. |
ON BEHALF OF THE BOARD: |
Celli Group (UK) Limited (Registered number: 03230525) |
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 Group (UK) Limited |
Opinion |
We have audited the financial statements of Celli Group (UK) 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 Group (UK) 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 five, 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 Group (UK) 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: |
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud |
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 Group (UK) 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 Group (UK) Limited (Registered number: 03230525) |
Statement of Income and |
Retained Earnings |
For The Year Ended 31st December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
TURNOVER | 3 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
(1,278,152 | ) | (1,500,226 | ) |
Other operating income |
OPERATING LOSS | 5 | ( |
) | ( |
) |
Interest receivable and similar income |
(1,270,703 | ) | (1,113,924 | ) |
Interest payable and similar expenses | 6 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 7 | ( |
) | ( |
) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Retained earnings at beginning of year |
RETAINED EARNINGS AT END OF YEAR |
Celli Group (UK) Limited (Registered number: 03230525) |
Balance Sheet |
31st December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Stocks | 11 |
Debtors | 12 |
Cash at bank and in hand | 13 | 1,534,998 | 1,757,554 |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 19 | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements |
For The Year Ended 31st December 2022 |
1. | STATUTORY INFORMATION |
Celli Group (UK) 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: 03230525 |
Registered office: Thirsk Industrial Park |
York Road |
Thirsk |
North Yorkshire |
YO7 3BX |
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"). 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 Group (UK) Limited (Registered number: 03230525) |
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 order to properly apply the company's accounting policies, as described in note 2 above, the directors are required to make judgements and estimates in respect of carrying values of assets and liabilities which may not be apparent from other sources of information. The directors base these critical accounting judgements and estimations on previous historical experience and other factors which the directors judge to be relevant. Judgements and estimates will invariably differ from actual results and hence such judgements and estimates are reviewed by the directors on an ongoing basis. |
The key sources of estimation uncertainty which have a significant effect on the amounts recognised in the financial statements are described below: |
Stock Provision |
Reviews are made periodically by management to assess damaged, obsolete and slow moving inventories. These reviews require judgements concerning the potential for use in the future which will depend on future orders and product development, they also require estimates as to the value that can be realised for stock components which are incorporated in products. As a result of these reviews provisions is made against excess or obsolete stock which is based primarily on historical trends and management estimates of expected and future product demand and related pricing. Possible changes in these estimates could result in revisions to the valuation of stock. |
Impairment of investment in subsidiaries and impairment of goodwill |
The company determines whether investments in subsidiaries and the carrying value of goodwill are impaired at least on an annual basis. This requires an estimation of the value-in-use of the Cash Generating Units ("CGU") to which investments in subsidiaries are allocated. Estimating a value-in-use amount requires management to make an estimation of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Changes to the estimates made in the assumptions when forecasting future cashflows and in assessing the appropriate discount rate could result in changes to the carrying value of investment in subsidiaries and goodwill. |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
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 current COVID-19 pandemic on the forecast performance of the Company 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. |
In making their assessment regarding the going concern status of the company, the Directors have considered the impact of the current economic environment on the forecast performance of the company. |
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 as has focused on the Asset Management arm of the business, of which the main focus is on maintenance and refurbishment of existing capital equipment. |
The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements. Due to the inherent uncertainty impacting the hospitality industry, the Directors have renewed focus on the budgeting process of the Company and have led a stringent process to ensure that all assumptions have been thoroughly challenged. The Directors have confidence in the budgets produced and are comfortable that all areas of the business have set realistic targets for each revenue stream. |
Having assessed the combination of these factors, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least the next 12 months from the date of the approval of the financial statements. In forming this conclusion, the Directors have made judgements in respect of the forecast sales to be generated within the going concern period. If the budgeted levels of revenue in the severe but plausible downside scenario are not achieved the Company will need to secure additional funding within the going concern 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 business. |
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. |
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 pound. |
Turnover |
Turnover represents sales of good and services and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is recognised on the despatch of goods. |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
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. |
Operating lease |
Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense. |
Finance Lease |
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the rate implicit in the lease. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred. |
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 |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Goodwill is amortised evenly over its estimated useful life of either three or ten years |
Patents are amortised over a period of twelve months |
Licences are amortised over their estimated useful life of three years |
Development costs are amortised over a period of three years |
Website development costs are amortised over a period of three years |
Research & Development Expenditure |
Research expenditure is charged to profit and loss as incurred. |
Development phase expenditure is capitalised as an intangible asset when the company can demonstrate that all of the following conditions has been met, the technical feasibility of completing the intangible asset so that it will be available for use or sale, the intention to complete the intangible asset and use or sell it, the ability to use or sell the intangible asset, that the intangible asset will generate future economic benefits, the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, the ability to measure reliably the expenditure attributable to the intangible asset during its development. |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets, for example land is treated separately from buildings. |
Leases in which the company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases. Leased assets acquired by way of finance lease are stated on initial recognition at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, including any incremental costs directly attributable to negotiating and arranging the lease. At initial recognition a finance lease liability is recognised equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. |
The company assesses at each reporting date whether tangible fixed assets (including those leased under a finance lease) are impaired. |
Depreciation is charged to the profit and loss account basis over the estimated useful lives of each part of an item of tangible fixed assets. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated. The estimated useful lives are as follows: |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Improvements to property - 10% on cost |
Plant and machinery - 25% reducing balance |
Fixtures and Fittings - 25% on cost |
Motor vehicles - 25% reducing balance |
Computer equipment - 33% on cost |
Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bring stocks to their present location and condition. |
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. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost less impairment. |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
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 |
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. |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
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. |
Defined contribution plans and other long term employee 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. |
A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay any further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees. |
Invoice factoring |
Factored debts and the associated factor liabilities are separately disclosed within the financial statements and are cleared via either the fulfilment of the factored debt or the cancellation of of the factored debt and the repayment by the company of the factor liability |
Cash and cash equivalents |
Cash and cash equivalents comprise cash at bank and on hand, cleared funds in the invoice factoring account, on-demand deposits with banks and other short-term highly liquid investments |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
31.12.22 | 31.12.21 |
£ | £ |
An analysis of turnover by geographical market is given below: |
31.12.22 | 31.12.21 |
£ | £ |
United Kingdom |
Europe |
United States of America |
Rest of the world | 686,705 | 789,488 |
4. | EMPLOYEES AND DIRECTORS |
31.12.22 | 31.12.21 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
Admin | 10 | 10 |
Sales | 8 | 10 |
Production | 105 | 115 |
Warehouse | 1 | 1 |
Technical | 3 | 3 |
31.12.22 | 31.12.21 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
There were four directors (2021:4) during the year. |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
5. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
31.12.22 | 31.12.21 |
£ | £ |
Other operating leases |
Depreciation - owned assets |
Profit on disposal of fixed assets | ( |
) | ( |
) |
Goodwill amortisation |
Patents and licences amortisation |
Development costs amortisation |
Website Costs amortisation |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.22 | 31.12.21 |
£ | £ |
Invoice Factoring Interest |
Interest on loan from parent |
company |
7. | TAXATION |
Analysis of the tax credit |
The tax credit on the loss for the year was as follows: |
31.12.22 | 31.12.21 |
£ | £ |
Current tax: |
UK corporation tax | ( |
) | ( |
) |
Deferred tax | ( |
) | ( |
) |
Tax on loss | ( |
) | ( |
) |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
7. | TAXATION - continued |
Reconciliation of total tax credit 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 before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of (2021 - |
( |
) |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Depreciation in excess of capital allowances |
Utilisation of tax losses |
Adjustments to tax charge in respect of previous periods | ( |
) | ( |
) |
Movement of accelerated capital allowance | 3,522 | (38,475 | ) |
Deferred tax asset for future loss relief | (145,346 | ) | - |
Losses carried forward | 91,366 | - |
Total tax credit | (172,970 | ) | (141,240 | ) |
UK corporation tax has been charged at 19% (2021 - 19%). |
The 2021 Finance Act set the corporation tax rate at 25% with effect from 1 April 2023. It is expected that this will increase the company's future current tax charge accordingly. However, the company has unrelieved corporation tax losses at 31 December 2022 that are available to set against future taxable profits. The availability of these losses is expected to reduce the company's current tax charge in the next accounting period before the increase in the corporation tax rate increases the current tax charge in subsequent periods. |
8. | INTANGIBLE FIXED ASSETS |
Patents |
and | Development | Website |
Goodwill | licences | costs | Costs | Totals |
£ | £ | £ | £ | £ |
COST |
At 1st January 2022 |
Additions |
Transfer from cost of investment |
At 31st December 2022 |
AMORTISATION |
At 1st January 2022 |
Amortisation for year |
At 31st December 2022 |
NET BOOK VALUE |
At 31st December 2022 |
At 31st December 2021 |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
8. | INTANGIBLE FIXED ASSETS - continued |
Assessing indicators of impairment |
The Directors have performed value in use analysis over the goodwill balance and cost of investment (note 10) for MF Refrigeration Limited, in response to the challenging trading conditions following the COVID-19 pandemic which is considered an impairment indicator. The Company's weighted average cost of capital of 8% takes account of current market conditions as well as risks specific to the Company and is impacted by estimates of interest rates, equity returns and market specific risks. |
Sensitivities have been applied to cash flow forecasts to eliminate all anticipated cash inflows until December 2027 and furthermore, reducing the forecast terminal cash flow by 50%.After these severe sensitivities have been applied, there remains sufficient headroom over the book value such that no impairment is required. |
9. | TANGIBLE FIXED ASSETS |
Improvement | Fixtures |
to | Plant and | and |
property | machinery | fittings |
£ | £ | £ |
COST |
At 1st January 2022 |
Additions |
Disposals | ( |
) |
At 31st December 2022 |
DEPRECIATION |
At 1st January 2022 |
Charge for year |
Eliminated on disposal | ( |
) |
At 31st December 2022 |
NET BOOK VALUE |
At 31st December 2022 |
At 31st December 2021 |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
9. | TANGIBLE FIXED ASSETS - continued |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1st January 2022 |
Additions |
Disposals | ( |
) |
At 31st December 2022 |
DEPRECIATION |
At 1st January 2022 |
Charge for year |
Eliminated on disposal | ( |
) |
At 31st December 2022 |
NET BOOK VALUE |
At 31st December 2022 |
At 31st December 2021 |
10. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1st January 2022 |
Transfer to goodwill | ( |
) |
At 31st December 2022 |
NET BOOK VALUE |
At 31st December 2022 |
At 31st December 2021 |
11. | STOCKS |
31.12.22 | 31.12.21 |
£ | £ |
Stocks |
Tooling work-in-progress |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Trade debtors |
Other debtors |
Amounts due from parent undertakings |
Amounts due from other group undertakings |
Corporation Tax |
Prepayments and accrued income |
13. | CASH AT BANK AND IN HAND |
31.12.22 | 31.12.21 |
£ | £ |
Cash at bank - Sterling | 413,892 | 277,058 |
Cash at bank - Euro | 23,839 | 1,040,958 |
Invoice Factoring |
Cash in hand |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Other loans (see note 16) |
Trade creditors |
Social security and other taxes |
Other creditors |
Amounts owed to parent undertakings |
Amounts owed to subsidiary undertakings |
Amounts owed to other group undertakings |
Accrued expenses |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.22 | 31.12.21 |
£ | £ |
Other loans (see note 16) |
16. | LOANS |
An analysis of the maturity of loans is given below: |
31.12.22 | 31.12.21 |
£ | £ |
Amounts falling due within one year or on demand: |
Invoice Factoring Account |
Amounts falling due between two and five years: |
Parent company loan 2-5 years |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
17. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
31.12.22 | 31.12.21 |
£ | £ |
Within one year |
Between one and five years |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
31.12.22 | 31.12.21 |
£ | £ |
Invoice Factoring | 973,292 | 1,341,754 |
The Invoice Factoring facility is secured against customer invoices under the terms of the invoice factoring guarantee. |
19. | PROVISIONS FOR LIABILITIES |
31.12.22 | 31.12.21 |
£ | £ |
Deferred tax |
Deferred |
tax |
£ |
Balance at 1st January 2022 |
Released during year | (141,824 | ) |
Balance at 31st December 2022 |
At 31 December 2021 the company reported a deferred tax liability of £141,824 which arose due to capital allowances claimed in excess of depreciation and amortisation. At 31 December 2022 the value of the deferred tax liability in relation capital allowances claimed in excess of depreciation and amortisation is £145,346, which has been determined using a corporation tax rate of 25%. At 31 December 2022 the company has unrelieved corporation tax losses carried forward that can be offset against future corporation tax liabilities. In accordance with FRS 102 a deferred tax asset has been recognised at 31 December 2022 of £145,346 which matches the deferred tax liability, this is on the basis the tax losses can be recovered against the reversal of the deferred tax liability in future periods. The deferred tax asset and deferred tax liability meet the criteria under FRS 102 to be offset in the balance sheet. The reversal of the deferred tax liability at 31 December 2022 of £141,824 has been recorded in the 31 December 2022 Income Statement as shown in the note above. |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | £ | £ |
Ordinary | 1 | 150,002 | 150,002 |
Celli Group (UK) Limited (Registered number: 03230525) |
Notes to the Financial Statements - continued |
For The Year Ended 31st December 2022 |
21. | RESERVES |
Retained |
earnings |
£ |
At 1st January 2022 |
Deficit for the year | ( |
) |
At 31st December 2022 |
22. | PENSION COMMITMENTS |
The company operates a defined contribution pension plan for its employees. The amount recognised as expense in the period was £115,001 (2021 - £118,792) |
23. | ULTIMATE CONTROLLING PARTY |
The controlling party is Celli International Limited. |
The ultimate controlling party is Celli S.p.a (incorporated in Italy). |
Celli S.p.a draws up the consolidated group financial statements. 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 |