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Registered number: 14221504
















ITALIAN WINE BRANDS UK LIMITED




DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023


































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ITALIAN WINE BRANDS UK LIMITED

 
COMPANY INFORMATION


DIRECTORS
A Rhode (appointed 7 July 2022)
G Fabotti (appointed 7 July 2022)




REGISTERED NUMBER
14221504



REGISTERED OFFICE
5a Connaught Avenue

London

England

SW14 7RH






ITALIAN WINE BRANDS UK LIMITED


CONTENTS



Page
Directors' Report
 
1
Directors' Responsibilities Statement
 
2
Independent Auditors' Report
 
3 - 6
Statement of Comprehensive Income
 
7
Statement of Financial Position
 
8
Statement of Changes in Equity
 
9
Notes to the Financial Statements
 
10 - 13



ITALIAN WINE BRANDS UK LIMITED

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

PRINCIPAL ACTIVITY

The company was incorporated on 7 July 2022, and is preparing its first set of accounts for the period from incorporation to 31 December 2023. 

DIRECTORS

The directors who served during the period were:

A Rhode (appointed 7 July 2022)
G Fabotti (appointed 7 July 2022)

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 






A Rhode
Director

Date: 4 April 2024

5a Connaught Avenue
London
England
SW14 7RH

Page 1


ITALIAN WINE BRANDS UK LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors are responsible for preparing 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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2


ITALIAN WINE BRANDS UK LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ITALIAN WINE BRANDS UK LIMITED
OPINION


We have audited the financial statements of Italian Wine Brands UK Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


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


CONCLUSIONS RELATING TO GOING CONCERN


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


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


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


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 3


ITALIAN WINE BRANDS UK LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ITALIAN WINE BRANDS UK LIMITED (CONTINUED)

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 4


ITALIAN WINE BRANDS UK LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ITALIAN WINE BRANDS UK LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have considered the nature of the industry and sector, control environment and business performance;
We have considered the results of enquiries with management, the Directors, and representatives from the company in relation to their own identification and assessment of the risks of irregularities within the entity; and
We have reviewed the documentation of key processes and controls and performed walkthroughs of transactions to confirm that the systems are operating in line with documentation.

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the Financial Statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial Statements but compliance with which may be fundamental to the Company’s ability to operate or avoid a material penalty. These included data protection legislation, health and safety regulations, and employment law.

Audit response to risks identified

We identified recognition of revenue as a key audit matter related to the potential risk of fraud, our procedures to respond to risks identified included the following:

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Enquiring of management concerning actual and potential litigation claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


 

Page 5


ITALIAN WINE BRANDS UK LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ITALIAN WINE BRANDS UK LIMITED (CONTINUED)

As a result of the inherent limitations of an audit, there is a risk that not all irregularities, including a material misstatement in the Financial Statements or non-compliance with regulation, will be detected by us. This risk increases the further removed compliance with a law and regulation is from the events and transactions reflected in the Financial Statements, given we will be less likely to be aware of it, or should the irregularity occur as a result of fraud rather than a one off error, as this may involve intentional concealment, forgery, collusion, omission or misrepresentation.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.






Richard Newton FCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

4 April 2024
Page 6


ITALIAN WINE BRANDS UK LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

2023
Note
£

  

Administrative expenses
  
(25,226)

(Loss)/profit before tax
  
(25,226)

Tax on (loss)/profit
  
-

(Loss)/profit for the financial period
  
(25,226)

There was no other comprehensive income for 2023.

The notes on pages 10 to 13 form part of these financial statements.

Page 7


ITALIAN WINE BRANDS UK LIMITED
REGISTERED NUMBER:14221504

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

  

Current assets
  

Debtors: amounts falling due within one year
 6 
3,800

Cash at bank and in hand
 7 
398

  
4,198

Creditors: amounts falling due within one year
 8 
(29,423)

Net current (liabilities)/assets
  
 
 
(25,225)

Total assets less current liabilities
  
(25,225)

  

Net (liabilities)/assets
  
(25,225)


Capital and reserves
  

Called up share capital 
  
1

Profit and loss account
  
(25,226)

  
(25,225)




The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





A Rhode
Director

Date: 4 April 2024

The notes on pages 10 to 13 form part of these financial statements.

Page 8


ITALIAN WINE BRANDS UK LIMITED


STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the period
-
(25,226)
(25,226)

Shares issued during the period
1
-
1


At 31 December 2023
1
(25,226)
(25,225)

The notes on pages 10 to 13 form part of these financial statements.

Page 9


ITALIAN WINE BRANDS UK LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


GENERAL INFORMATION

Italian Wine Brands UK Limited is a limited liability company incorporated in England and Wales with a company registration number 14221504. The company's registered office is 5a Connaught Avenue, London, SW14 7RH

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

GOING CONCERN

The company has net liabilities of £25,225 at the end of the period. Included within current liabilities at the year end is a balance of £23,173 due to the parent company. The company is reliant on support from its parent company to meet its liabilities as they fall due. The directors have received confirmation that the parent company will continue to support the company for a period of at least twelve months from the date of approval of the financial statements, and therefore the directors have adopted the going concern basis of preparation for the financial statements.

 
2.3

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

Page 10


ITALIAN WINE BRANDS UK LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (continued)

 
2.4

DEBTORS

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

 
2.5

CASH AND CASH EQUIVALENTS

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

 
2.6

CREDITORS

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

 
2.7

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.


3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

There are no significant accounting estimates which have been applied in the preparation of the financial statements.

Page 11


ITALIAN WINE BRANDS UK LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

4.


AUDITORS' REMUNERATION

During the period, the Company obtained the following services from the Company's auditors:


2023
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
5,000

Corporation tax compliance services
1,250


5.


EMPLOYEES

The Company has no employees other than the directors, who did not receive any remuneration.


6.


DEBTORS

2023
£


Other debtors
3,800

3,800



7.


CASH AND CASH EQUIVALENTS

2023
£

Cash at bank and in hand
398

398



8.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023
£

Amounts owed to group undertakings
23,173

Accruals and deferred income
6,250

29,423


Amounts owed to group undertakings are interest free and repayable on demand.

Page 12


ITALIAN WINE BRANDS UK LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


SHARE CAPITAL

2023
£
ALLOTTED, CALLED UP AND FULLY PAID


1 Ordinary share of £1
1


On incorporation on 7 July 2022 one £1 Ordinary share was issued at par.


10.


RESERVES

Profit and loss account

The profit and loss account includes all current period retained losses. 


11.


RELATED PARTY TRANSACTIONS

At the year end a balance of £23,173 was due to fellow group undertakings. This amount is unsecured and included in creditors due within one year.
During the year the company was charged management fees of £19,000 by a company under the common control of a director.


12.


CONTROLLING PARTY

The immediate and ultimate parent undertakings is Italian Wine Brands S.P.A, a company incorporated in Italy and listed on the Italian Stock Exchange. There is no ultimate controlling party.

 
Page 13