Company registration number 05333134 (England and Wales)
PIOVAN UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PIOVAN UK LIMITED
COMPANY INFORMATION
Directors
Mr N Piovan
Mr N J Fox
Mr A J Gibbens
Mr A Blizzard
Mr D M Donnelly
Secretary
Mr A Blizzard
Company number
05333134
Registered office
7B Silver Birches Business Park
Aston Fields
Bromsgrove
Worcestershire
B60 3EU
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PIOVAN UK LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 27
PIOVAN UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company in the year under review was the distribution of industrial equipment.
Results and dividends
The results for the year are set out on page 6.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr N Piovan
Mr N J Fox
Mr A J Gibbens
Mr A Blizzard
Mr D M Donnelly
Qualifying third party indemnity provisions
The company has put in place qualifying third party indemnity provisions for all of the directors of Piovan UK Limited.
Supplier payment policy
The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The company's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the company's contractual and other legal obligations.
Trade creditors of the company at the year end were equivalent to 50 day's purchases, based on the average daily amount invoiced by suppliers during the year.
Financial risk management objectives and policies
Liquidity risk
The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.
Foreign currency risk
The company’s principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling.
Credit risk
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade Debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
PIOVAN UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Future developments
The directors aim to maintain the same management policies which have resulted in the company's performance to date.
Auditor
In accordance with the company's articles, a resolution proposing that Ormerod Rutter Limited be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr N Piovan
Director
28 March 2024
PIOVAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PIOVAN UK LIMITED
- 3 -
Opinion
We have audited the financial statements of Piovan UK Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (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 profit 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.
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 Auditor's 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
PIOVAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PIOVAN UK LIMITED
- 4 -
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 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 directors' responsibilities statement, 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.
Auditor's 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 auditor's 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or operations of the company and group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
understanding the design of the company’s remuneration policies.
PIOVAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF PIOVAN UK LIMITED
- 5 -
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual transactions or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s member 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 member, those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.
Joanne Baldwin ACA FCCA (Senior Statutory Auditor)
For and on behalf of Ormerod Rutter Limited
2 April 2024
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
PIOVAN UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Notes
£
£
Turnover
3
7,262,164
8,609,901
Cost of sales
(4,458,367)
(5,733,400)
Gross profit
2,803,797
2,876,501
Administrative expenses
(2,281,720)
(1,921,322)
Operating profit
4
522,077
955,179
Interest receivable and similar income
7
38,069
3,088
Interest payable and similar expenses
8
(3,537)
(3,238)
Profit before taxation
556,609
955,029
Tax on profit
9
(143,511)
(177,670)
Profit and total comprehensive income for the financial year
23
413,098
777,359
The profit and loss account has been prepared on the basis that all operations are continuing operations.
PIOVAN UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible fixed assets
11
281,329
233,379
Deferred tax asset
17
24,173
23,383
305,502
256,762
Current assets
Stocks
12
694,318
989,539
Debtors
13
2,415,103
1,571,295
Cash at bank and in hand
751,077
1,897,476
3,860,498
4,458,310
Creditors: amounts falling due within one year
14
(3,177,960)
(4,214,901)
Net current assets
682,538
243,409
Total assets less current liabilities
988,040
500,171
Creditors: amounts falling due after more than one year
14
(188,022)
(135,501)
Provisions for liabilities
Other provisions
18
(22,250)
Net assets
777,768
364,670
Capital and reserves
Called up share capital
22
25,000
25,000
Profit and loss reserves
23
752,768
339,670
Total equity
777,768
364,670
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 28 March 2024 and are signed on its behalf by:
Mr N Piovan
Director
Company registration number 05333134 (England and Wales)
PIOVAN UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
25,000
562,311
587,311
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
777,359
777,359
Dividends
10
-
(1,000,000)
(1,000,000)
Balance at 31 December 2022
25,000
339,670
364,670
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
413,098
413,098
Balance at 31 December 2023
25,000
752,768
777,768
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
1
Accounting policies
Company information
Piovan UK Limited is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 7B Silver Birches Business Park, Aston Fields, Bromsgrove, Worcestershire, B60 3EU. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Piovan S.p.A. The group accounts of Piovan S.p.A. are available to the public and can be obtained as set out in note 28.
The company is a wholly owned subsidiary of Piovan S.p.A., which publishes consolidated financial statements in which the company is included. These accounts present information about the company on an individual basis.
1.2
Going concern
After making enquiries into future trading forecasts and cash requirements the directors have formed a judgement at the time of approving the financial statements that there is a reasonable expectation that the company has adequate resources to meet its obligations and continue in operational existence for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis in preparing the directors report and accounts.true
1.3
Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
In order to provide the qualitative disclosures required by IFRS 15, it should be noted that the company's revenue can be broken down into:
i. Revenue from the sale of automation systems for the storage, transport and processing of plastics ("Plastic Systems"), including:
contracts in which performance obligations are met "at a point in time": this category includes sales of systems, plants and equipment. This category includes contracts that generally provide for a single performance obligation represented by the supply of the plant/equipment and others in which there are three performance obligations represented by (i) the design of machinery and engineering solutions and the production of plant and systems; (ii) installation and (iii) start-up and parameterization. In these types of contractual relationships, the company recognises Revenue when the customer obtains control of the asset, normally identified, according to the contractual conditions, on shipment or delivery of the plant/product to the customer, while for the other two performance obligations the revenue is recorded when the service is provided.
contracts in which the performance obligations are met "over time": typically these are the sale of certain plants with a high degree of customisation required by customers and in which the contractual conditions provide that control of the asset is transferred to the customer either on testing or on installation. It is considered that the contractual performance obligation is unique and that it is fulfilled over time since the product system has no alternative use for the company, being very specific and customised, and since the company is entitled to receive a fee for what has been completed on the date in the event of cancellation of the order. Therefore, the company records the sales revenue of these plants in proportion to the progress on the performance obligation.
In order to determine progress, an input method is used, i.e. the cost-to-cost method, which provides for the proportion of contract costs incurred for work carried out up to the reporting date to the total estimated contract costs. Estimates are based on contract forecasting and reporting data and, where necessary, estimates of contract revenue and costs are revised. Any economic effects are recognised in the period in which the updates are made. Generally, the execution time required for these installations is not more than one year and payments on account are foreseen.
Contract work in progress is stated net of advances concerning the contract in course of execution. Given that the analysis is carried out contract by contract, the statement of financial position is as follows:
- when the costs incurred, increased by the related margins recorded, exceed the advances received from customers, the difference is recognised as contract asset within debtors,
- when the advances received from customers exceed the costs incurred, increased by the related margins recorded, the difference is recognised as a contract liability within creditors.
ii. Revenue from spare parts sales:
iii. Revenue for technical assistance services
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.4
Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost include expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Office equipment, furniture & fixtures
25% reducing balance, 50% straight line
Tools
25% reducing balance
Computer equipment
33% reducing balance
Right of use assets - buildings
straight-line over the lease term
Right of use assets - vehicles
straight-line over the lease term
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Administrative Expenses' in the Profit and Loss Account.
1.5
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. 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 which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Stocks
Stocks are stated at the lower of cost and net realisable value being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on an average costing basis.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over their estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
Work in progress relates to stock items that have been despatched to customers but have not yet been installed. The sale of these items is recognised upon installation. The customer does not obtain control or the significant risks and rewards of ownership of these items before they are installed.
1.7
Cash at bank and in hand
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial assets
Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Impairment provisions are recognised when there is objective evidence that a financial asset or group of financial assets is impaired. Objective evidence includes significant financial difficulties of the counterparty, default or significant delays in payment.
Impairment provisions represent the differences between the net carrying amount of a financial asset and the present value of the expected future cash receipts from that asset.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Provisions
Provisions are made when an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charge to the provision carried in the Balance Sheet.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.14
Retirement benefits
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
1.15
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within tangible fixed assets, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other tangible fixed assets. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term in accordance with IFRS 16.6.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Key sources of estimation uncertainty
Tangible assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Stocks
At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Profit and Loss Account.
Trade debtors
At each reporting date, trade debtors are assessed for recoverability. If there is any evidence of impairment, the carrying amount of the debtor is reduced to its recoverable amount. The impairment loss is recognised immediately in the Profit and Loss Account.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
3
Turnover
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Plastic systems
6,482,426
7,909,764
Service and spare parts
779,738
700,137
7,262,164
8,609,901
2023
2022
£
£
Other significant revenue
Interest income
38,069
3,088
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
7,176,494
8,295,234
European Union
85,670
314,667
7,262,164
8,609,901
Part of the revenue of the Plastic systems class of turnover derives from contracts with customers where the performance obligations, as well as the recognition of the related revenue, are met over time, as described in note 1, "Accounting policies". This revenue amounted to £Nil (2022: £221,062).
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
4,690
729
Fees payable to the company's auditor for the audit of the company's financial statements
21,560
18,100
Depreciation of property, plant and equipment
146,623
130,631
Loss on disposal of tangible fixed assets
3,027
8,757
Cost of inventories recognised as an expense
4,449,277
5,724,584
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total employees
25
25
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
1,366,213
1,187,746
Social security costs
158,851
139,246
Pension costs
126,680
83,206
1,651,744
1,410,198
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
397,403
358,836
Amounts receivable under long term incentive schemes
69,972
32,720
Company pension contributions to defined contribution schemes
89,224
50,225
556,599
441,781
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022 - 4).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
126,471
99,650
Long term incentive schemes
69,972
32,720
Company pension contributions to defined contribution schemes
55,474
21,200
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
24,893
3,088
Interest receivable from group companies
13,176
Total income
38,069
3,088
Total interest income for financial assets that are not held at fair value through profit or loss is £38,069 (2022 - £3,088).
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest expense on right-of-use assets
3,537
3,238
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
162,013
200,000
Adjustments in respect of prior periods
(17,712)
-
Total UK current tax
144,301
200,000
Deferred tax
Origination and reversal of temporary differences
(790)
(22,330)
Total tax charge
143,511
177,670
The charge for the year can be reconciled to the profit per the profit and loss account as follows:
2023
2022
£
£
Profit before taxation
556,609
955,029
Expected tax charge based on a corporation tax rate of 23.52% (2022: 19.00%)
130,914
181,456
Effect of expenses not deductible in determining taxable profit
8,539
1,256
Permanent capital allowances in excess of depreciation
(222)
(1,324)
Under/(over) provided in prior years
(17,712)
-
Other timing differences
21,992
(3,718)
Taxation charge for the year
143,511
177,670
10
Dividends
2023
2022
2023
2022
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary
Interim dividend paid
-
40.00
-
1,000,000
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
11
Tangible fixed assets
Tools
Office equipment, furniture & fixtures
Computer equipment
Right of use assets - buildings
Right of use assets - vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2023
41,387
94,635
45,582
162,696
241,380
585,680
Additions
2,363
16,375
179,287
198,025
Disposals
(10,120)
(84,365)
(94,485)
At 31 December 2023
43,750
94,635
51,837
162,696
336,302
689,220
Accumulated depreciation and impairment
At 1 January 2023
28,952
72,875
23,930
95,236
131,308
352,301
Charge for the year
3,698
9,723
11,550
23,810
97,842
146,623
Eliminated on disposal
(7,092)
(83,941)
(91,033)
At 31 December 2023
32,650
82,598
28,388
119,046
145,209
407,891
Carrying amount
At 31 December 2023
11,100
12,037
23,449
43,650
191,093
281,329
At 31 December 2022
12,435
21,760
21,652
67,460
110,072
233,379
Tangible fixed assets includes right-of-use assets, as follows:
Right-of-use assets
2023
2022
£
£
Net values at the year end
Right of use assets - buildings
46,350
67,460
Right of use assets - vehicles
191,093
110,072
237,443
177,532
Total additions in the year
179,287
69,483
Depreciation charge for the year
Right of use assets - buildings
23,809
23,809
Right of use assets - vehicles
97,842
84,758
121,651
108,567
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Tangible fixed assets
(Continued)
- 22 -
The company leases one property which has a remaining lease term of 2 years.
The company leases 15 vehicles which have remaining lease terms of 0-3 years.
Details of the lease liabilities are given in note 16.
Amounts recognised in the Profit and Loss Account
depreciation expense on right-of-use assets totalled £121,652
interest expense on lease liabilities totalled £3,537
12
Stocks
2023
2022
£
£
Raw materials
694,318
989,539
There is no material difference between the replacement cost of stocks and the amounts stated above.
The cost of inventories expensed in the year and included in cost of sales was £4,429,714 (2022: £5,724,584).
An impairment provision of £145,408 (2022: £126,393) is included in stock.
Stock impairment costs recognised in the year totalled £19,014 (2022: £36,854).
13
Debtors
2023
2022
£
£
Trade debtors
1,521,123
1,420,722
Provision for bad and doubtful debts
(38,671)
(45,526)
1,482,452
1,375,196
Corporation tax recoverable
8,432
-
Amounts owed by fellow group undertakings
826,184
32,377
Other debtors
22,559
86,589
Prepayments and accrued income
75,476
77,133
2,415,103
1,571,295
Deferred tax asset (note 17)
24,173
23,383
2,439,276
1,594,678
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Debtors
(Continued)
- 23 -
The impairment credit recognised in the administrative expenses in respect of bad and doubtful debts was £6,855 (2022 - £17,831 debit). The year end provision was £38,671 (2022 - £45,526).
Trade debtors, amounts owed by fellow group undertakings and other debtors disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
14
Creditors
Due within one year
Due after one year
2023
2022
2023
2022
Notes
£
£
£
£
Creditors
15
1,069,813
875,332
54,379
59,217
Corporation tax
-
62,810
-
-
Other taxation and social security
334,336
429,030
-
-
Lease liabilities
16
94,205
98,940
133,643
76,284
Deferred income
19
1,679,606
2,748,789
3,177,960
4,214,901
188,022
135,501
15
Creditors
Due within one year
Due after one year
2023
2022
2023
2022
£
£
£
£
Trade creditors
605,504
464,398
Amounts owed to fellow group undertakings
15,561
71,436
-
-
Accruals and deferred income
364,282
299,188
Other creditors
84,466
40,310
54,379
59,217
1,069,813
875,332
54,379
59,217
Trade creditors, amounts owed to fellow group undertakings, and other creditors are classified as creditors and are therefore measured at amortised cost.
Other creditors due within one year includes £84,466 (2022: £40,310) in respect of amounts owed under group long-term incentive schemes.
Other creditors due after one year includes £54,379 (2022: £59,217) in respect of amounts owed under group long-term incentive schemes.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
16
Lease liabilities
2023
2022
Maturity analysis
£
£
Within one year
97,392
100,813
In two to five years
136,305
77,180
Total undiscounted liabilities
233,697
177,993
Future finance charges and other adjustments
(5,849)
(2,769)
Lease liabilities in the financial statements
227,848
175,224
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2023
2022
£
£
Current liabilities
94,205
98,940
Non-current liabilities
133,643
76,284
227,848
175,224
The fair value of the company's lease obligations is approximately equal to their carrying amount.
Other leasing information is included in note 24.
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Accelerated capital allowances
Share based payments
Short term timing differences
Total
£
£
£
£
Asset at 1 January 2022
8,049
(9,042)
(60)
(1,053)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(571)
(16,436)
(5,323)
(22,330)
Asset at 1 January 2023
7,478
(25,478)
(5,383)
(23,383)
Deferred tax movements in current year
Charge/(credit) to profit or loss
1,711
1,190
(3,691)
(790)
Asset at 31 December 2023
9,189
(24,288)
(9,074)
(24,173)
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
18
Provisions for liabilities
2023
2022
£
£
Dilapidation provision
22,250
-
Movements on provisions:
Dilapidation provision
£
Additional provisions in the year
22,250
19
Deferred revenue
2023
2022
£
£
Arising from deposits and contract liabilities
1,679,606
2,748,789
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
126,680
83,206
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. There were no outstanding or prepaid contributions at either the beginning or end of the financial year.
21
Share-based payments
The parent company Piovan S.p.A. operates a long-term incentive scheme under which it has granted rights to certain employees to receive cash payments based on the value of Piovan S.p.A.'s shares, and conditional on the achievement of certain performance targets. The rights to payments will vest from 2022-2024.
The costs of any such cash payments due to employees of Piovan UK Limited are borne by Piovan UK Limited.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
22
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Authorised
Ordinary of £1 each
25,000
25,000
25,000
25,000
Issued and fully paid
Ordinary of £1 each
25,000
25,000
25,000
25,000
The profits of the company are available for distribution in respect of each accounting period. In the event of a winding-up, surplus assets and retained profits of the company after payment of its liabilities are available for distribution among the members. All shares carry voting rights of one vote per share.
23
Profit and loss reserves
Profit and loss reserves represent accumulated realised profits less accumulated realised losses and dividends paid.
24
Other leasing information
Lessee
Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:
2023
2022
£
£
Expense relating to leases of low-value assets
4,784
4,784
Set out below are the future cash outflows to which the lessee is potentially exposed that are not reflected in the measurement of lease liabilities:
2023
2022
Operating leases apart from land and buildings
£
£
Within one year
4,784
4,784
Between two and five years
3,987
8,771
8,771
13,555
Information relating to lease liabilities is included in note 16.
PIOVAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
25
Capital commitments
2023
2022
£
£
At 31 December 2023 the company had capital commitments as follows:
Contracted for but not provided in the financial statements:
Acquisition of tangible fixed assets
205,563
-
26
Related party transactions
During the year, purchases of £475 (2022 - £475) were made by Piovan UK Limited to The Polymer Machinery Manufacturing and Distributors Association Limited which is a related party of N J Fox. At 31 December 2023 £Nil (2022 - £Nil) was owed by Piovan UK Limited.
27
Directors' transactions
During the year amounts repaid by directors were nil (2022 - £5,000). At the year end amounts owed by directors to the company were nil (2022 - nil).
During the year, one director was entitled to receive payments under a long-term incentive scheme operated by the parent company, Piovan S.p.A. The amount owed to the director in respect of these arrangements at the year end was £138,845 (2022; £134,094) and is split between other creditors due within one year (£84,466) and other creditors due after one year (£54,379).
28
Controlling party
The company's parent undertaking is Piovan S.p.A., a company incorporated in Italy. The address of the parent company's registered office is Via delle Industrie 16 –30036 S. Maria di Sala (Venice) Italy.
The results of the company are included in the consolidated financial statements of Piovan S.p.A. which are available from the company's website at https://ir.piovangroup.com/en/financial-statements/
The ultimate controlling party and ultimate parent undertaking is Pentafin S.p.A by virtue of its 56% interest in Piovan S.p.A
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