Registration number:
for the Year Ended 31 December 2023
OVERIT U.K. LTD
Contents
Company Information |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
OVERIT U.K. LTD
Company Information
Directors |
Mr N Cattarossi Mr L Perrotta Mr P Bergamo |
Secretary |
Regulation Management Limited |
Registered office |
|
Auditors |
|
OVERIT U.K. LTD
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Small companies exemption
This report has been prepared in accordance with the special provisions of section 381 of the Companies Act 2006 relating to small companies. The directors has taken exemption under this regime not to disclose the strategic report.
Directors of the company
The directors, who held office during the year, were as follows:
Principal activity
The principal activity of the Company is the provision of IT products and services, working with other group entities to position themselves as cross-market competence centres for Field, Mobile and GIS solutions.
Going concern
OVERIT U.K. LTD meets its day to day working capital requirements with continued support from the immediate parent company (OverIT SpA - Italy). The parent company has made a formal confirmation that it will provide adequate financial support to enable OVERIT U.K. LTD to continue trading for the foreseeable future. On this basis, the Directors consider it appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result from the withdrawal of this support.
Directors' third party indemnity provisions
Each Director has been provided with a qualifying third-party indemnity from the Group to which the Company belongs. The Group maintains directors' and officers' liability insurance.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
......................................... |
OVERIT U.K. LTD
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether FRS 101 has 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.
OVERIT U.K. LTD
Independent Auditor's Report to the Members of OVERIT U.K. LTD
Opinion
We have audited the financial statements of OVERIT U.K. LTD (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework', in accordance with the provisions applicable to companies subject to the small companies regime.
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 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 auditor 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 original financial statements were 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 auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter 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 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. |
Matters on which we are required to report by exception
In the light of our 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 where the Companies Act 2006 requires us to report to you if, in our opinion:
OVERIT U.K. LTD
Independent Auditor's Report to the Members of OVERIT U.K. LTD
• |
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' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report. |
Responsibilities of directors
As explained more fully in the Statement of Directors Responsibilities set out on page 3, 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 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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it
operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.
These included, but were not limited to compliance with Companies Act 2006 and accounting standards.
- We held discussions with management to understand the laws and regulations relevant to the company. These included
elements of the laws and regulations relating to the industry, and financial reporting framework, in the UK.
- We held discussions with management to determine any known or suspected instances of non-compliance with laws and
regulations or fraud identified by them;
- Testing the appropriateness of journal entries made through the year by applying specific criteria to detect possible
irregularities and fraud;
- For significant and unusual transactions, particularly those occurring at or near year-end, obtaining evidence for the rationale of these transactions and the sources of financial resources supporting the transactions;
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
OVERIT U.K. LTD
Independent Auditor's Report to the Members of OVERIT U.K. LTD
......................................
For and on behalf of
The Hour House
32 High Street
Hertfordshire
WD3 1ER
OVERIT U.K. LTD
Profit and Loss Account for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Revenue |
|
- |
|
Purchase of goods and consumables |
( |
- |
|
Purchase of services |
(268,130) |
(18,301) |
|
Staff costs |
( |
- |
|
Depreciation and amortisation |
( |
- |
|
Other expenses |
( |
- |
|
Operating loss |
( |
( |
|
Finance income |
|
- |
|
Finance costs |
( |
- |
|
Net finance cost |
( |
- |
|
Loss before tax |
( |
( |
|
Income tax |
( |
|
|
Loss for the year |
( |
( |
The above results were derived from continuing operations.
OVERIT U.K. LTD
(Registration number: 14159104)
Balance Sheet as at 31 December 2023
ASSETS |
Note |
31 December |
31 December |
Non current Assets |
|||
Fixed tangible assets |
|
- |
|
Asset for deferred tax |
( |
|
|
Total non current Assets |
|
|
|
Current assets |
|||
Accounts receivable |
|
|
|
Cash at bank and in hand |
|
|
|
Other current assets |
|
- |
|
Total current Assets |
|
|
|
TOTAL ASSETS |
183,926 |
54,424 |
|
EQUITIES AND LIABILITIES |
|||
Equity |
|||
Share capital |
50,000 |
50,000 |
|
Reserves |
867,350 |
- |
|
Retained earnings |
(939,586) |
(13,726) |
|
Total Equity |
(22,236) |
36,274 |
|
Current Liabilities |
|||
Other current liabilities |
|
- |
|
Accounts payable |
|
|
|
Total Current liabilities |
|
|
|
TOTAL EQUITY AND LIABILITIES |
(183,926) |
(54,424) |
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
Approved by the
......................................... |
OVERIT U.K. LTD
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Other reserves |
Retained earnings |
Total |
|
At 1 January 2023 |
|
- |
( |
|
Loss for the year |
- |
- |
( |
( |
Capital contribution |
- |
|
- |
|
Total comprehensive income |
- |
|
( |
( |
At 31 December 2023 |
|
|
( |
( |
Share capital |
Retained earnings |
Total |
|
Loss for the year |
- |
( |
( |
Total comprehensive income |
- |
( |
( |
New share capital subscribed |
|
- |
|
At 31 December 2022 |
50,000 |
(13,726) |
36,274 |
OVERIT U.K. LTD
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated and domiciled in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.
Summary of disclosure exemptions
In these financial statements, the company has taken advantage of the disclosure exemptions available under FRS 101 in relation to share-based payment, business combinations, non-current assets held for sale, financial instruments, fair value measurements, capital management, revenue from contracts with customers, presentation of comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment property, presentation of a cash-flow statement, the effects of new standards not yet effective, impairment of assets and disclosures in respect of the compensation of key management personnel and of transactions with a management entity that provides key management personnel services to the company.
Changes in accounting policy
None of the standards, interpretations and amendments effective for the first time from 1 January 2023 have had a material effect on the financial statements.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible Assets
Tangible Assets is stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of Tangible Assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Machinery and equipment |
33.33% reducing balance basis |
OVERIT U.K. LTD
Notes to the Financial Statements for the Year Ended 31 December 2023
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as Fixed Assets.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade Trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the Trade debtors.
Trade payables
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in finance costs.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period.
There were no judgements or material estimation uncertainties affecting the financial performance or position in the currect period.
OVERIT U.K. LTD
Notes to the Financial Statements for the Year Ended 31 December 2023
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Other revenue |
|
- |
Operating loss |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
- |
Purchase of services |
|
|
Finance income and costs |
2023 |
2022 |
|
Finance income |
||
Other finance income |
|
- |
Finance costs |
||
Foreign exchange losses |
( |
- |
Net finance costs |
( |
- |
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
- |
Social security costs |
|
- |
Pension costs, defined benefit scheme |
|
- |
Private health insurance |
|
- |
|
- |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Administration and support |
|
|
|
|
OVERIT U.K. LTD
Notes to the Financial Statements for the Year Ended 31 December 2023
Auditors' remuneration |
2023 |
2022 |
|
Auditors remuneration |
|
|
Income tax |
Tax credited in the profit and loss account
2023 |
2022 |
|
Deferred taxation |
||
Arising from origination and reversal of temporary differences |
|
( |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK 2022 of 19%.
The differences are reconciled below:
2023 |
2022 |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Increase/(decrease) from effect of unrelieved tax losses carried forward |
|
( |
Total tax charge/(credit) |
|
( |
OVERIT U.K. LTD
Notes to the Financial Statements for the Year Ended 31 December 2023
Deferred tax
Deferred tax assets and liabilities
Deferred tax movement during the year:
At 1 January 2023 |
Recognised in income |
At |
|
( |
|
|
|
( |
|
|
Deferred tax movement during the prior period:
At 8 June 2022 |
Recognised in income |
At |
|
- |
( |
( |
|
- |
( |
( |
There are £
Tangible Assets |
Furniture, fittings and equipment |
Total |
|
Cost or valuation |
||
Additions |
|
|
At 31 December 2023 |
|
|
Depreciation |
||
Charge for the year |
|
|
At 31 December 2023 |
|
|
Carrying amount |
||
At 31 December 2023 |
|
|
Trade and other receivables |
Current |
31 December |
31 December |
Prepayments |
|
|
Trade debtors |
|
|
17,311 |
2,184 |
OVERIT U.K. LTD
Notes to the Financial Statements for the Year Ended 31 December 2023
Cash and cash equivalents |
31 December |
31 December |
|
Cash at bank |
|
|
Short-term deposits |
|
- |
|
|
Trade and other payables |
31 December |
31 December |
|
Salaries and social security taxes |
|
- |
Share capital |
Allotted, called up and fully paid shares
31 December |
31 December |
|||
No. |
£ |
No. |
£ |
|
|
|
50,000 |
|
50,000 |
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is