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REGISTERED NUMBER: 06887945 (England and Wales)















Directors' Report and

Financial Statements for the Year Ended 31 August 2023

for

H-FARM UK LTD.

H-FARM UK LTD. (REGISTERED NUMBER: 06887945)






Contents of the Financial Statements
FOR THE YEAR ENDED 31 AUGUST 2023




Page

Company Information 1

Directors' Report 2

Report of the Independent Auditors 4

Statement of Comprehensive Income 6

Statement of Financial Position 7

Statement of Changes in Equity 8

Notes to the Financial Statements 9


H-FARM UK LTD.

Company Information
FOR THE YEAR ENDED 31 AUGUST 2023







DIRECTORS: R Donadon
M Ciccolini
M Zahra





REGISTERED OFFICE: 111 Park Street, Mayfair
London
W1K 7JF





REGISTERED NUMBER: 06887945 (England and Wales)





AUDITORS: A.C.T. Audit Limited
27 Hill Street
Mayfair, London
W1J 5LP

H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Directors' Report
FOR THE YEAR ENDED 31 AUGUST 2023

The directors present their report with the financial statements of the company for the year ended 31 August 2023.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 September 2022 to the date of this report.

R Donadon
M Ciccolini

Other changes in directors holding office are as follows:

M Zahra - appointed 16 September 2022

BRANCHES OUTSIDE THE UNITED KINGDOM
H-Farm UK Ltd has a branch in Italy located at Tenuta Cà Tron, Via Sile, 41, 31056 Roncade, Trevisio, Italy.

GOING CONCERN
The financial statements have been prepared on the going concern basis. The company has net liabilities at the year end. The directors are of the opinion that its parent company will continue to support it, and provide adequate funding when necessary to enable it to meet its obligations for the foreseeable future, being for a period of at least twelve months from the date of approval of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
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 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;
-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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, A.C.T. Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.


H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Directors' Report
FOR THE YEAR ENDED 31 AUGUST 2023

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





R Donadon - Director


8 August 2024

Report of the Independent Auditors to the Members of
H-Farm UK Ltd.

Opinion
We have audited the financial statements of H-Farm UK Ltd. (the 'company') for the year ended 31 August 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, 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, 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 August 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.

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

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Directors' Report, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the 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 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 where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; 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 or in preparing the Directors' Report.

Report of the Independent Auditors to the Members of
H-Farm UK Ltd.


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

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

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

**ERROR - DATA SCREEN - DETECTING IRREGULARITIES - TEXT SHOULD BE ENTERED HERE

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

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Pierpaolo Spadoni (Senior Statutory Auditor)
for and on behalf of A.C.T. Audit Limited
27 Hill Street
Mayfair, London
W1J 5LP

8 August 2024

H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Statement of Comprehensive
Income
FOR THE YEAR ENDED 31 AUGUST 2023

Period
1.1.22
Year Ended to
31.8.23 31.8.22
£ £

TURNOVER - -

Administrative expenses 33,312 76,093
OPERATING LOSS (33,312 ) (76,093 )

Gains (loss) on foreign
exchange revaluation
of financial liabilities 34,079 (110,599 )
PROFIT/(LOSS) BEFORE TAXATION 767 (186,692 )

Tax on profit/(loss) - -
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 767 (186,692 )

H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Statement of Financial Position
31 AUGUST 2023

31.8.23 31.8.22
Notes £ £
FIXED ASSETS
Tangible assets 7 - -
Investments 8 2,506,526 2,506,526
2,506,526 2,506,526

CURRENT ASSETS
Cash at bank 43,700 39,202

CREDITORS
Amounts falling due within one year 9 (4,103,612 ) (4,099,881 )
NET CURRENT LIABILITIES (4,059,912 ) (4,060,679 )
TOTAL ASSETS LESS CURRENT LIABILITIES (1,553,386 ) (1,554,153 )

CAPITAL AND RESERVES
Called up share capital 1,000 1,000
Capital contribution reserve 511,481 511,481
Retained earnings (2,065,867 ) (2,066,634 )
(1,553,386 ) (1,554,153 )

The 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 8 August 2024 and were signed on its behalf by:





R Donadon - Director


H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Statement of Changes in Equity
FOR THE YEAR ENDED 31 AUGUST 2023

Called up Capital
share Retained contribution Total
capital earnings reserve equity
£ £ £ £
Balance at 1 January 2022 1,000 (1,879,942 ) 511,481 (1,367,461 )

Changes in equity
Total comprehensive income - (186,692 ) - (186,692 )
Balance at 31 August 2022 1,000 (2,066,634 ) 511,481 (1,554,153 )

Changes in equity
Total comprehensive income - 767 - 767
Balance at 31 August 2023 1,000 (2,065,867 ) 511,481 (1,553,386 )

H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Notes to the Financial Statements
FOR THE YEAR ENDED 31 AUGUST 2023

1. STATUTORY INFORMATION

H-Farm UK Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements
The financial statements contain information about H-Farm UK Ltd. as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, H-Farm S.p.A., Tenuta Ca' Tron, Via Sile 41 - 31056 Roncade, Treviso (Italy).

Related party exemption
The company has taken advantage of the exemption in accordance with paragraph 33.1A of FRS 102 "Related party disclosures" not to disclose transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

Tangible fixed assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Fixtures and fittings: 40% straight line
Equipment: 40% straight line

H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 AUGUST 2023

3. ACCOUNTING POLICIES - continued

Financial instruments
(i) Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price.

Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow Group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables 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. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.


H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 AUGUST 2023

3. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investments in subsidiaries and associates
Investments in Subsidiaries and Associates are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

The carrying value is reviewed for permanent diminution when events or changes in circumstances indicate the carrying value may not be recoverable.

Going concern
These financial statements have been prepared on a going concern basis, taking into account that the company's parent, H-Farm S.p.A., has confirmed that it will continue to provide such financial support as the company requires for its continued operations and so that it can continue trading for the foreseeable future, being twelve months from the date of approval of these financial statements..

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are the valuation of investments.

These estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

5. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

6. AUDITORS' REMUNERATION
Period
1.1.22
Year Ended to
31.8.23 31.8.22
£ £
Fees payable to the company's auditors for the audit of the company's financial statements 9,000 8,652

H-FARM UK LTD. (REGISTERED NUMBER: 06887945)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 AUGUST 2023

7. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£
COST
At 1 September 2022
and 31 August 2023 2,037
DEPRECIATION
At 1 September 2022
and 31 August 2023 2,037
NET BOOK VALUE
At 31 August 2023 -

8. FIXED ASSET INVESTMENTS
Other
investments
£
COST
At 1 September 2022
and 31 August 2023 2,506,526
NET BOOK VALUE
At 31 August 2023 2,506,526
At 31 August 2022 2,506,526

Fixed assets investments relate to unlisted of £365,224 and other investment amounting to £2,200,010.

Other investment in 17,500 preference shares in InReach Data Limited was replaced with an investment in warrants which confer to company right to subscribe for up to £13,750 warrant shares for a consideration of £600,000.

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.8.23 31.8.22
£ £
Amounts owed to group undertakings 4,087,884 4,082,949
Other creditors 15,728 16,932
4,103,612 4,099,881

The amounts due to group undertakings are interest free and repayable on demand.

10. POST BALANCE SHEET EVENTS

There are no events to be disclosed after the balance sheet date.

11. ULTIMATE PARENT COMPANY

The company's immediate and ultimate parent company is H-Farm S.p.A., a company incorporated in Italy and listed on the FTSE AIM Italia section of the Borsa Italiana Stock Exchange.

The smallest and largest group of undertakings for which group accounts have been drawn up is that headed by H-Farm S.p.A. and copies of these Group Financial Statements can be obtained from Tenuta Cà Tron, Via Sile 41, 31056 Roncade, Treviso.