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Registration number: 03544952

Magnaghi UK Limited
(formerly Nu-Pro Limited)

Annual Report and Financial Statements

for the Year Ended 31 December 2024

 

Magnaghi UK Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Profit and Loss Account

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13 to 30

 

Magnaghi UK Limited

Company Information

Directors

Mr P Williment

Mr A De Benedictis

Mr G Iannotti

Mrs A Illiano

Mr J Bailey

Dr J Giani

Company secretary

Mr P Williment

Registered office

Eagle Works London Road
Thrupp
Stroud
Gloucestershire
GL5 2BA

Auditors

ML Audit LLP
Statutory Auditors
Winchester House
Deane Gate Avenue
Taunton
Somerset
TA1 2UH

 

Magnaghi UK Limited

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the period from 1 January 2024 to 31 December 2024.

Principal activity

The principal activity of the company is manufacture, weight reduction through chemical etching, surface treatment (anodising, plating & non-destructive testing) and sub-assembly of metal components, primarily for the aerospace industry.

Fair review of the business

Sales were £10.0m for 12 months of trading as at 31 December 2024 (31 December 2023 £7.3m), an actual increase of 37%.

At the end of the 3rd Quarter the Directors of the Holding Company, Magnaghi UK (Holdings) Ltd, decided to voluntarily liquidate Stanmar Ltd a fellow subsidiary, and transfer the trade and assets of Stanmar to Magnaghi UK Limited. The resulting sales from the transferred business amounted to £0.8m in the final quarter and the Magnaghi UK Ltd accounts include an inter-company loan write off of £0.9m as an exceptional item.

From a trading perspective all profit centres demonstrated growth in 2024, particularly the Special Process divisions with growth of 27.1%. These divisions were able to capitalise on offload requirements from 3rd party customers as well as the underlying aerospace and military industry rate increases.

The Manufacturing division growth of 21.4% has come mainly from MA Napoli intergroup requirements as opposed to 3rd party requirements. Despite orders being placed in 2023 this intergroup relationship was not fully developed until late in 2024, due to issues such as new specifications and approval requirements taking time to be implemented, but good deliveries are now being achieved and better returns on investment are anticipated moving forward.

In line with sales increases and underlying general increases in the macro economy, the costs in the business continued to rise, particularly regarding materials, staff, energy and insurance; but the Gross Profit margins on Special Processes continue to be strong and the increased turnover in these areas as a mix of sales resulted in Gross Profit margins increasing to 17% as at 31 December 2024 (31 December 2023 13.54%) and Magnaghi UK Ltd achieving an operating profit of £268k as at 31 December 2024 (31 December 2023 operating loss £211k).

Interest costs increased during the year due to working capital increasing on the funding of stock and trade debtors as sales increased further in the final quarter; leading to an increase of borrowing on the invoice discounting facility and a new bank loan.

The company was able to utilise prior year tax losses and as such, despite the operating profit, no tax is payable in the accounts.

The above factors resulted in a Profit After Tax at 31 December 2024 of £1.0m (31 December 2023 loss £0.3m).

 

Magnaghi UK Limited

Strategic Report for the Year Ended 31 December 2024

FY2025:
During the Financial Year FY24, the anticipated sub contract work from MA Group took longer to achieve due to specification and approvals issues. These are now resolved and manufacturing inter group sales are anticipated to increase during FY25.

With increasing orders from third party UK customers for all profit centres, the transferred sales stream from Stanmar and the increased demand from MA Group, where a number of new projects are also being reviewed, Magnaghi UK has budgeted for a 32.5% growth in the business.

Staff recruitment has already begun to aid the capacity increase that will be required to meet Budget demands and further investment in improving efficiency, reducing energy demand, implementing green energy options and improving the site infrastructure is due in 2025.

With the working capital growth and investment costs required, Magnaghi UK will seek to refinance in FY25 with its bank and look to short term Group support outside of this to ensure trading is not impacted.

Principal risks and uncertainties

The management of the business and the execution of the company’s strategy are subject to a number of risks. The Board consider the principal risks and uncertainties, which are constantly monitored, to be:

• The effect of international customer and market pressures on pricing;

• Off load work being taken back in house by 3rd party customers;

• Changes in aircraft design and new technology;

• Market consolidation within the UK;

• Competing products sourced from low cost overseas locations; and

• Continued logistical and regulatory issues in trading with the EU have arisen post-Brexit. Most have been resolved by action taken by the business or by the relevant authorities, but some areas of uncertainty remain.

Approved by the Board on 28 March 2025 and signed on its behalf by:

Mr P Williment
Director

   
     
 

Magnaghi UK Limited

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors of the company

The directors who held office during the year were as follows:

Mr P Williment

Mr A De Benedictis

Mr G Iannotti

Mrs A Illiano

Mr J Bailey

Dr J Giani

Financial instruments

Objectives and policies

The company's financial instruments, comprise borrowing, cash and liquid resources, and various other items such as trade debtors, trade creditors, etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company. The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages these through credit control procedures. The nature of these financial instruments means that they are not subject to price risk.

Price risk, credit risk, liquidity risk and cash flow risk

The company is exposed to liquidity risk through its borrowings and seeks to balance this risk by using a mixture of fixed and variable interest borrowings to provide certainty over debt servicing requirements in conjunction with a tightly controlled cash management process for the purposes of cash row risk.

The company is exposed to foreign currency risk through making overseas sales and purchases which gives a risk in terms of exchange movements. This is a risk that the directors accept and keep under review to ensure the company's exposure is kept to a minimum.

The company’s business environment and risks together with details of the monitoring undertaken by the directors, are dealt with elsewhere in the Strategic Report. The directors believe the company is well placed to manage risks despite the uncertain economic outlook. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.

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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors ML Audit LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

 

Magnaghi UK Limited

Directors' Report for the Year Ended 31 December 2024

Approved by the Board on 28 March 2025 and signed on its behalf by:

Mr P Williment
Director

   
     
 

Magnaghi UK Limited

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 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 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.

 

Magnaghi UK Limited

Independent Auditor's Report to the Members of Magnaghi UK Limited

Opinion

We have audited the financial statements of Magnaghi UK Limited (the 'company') for the year ended 31 December 2024, 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, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2024 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 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 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 directors are responsible for the 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.

 

Magnaghi UK Limited

Independent Auditor's Report to the Members of Magnaghi UK Limited

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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have 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 Strategic Report and 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud;

 

Magnaghi UK Limited

Independent Auditor's Report to the Members of Magnaghi UK Limited

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

undertook a review of manual journals processed in the accounting system, applying professional scepticism to ensure they are in line with our expectation that they are not unusual in the normal course of business.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://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.




Sarah Jenkins (Senior Statutory Auditor)
For and on behalf of ML Audit LLP,
Statutory Auditor
Winchester House
Deane Gate Avenue
Taunton
Somerset
TA1 2UH

28 March 2025

 

Magnaghi UK Limited

Profit and Loss Account for the Year Ended 31 December 2024

Note

2024
£

2023
£

Turnover

3

9,982,245

7,343,162

Cost of sales

 

(8,285,594)

(6,348,869)

Gross profit

 

1,696,651

994,293

Distribution costs

 

(353,465)

(269,610)

Administrative expenses

 

(1,170,929)

(1,063,582)

Other operating income

4

95,625

127,500

Operating profit/(loss)

5

267,882

(211,399)

Exceptional item - write off of loan from fellow subsidiary

10

898,862

-

Interest payable and similar expenses

6

(129,075)

(93,146)

   

769,787

(93,146)

Profit/(loss) before tax

 

1,037,669

(304,545)

Tax on profit/(loss)

11

-

179,006

Profit/(loss) for the financial year

 

1,037,669

(125,539)

The above results were derived from continuing operations.

 

Magnaghi UK Limited

(Registration number: 03544952)
Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Tangible assets

13

2,572,991

2,421,991

Current assets

 

Stocks

15

2,116,726

1,009,888

Debtors

16

3,041,999

1,945,381

Cash at bank and in hand

17

78,872

15,599

 

5,237,597

2,970,868

Creditors: Amounts falling due within one year

18

(2,997,418)

(2,484,678)

Net current assets

 

2,240,179

486,190

Total assets less current liabilities

 

4,813,170

2,908,181

Creditors: Amounts falling due after more than one year

18

(1,187,388)

(320,068)

Net assets

 

3,625,782

2,588,113

Capital and reserves

 

Called up share capital

21

1,500,000

1,500,000

Revaluation reserve

22

640,091

646,264

Other reserves

22

1,030,000

1,030,000

Profit and loss account

22

455,691

(588,151)

Total equity

 

3,625,782

2,588,113

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 

Mr P Williment
Director

   
     
 

Magnaghi UK Limited

Statement of Changes in Equity for the Year Ended 31 December 2024

Share capital
£

Revaluation reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2024

1,500,000

646,264

1,030,000

(588,151)

2,588,113

Profit for the year

-

-

-

1,037,669

1,037,669

Transfer between reserves

-

(6,173)

-

6,173

-

At 31 December 2024

1,500,000

640,091

1,030,000

455,691

3,625,782

Share capital
£

Revaluation reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2023

1,500,000

652,437

1,030,000

(468,785)

2,713,652

Loss for the year

-

-

-

(125,539)

(125,539)

Transfer between reserves

-

(6,173)

-

6,173

-

At 31 December 2023

1,500,000

646,264

1,030,000

(588,151)

2,588,113

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The company was formerly known as Nu-Pro Limited.

The address of its registered office is:
Eagle Works London Road
Thrupp
Stroud
Gloucestershire
GL5 2BA

These financial statements were authorised for issue by the Board on 28 March 2025.

2

Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.

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.

Summary of disclosure exemptions

Magnaghi UK Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to financial instruments, presentation of related party transactions and the presentation of a statement of cash flows.

Name of parent of group

These financial statements are consolidated in the financial statements of Magnaghi UK (Holdings) Limited (formerly Magnaghi (UK) Limited).

The financial statements of Magnaghi UK (Holdings) Limited (formerly Magnaghi (UK) Limited) may be obtained from Eagle Works, London Road, Thrupp, Stroud, Gloucestershire, GL5 2BA.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Going concern

The directors have prepared forecast information, for a period of not less than 12 months from the date of approval of these financial statements. The forecasts include planned capital expenditure that the directors believe is required to return the company to profitability. Whilst the forecasts show an improving cash position, this is with significant additional funding being provided by the wider group. The group have confirmed their willingness to continue to support the company for the foreseeable future and, on this basis, the directors believe that it is appropriate for these financial statements to be prepared on a going concern basis.

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 accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period or in the period of the revision and future periods where the revision affects both current and future periods.

In preparing the financial statements, management make estimates concerning the identification of obsolete stock for inclusion in the stock provision. Management have determined that all stock over two years old should be fully provided based upon its utilisation aligning it with the group policy. At 31 December 2024, a stock provision of £451,367 (2023 - £123,151) was recognised. It is not practical to estimate the effects of the change in relation to future periods.

No other key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits can be reliably measured, and it is probable that future economic benefits will flow to the entity. Revenue from the sale of goods is recognised when the risks and rewards of ownership are transferred to the customer. Revenue from services is recognised in the accounting periods in which the services are rendered.

Finance income and costs policy

Interest income and expenses are recognised using the effective interest rate method.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the espective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable 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 setup against deferred tax assets so that the net carrying amount equals the highest amount that is more likely thannot to be recovered based on current or future taxable profit.

Intangible assets

Goodwill arising on the acquisition of a business represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the business recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisat on and accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

20 years straight line

Tangible assets

Tangible assets are 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.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

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

Freehold land and buildings

2.5% straight line

Plant and machinery

5-33% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the company in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

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 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 receivables.

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 change in value.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, 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.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing 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 interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probabale that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligations,

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below. A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

3

Turnover

The analysis of the company's Turnover for the year from continuing operations is as follows:

2024
£

2023
£

Sale of goods

9,982,245

7,343,162

The analysis of the company's Turnover for the year by market is as follows:

2024
£

2023
£

UK

7,640,845

5,400,578

Europe

2,166,304

1,649,429

Rest of world

175,096

293,155

9,982,245

7,343,162

4

Other operating income

The analysis of the company's other operating income for the year is as follows:

2024
£

2023
£

Management charge income

95,625

127,500

5

Operating profit/(loss)

Arrived at after charging/(crediting):

2024
£

2023
£

Depreciation expense

351,936

321,580

Foreign exchange losses

11,088

40,457

Operating lease expense - plant and machinery

11,106

12,938

Profit on disposal of property, plant and equipment

-

(10,950)

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

6

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

125,286

88,682

Interest on obligations under finance leases and hire purchase contracts

3,789

4,464

129,075

93,146

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

3,262,412

2,566,886

Social security costs

334,721

259,283

Pension costs, defined contribution scheme

189,633

199,150

3,786,766

3,025,319

The average number of persons employed by the company (including directors) during the year, analysed by category, was as follows:

2024
No.

2023
No.

Production

84

57

Administration and support

23

30

107

87

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

300,881

295,653

Contributions paid to money purchase schemes

64,734

105,271

365,615

400,924

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

2

2

In respect of the highest paid director:

2024
£

2023
£

Remuneration

165,758

177,115

Company contributions to money purchase pension schemes

36,807

91,320

9

Auditors' remuneration

2024
£

2023
£

Audit of the financial statements

27,000

23,800


 

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

10

Exceptional items

2024
£

2023
£

Write off of loan from fellow subsidiary

898,862

-


 

On 30 September 2024, the trade and certain assets of Stanmar Limited, a fellow subsidiary, were transferred to Magnaghi UK Limited via an inter-company loan account. The net balance owed to Stanmar Limited has subsequently been written off to the profit and loss account as it was no longer payable. No corporation tax liability arises on this loan write off as the loan was between two connected parties.

11

Taxation

Tax charged/(credited) in the income statement:

2024
£

2023
£

Deferred taxation

Arising from origination and reversal of timing differences

-

(179,006)

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 23.5%).

The differences are reconciled below:

2024
£

2023
£

Profit/(loss) before tax

1,037,669

(304,545)

Corporation tax at standard rate

259,417

(71,568)

Tax increase from effect of capital allowances and depreciation

-

38,005

Effect of expense not deductible in determining taxable profit (tax loss)

(300,370)

2,934

Tax decrease arising from group relief

(56,259)

-

Deferred tax expense/(credit) from unrecognised tax loss or credit

38,943

(148,377)

Deferred tax expense from unrecognised temporary difference from a prior period

58,269

-

Total tax credit

-

(179,006)

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

12

Intangible assets

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2024

7,107,869

7,107,869

At 31 December 2024

7,107,869

7,107,869

Amortisation

At 1 January 2024

7,107,869

7,107,869

At 31 December 2024

7,107,869

7,107,869

Carrying amount

At 31 December 2024

-

-

At 31 December 2023

-

-

13

Tangible assets

Freehold land and buildings
 £

Plant and machinery
 £

Total
£

Cost or valuation

At 1 January 2024

2,026,355

3,953,427

5,979,782

Additions

-

267,286

267,286

Acquired through business combinations

-

235,650

235,650

At 31 December 2024

2,026,355

4,456,363

6,482,718

Depreciation

At 1 January 2024

412,375

3,145,416

3,557,791

Charge for the year

43,362

308,574

351,936

At 31 December 2024

455,737

3,453,990

3,909,727

Carrying amount

At 31 December 2024

1,570,618

1,002,373

2,572,991

At 31 December 2023

1,613,980

808,011

2,421,991

Included within the net book value of land and buildings above is £1,570,618 (2023 - £1,613,980) in respect of freehold land and buildings.
 

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2024
£

2023
£

Plant and machinery

65,100

47,512

   

Restriction on title and pledged as security

Freehold land and buildings with a carrying amount of £1,570,618 (2023 - £1,613,980) has been pledged as security for the company's bank borrowings.

Plant and machinery with a carrying amount of £65,100 (2023 - £47,512) has been pledged as security for the related finance lease and hire purchase liabilities.

14

Business combinations

On 30 September 2024, the company acquired the fixed assets, stock and work in progress of a fellow subsidiary, Stanmar Limited. The reason for this restructuring was to rationalise the number of companies that the group operates in the UK, to make the UK business more efficient and obtain savings in administrative expenses. The assets acquired were as follows:

Fair value
£

Assets and liabilities acquired

Goodwill

-

Stock and work in progress

800,100

Plant and machinery

235,650

Total identifiable assets

1,035,750

15

Stocks

2024
£

2023
£

Raw materials and consumables

654,191

446,949

Work in progress

1,325,067

460,174

Finished goods and goods for resale

137,468

102,765

2,116,726

1,009,888

A stock provision of £451,367 (2023 - £123,151) is included within the value of stock.

Amounts included in stocks of £2,116,726 (2023 - £1,009,888) have been secured by way of a debenture incorporating a floating charge.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

16

Debtors

Current

2024
£

2023
£

Trade debtors

2,831,111

1,523,151

Amounts owed by related parties

-

364,114

Other debtors

5,785

408

Prepayments

205,103

57,708

 

3,041,999

1,945,381

The carrying amount of trade debtors pledged as security for the company's other borrowings amounted to £2,831,111 (31 December 2023 - £1,523,151).

Held within trade debtors there are amounts owed from related parties of £205,589 (2023 £40,968).
 

17

Cash and cash equivalents

2024
£

2023
£

Cash on hand

552

384

Cash at bank

78,320

15,215

78,872

15,599

Amounts included in cash and cash equivalents of £78,872 (2023 - £15,599) have been pledged as security by way of a debenture incorporating a floating charge.

18

Creditors

Note

2024
£

2023
£

Due within one year

 

Loans and borrowings

23

1,523,325

1,557,658

Trade creditors

 

886,031

538,471

Amounts due to related parties

32,253

88,545

Social security and other taxes

 

321,925

145,830

Outstanding defined contribution pension costs

 

41,758

20,140

Other creditors

 

44,119

30,322

Accruals

 

148,007

103,712

 

2,997,418

2,484,678

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Note

2024
£

2023
£

Due after one year

 

Loans and borrowings

23

986,554

18,818

Other non-current financial liabilities

 

200,834

301,250

 

1,187,388

320,068

19

Provisions for liabilities

Deferred tax
£

Total
£

At 31 December 2024

-

-

Deferred tax
£

Total
£

At 1 January 2023

179,006

179,006

Increase (decrease) in existing provisions

(179,006)

(179,006)

At 31 December 2023

-

-

20

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £189,633 (2023 - £199,150).

Contributions totalling £41,758 (2023 - £20,140) were payable to the scheme at the end of the year and are included in creditors.

21

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

1,500,000

1,500,000

1,500,000

1,500,000

       

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
The ordinary shares have full voting rights and rights to dividends at the discretion of the directors.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

22

Reserves

Called up share capital

Represents the issued equity share capital of the company

Revaluation reserve

Represents the effect of the revaluation of freehold land and buildings which are stated at a deemed cost from a previous UK GAAP valuation at 31 March 2014, net of related deferred tax

Other reserves

Other reserves comprises a Special Reserve. On 7 July 2005 a special resolution to reduce the capital of the company and extinguish 4,900,000 of authorised, allotted, called up and fully paid shares of £1 each was confirmed by an Order of the High Court of Justice, Chancery Division. The Order enabled the company to eliminate the deficit on retained earnings, at the date of passing the Order, and the excess of the capital reduction over the deficit on retained earnings is credited to an unrealised and undistributable Special Reserve. This Special Reserve is to be maintained in accordance with the conditions of that Order until such time as debts outstanding at the date of the Order have been fully cleared.

Retained earnings

Represents cumulative profit or losses, net of dividends paid and other adjustments. The changes to each component of equity resulting from items of other comprehensive income for the prior year were as follows:

The changes to each component of equity resulting from items of other comprehensive income for the current year were as follows:

Revaluation reserve
£

Retained earnings
£

Total
£

Surplus/deficit on property, plant and equipment revaluation

-

6,173

6,173

Surplus/deficit on revaluation of other assets

(6,173)

-

(6,173)

(6,173)

6,173

-

The changes to each component of equity resulting from items of other comprehensive income for the prior year were as follows:

Revaluation reserve
£

Retained earnings
£

Total
£

Surplus/deficit on property, plant and equipment revaluation

-

6,173

6,173

Surplus/deficit on revaluation of other assets

(6,173)

-

(6,173)

(6,173)

6,173

-

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

23

Loans and borrowings

Non-current loans and borrowings

2024
£

2023
£

Bank borrowings

945,498

-

Hire purchase contracts

41,056

18,818

986,554

18,818

Current loans and borrowings

2024
£

2023
£

Bank borrowings

31,502

493,333

Hire purchase contracts

18,800

28,440

Other borrowings

1,473,023

1,035,885

1,523,325

1,557,658

Bank borrowings

The existing Barclays bank loan was denomiated in sterling with a nominal interest rate of 3.18%, and the final instalment was paid in October 2024. Therefore, the carrying amount at year end is £Nil (2023 - £493,333).

This bank loan was secured by a fixed and floating charge over the assets of the company and a legal charge over the company's freehold property. The repayment terms of this bank loan were monthly instalments of £3,333 plus interest.

The new Barclays mortgage is denominated in sterling with a nominal interest rate of 7.6%, and the final instalment is due in October 2028. The carrying amount at year end is £977,000 (2023 - £Nil).

This bank loan is secured by a floating charge over the assets of the company and a legal charge over the company's freehold property. The repayment terms of this bank loan are monthly instalments of £9,388 including interest.

Other borrowings

Other borrowings are secured by a fixed and floating charge over the assets of the company, and its immediate parent company.

Finance leases

Assets held under finance leases are secured upon the asset to which the agreement relates.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

24

Obligations under leases and hire purchase contracts

Finance leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

18,800

28,440

Later than one year and not later than five years

41,056

18,818

59,856

47,258

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

338,676

178,676

Later than one year and not later than five years

507,516

686,191

846,192

864,867

The amount of non-cancellable operating lease payments recognised as an expense during the year was £51,450 (2023 - £12,938).

25

Contingent liabilities

The company's premises is located on what is believed to be contaminated land. Whilst this does not prevent the company from continuing to trade, should the premises require significant alteration or redevelopment the land would require decontamination. The expected cost of decontamination is £1.14m.

The company is party to a financial guarantee contract in relation to the other borrowings of a fellow subsidiary which at the 31 December 2024 amounted to £Nil (31 December 2023 - £301,675), which is secured by a fixed and floating charge over the assets of the company.

26

Parent and ultimate parent undertaking

The company's immediate parent is Magnaghi (UK) Holdings Limited (formerly Magnaghi (UK) Limited), incorporated in England and Wales.

 The ultimate parent is Invesco S.p.A., incorporated in Italy.
  These financial statements are available upon request from Via dei Mille, 1, 80121, Naples Italy.
 

The parent of the largest group in which these financial statements are consolidated is Magnaghi Holding S.p.A., incorporated in Italy.

The address of Magnaghi Holding S.p.A. is:
Via dei Mille, 1, 80121, Naples Italy.

 

Magnaghi UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

The parent of the smallest group in which these financial statements are consolidated is Magnaghi UK (Holdings) Limited, incorporated in England and Wales.

The address of Magnaghi UK (Holdings) Limited is:
Eagle Works, London Road, Thrupp, Stroud, Gloucestershire GL5 2BA.