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Celli Asset Management (UK) Limited

Registered number: 03307179
Annual report and
 financial statements
For the year ended 31 December 2023

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
COMPANY INFORMATION


Directors
U C Ferrario (appointed 11 September 2023)
F Testarella (appointed 10 November 2023)
C Berardi (appointed 3 December 2024)




Registered number
03307179



Registered office
Thirsk Industrial Park
York Road

Thirsk

YO7 3BX




Independent auditor
Azets

Wynyard Park House

Wynyard Avenue

Wynyard

TS22 5TB




Accountants
Forvis Mazars
5th Floor

3 Wellington Place

Leeds

LS1 4AP





 
CELLI ASSET MANAGEMENT (UK) LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 6
Independent Auditor's Report
 
7 - 11
Statement of Comprehensive Income
 
12
Statement of Financial Position
 
13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 34


 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors are pleased to present their strategic report for the Company for the financial year ended 31 December 2023.

Principal risks and uncertainties
 
The policy of risk acceptance and risk management is addressed through an annual Board review process with approval and ongoing review. Compliance with regulation, legal and ethical standards is a high priority and the directors take an important oversight role in this regard.
The main risks to the business have been identified as a change in consumer behaviours, significant reliance on sales volume from a few key customers, changing customer service requirements from the current customer base and global competitors from low-cost environments.
The business continues to manage these risks by diversifying not only products on offer but also the customer base whilst maintaining high quality standards to our existing customers, evolving our customer service solutions and efficiently managing our cost base and procurement process to ensure we remain competitive. We have continued to invest in the business through staff recruitment, IT and refining our quality control systems as part of the process of managing these risks.

Results and performance
 
The results of the Company for the year show a loss on ordinary activities before tax of £3.55m (2022 loss- £3.2m).
The shareholders' deficit totals £ 7.0m (2022 - £3.5m).

Business environment
 
As sustainability becomes an increasing priority for customers and as environmental factors continue to influence the industry, both our Asset Management and Technical Services have experienced rising demand.
The asset management and service sectors remain highly competitive. In addition to the increase in demand, there has also been a notable shift in customer expectations, with many requesting more flexible services opening up new opportunities for the business.
The manufacturing and hospitality industries continue to face challenges from rising material and utility costs, higher labour expenses, and a reduction in consumer spending. Furthermore, the influence of procurement groups representing major brands necessitates the development of new, high-quality services offered at competitive prices.

- 1 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Strategy and future development

In 2023, the company's underlying performance showed notable improvement, driven by a stronger focus on indirect cost savings, the development of new revenue streams, and enhanced operational efficiency.
The Board of Directors, in collaboration with the Group, identified 2023 as a year dedicated to laying the foundation for robust growth in 2024.
With the business now firmly established within the industry, the strategic focus for 2024 and beyond is to expand and diversify the customer base, providing greater flexibility. This includes offering a comprehensive range of services, from product development to installation, maintenance, and after-sales services, all managed by one unified Celli Group operating synergistically.
A particular emphasis will be placed on the service and remanufacturing divisions, which are seen as key enablers in driving Celli product sales to new customers and markets that have not yet been reached.


This report was approved by the board on 10 April 2025 and signed on its behalf.



U C Ferrario
Director

- 2 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
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.

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Principal activity

The Company specialises in manufacturing, logistics, supply chain management, and service support, with a primary focus on the UK drinks industry.

- 3 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Results and dividends

The appointment of a new Celli Group Board of Directors in the summer of 2023 marked a significant shift in the company’s leadership and management structure. A team of highly qualified professionals was selected to conduct a comprehensive review of the group’s operations. This involved a detailed examination of both industrial and financial aspects, with particular emphasis on ensuring the accuracy and integrity of the company’s financial accounts.
Celli UK legal entities underperformed relative to expectations, primarily due to a decline in market demand, particularly within the alcoholic beverage technology sector, compounded by insufficient oversight from local management. To address these challenges, a new UK management team was appointed during the year, tasked with revitalising the leadership of this critical market for the group. These actions were part of Celli Group business review.
In November 2023, Celli Group developed a comprehensive business plan aimed at addressing key issues identified throughout the year. This plan was designed to safeguard business continuity and maintain employment levels.
All UK Celli legal entities were included in this strategic review, which set clear, sustainable targets for the short, medium, and long term. A close and continuous monitoring process was implemented, ensuring the sustainability of cash flows and treasury activities.
The decline in revenue compared to 2022 is primarily due to the completion of a one-off project with a national key account. This revenue reduction was partially offset by a corresponding decrease in variable costs.
The underlying performance for 2023 was further impacted by significant non-cash, one-off accounting adjustments, including stock write-offs, bad debt provisions, and other restructuring costs.
Personnel costs for 2023 decreased as a result of a business process review that optimised the workforce size, thereby reducing costs and improving operational efficiency.
The loss for the year, after tax, amounted to £3,460,434 (2022: loss of £3,234,110). As a result, no dividends will be declared for the year ended 31 December 2023 (2022: £Nil).

Directors

The directors who served during the year were:

U C Ferrario (appointed 11 September 2023)
A Pizzi (resigned 28 November 2024)
F Testarella (appointed 10 November 2023)
C Colombi (appointed 11 September 2023, resigned 10 November 2023)
N J Farrar (resigned 14 April 2023)
M Gallavotti (appointed 14 April 2023, resigned 10 August 2023)
V Marchi (resigned 11 September 2023)

- 4 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern

The financial statements of Celli Asset Management UK have been prepared using the going concern assumption.
The management of Celli Asset Management UK believes that the Company has the necessary financial resources, operational capabilities, and market positioning to continue its activities and meet its obligations. The Company has a robust plan in place to address any financial or operational challenges that may arise during the period.
While management has no reason to believe that the Company will not continue as a going concern, certain factors could affect its ability to do so, including but not limited to changes in market conditions, adverse financial performance, or unforeseen circumstances that may impact operations. These risks are continuously monitored, and appropriate strategies are developed to mitigate their impact.
As of the date of these financial statements, management believes the Company has sufficient financial resources and capital to continue its operations for at least the next 12 months. The Company can rely on the financial support from Celli Group, if required.
Additionally, management is exploring various options to improve the Company's effectiveness and profitability. One of such option is to set up a partnership within the sole field service business with an experienced local player.
Management believes that, while multinational group frameworks may be suitable for standardised businesses, private ownership would offer increased flexibility, faster response times, a stronger customer focus, the ability to provide tailored services, and enhanced adaptability to market changes. These advantages, in turn, would lead to greater market share and profitability.
Management has also conducted a thorough review of the Company’s financial condition, operational capacity, and overall business outlook. Based on this review, the following points are provided to demonstrate that the Company is expected to continue as a going concern for at least the next 12 months:
 
1.Order Backlog and Contracts: The Company has secured long-term contracts (duration > 1 year) with major national accounts and relies on a healthy order backlog that guarantees a steady stream of revenue over the next 12 months. These contracts are expected to continue providing cash inflows and operational stability.
 
2.Financial Liabilities: The Company's outstanding debt and financial obligations primarily stem from invoice discounting agreements with banks, a practice the Company has successfully utilised in recent years. Additionally, there is Group debt managed within the Celli Group.
 
3.Operational Continuity: The Company has established strong operational processes, including supplier relationships, service planning, geographical presence and workforce stability, which will enable the business to continue functioning seamlessly in case of a sale. Management believes that these processes will remain intact and allow for continued success.
 
4.Market and Industry Outlook: The Company operates in a stable and growing industry, with favourable market conditions expected to persist over the next 12 months, especially for the service business.
 
5.No Threat of Bankruptcy or Liquidation: The Company has not experienced any liquidity issues or indications of bankruptcy. There are no legal proceedings or other threats that could undermine its ability to continue as a going concern.
 
- 5 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

6.Streamlining of Operations Portfolio: Management has reviewed the Company’s diverse business portfolio and developed a strategy for each division:
 
Supply Chain: The Company will assess and terminate contracts with low profitability.
Special Projects: After completing the Coop Arena project, future initiatives will be carefully evaluated with specific focus on return on investments.
Remanufacturing: The remanufacturing of coolers, fonts, and casks will be transferred to Celli Group UK in Thirsk and integrated with the production teams for each product line, this will generate synergies and economy of scale.
Service: The Company recognises significant value in the service sector, but achieving this will require a shift in approach, including , as previously mentioned, collaboration with specialised partners.

 
7.Transition Plan: should the service partnership option be implemented, a comprehensive management transition plan will be developed to ensure that the Company will continue to operate smoothly. Key management personnel are committed to supporting the business and ensuring a seamless transition.

In conclusion, based on the above factors, management is confident that Celli Asset Management UK will remain a going concern for at least the next 12 months, and will continue to operate and meet all of its obligations even if the Company operates through a service partnership.

Matters covered in the Strategic Report

As permitted by Section 414 (c) (11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors' report by Schedule 7 of the "Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008", in the Strategic Report.

Disclosure of information to auditor

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

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

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

Sargeant Partnership LLP resigned as auditor during the period and Azets Audit Services were appointed.
The auditor, Azets Audit Services, will be proposed for reappointment at the annual general meeting.

This report was approved by the board on 10 April 2025 and signed on its behalf.
 



U C Ferrario
Director

- 6 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI ASSET MANAGEMENT (UK) LIMITED
 

Qualified Opinion


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


In our opinion, except for the effects of the matter described in the basis for qualified opinion paragraph, 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 qualified opinion


During the preparation of the 2023 financial statements, a number of errors were identified in the company's balance sheet, some of which date back to the previous 4 financial periods. Management have corrected these errors through the profit and loss account in the current year, as described in note 11, rather than restating previous years financial statements.  The corrections have a material impact on creditors and an immaterial effect on stocks.
Consequently as a result of the reported matters above, we were unable to determine whether the reported results for the year 31 December 2022 and the opening equity as at 1 January 2022 were materially correct. A change in the treatment of exceptional items in 2023 would impact the profit and loss account for the years ended 31 December 2020 to 2023.


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


- 7 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI ASSET MANAGEMENT (UK) LIMITED (CONTINUED)


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements, which indicates that Company incurred a net loss of £3.5m during the year ended 31 December 2023 and, as of that date, the company’s current liabilities exceeded its total assets by £6m. As stated in note 2.3, these events or conditions, along with other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. 


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


As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves with regards to the periods the exceptional items reported in 2023 relate to which would affect the results for the years ended 31 December 2020 and 2023. We have concluded that where the other information refers to creditors, opening balances or related costs of 2022, it may be materially misstated for the same reason. 


Opinions on other matters prescribed by the Companies Act 2006
 

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:


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


- 8 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI ASSET MANAGEMENT (UK) LIMITED (CONTINUED)


Matters on which we are required to report by exception
 

In respect solely of the limitation on our work relating to exceptional items and comparatives, described above:
 
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
we were unable to determine whether adequate accounting records had been maintained.

Except for the matter described in the basis for qualified opinion section of our report, 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 Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
 
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.
 



 
Responsibilities of directors
 

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


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


- 9 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI ASSET MANAGEMENT (UK) LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

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

Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud. 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;   
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.



- 10 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI ASSET MANAGEMENT (UK) LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.




Angela Ingham FCA 
Senior Statutory Auditor
  
For and on behalf of Azets Audit Services
Chartered Accountants
Statutory Auditor
 
Wynyard Park House
Wynyard Avenue
Wynyard
United Kingdom
TS22 5TB

10 April 2025
- 11 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
14,944,552
32,346,764

Cost of sales
  
(13,022,085)
(29,972,658)

Gross profit
  
1,922,467
2,374,106

Distribution costs
  
-
(40,000)

Administrative expenses
  
(3,527,515)
(5,525,053)

Exceptional administrative expenses
 11 
(1,784,791)
-

Operating loss
 5 
(3,389,839)
(3,190,947)

Interest payable and similar expenses
 9 
(161,467)
(43,163)

Loss before tax
  
(3,551,306)
(3,234,110)

Tax on loss
 10 
90,872
-

Loss for the financial year
  
(3,460,434)
(3,234,110)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 15 to 34 form part of these financial statements.

- 12 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
REGISTERED NUMBER: 03307179

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
57,795
67,454

Tangible assets
 13 
88,752
294,383

  
146,547
361,837

Current assets
  

Stocks
 14 
2,038,307
1,586,082

Debtors: amounts falling due within one year
 15 
4,117,493
5,031,375

Cash at bank and in hand
 16 
192,874
83,655

  
6,348,674
6,701,112

Creditors: amounts falling due within one year
 17 
(11,321,021)
(10,578,817)

Net current liabilities
  
 
 
(4,972,347)
 
 
(3,877,705)

Total assets less current liabilities
  
(4,825,800)
(3,515,868)

Creditors: amounts falling due after more than one year
 18 
(2,150,502)
-

  

Net liabilities
  
(6,976,302)
(3,515,868)


Capital and reserves
  

Called up share capital 
 21 
4
4

Profit and loss account
 22 
(6,976,306)
(3,515,872)

  
(6,976,302)
(3,515,868)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 April 2025.




U C Ferrario
Director

The notes on pages 15 to 34 form part of these financial statements.

- 13 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
4
(281,762)
(281,758)


Comprehensive income for the year

Loss for the year
-
(3,234,110)
(3,234,110)
Total comprehensive income for the year
-
(3,234,110)
(3,234,110)



At 1 January 2023
4
(3,515,872)
(3,515,868)


Comprehensive income for the year

Loss for the year
-
(3,460,434)
(3,460,434)
Total comprehensive income for the year
-
(3,460,434)
(3,460,434)


At 31 December 2023
4
(6,976,306)
(6,976,302)


The notes on pages 15 to 34 form part of these financial statements.

- 14 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Celli Asset Management Limited (the 'Company') is a private company, limited by shares and registered in England and Wales, registered number 03307179. The registered address is Thirsk Industrial Park, York Road, Thirsk, YO7 3BX.
The Company specialises in manufacturing, logistics, supply chain management, and service support, with a primary focus on the UK drinks industry.
The financial statements have been prepared in Pound Sterling as this is the currency of the primary economic environment in which the Company operates.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Celli S.p.a  as at 31 December 2023 and these financial statements may be obtained from Casino Albini,605, 47842 San Giovanni in Marignano (RN), Italy.

- 15 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements of Celli Asset Management UK have been prepared using the going concern assumption.
The management of Celli Asset Management UK believes that the Company has the necessary financial resources, operational capabilities, and market positioning to continue its activities and meet its obligations. The Company has a robust plan in place to address any financial or operational challenges that may arise during the period.
While management has no reason to believe that the Company will not continue as a going concern, certain factors could affect its ability to do so, including but not limited to changes in market conditions, adverse financial performance, or unforeseen circumstances that may impact operations. These risks are continuously monitored, and appropriate strategies are developed to mitigate their impact.
As of the date of these financial statements, management believes the Company has sufficient financial resources and capital to continue its operations for at least the next 12 months. The Company can rely on the financial support from Celli Group, if required.
Additionally, management is exploring various options to improve the Company's effectiveness and profitability. One of such option is to set up a partnership within the sole field service business with an experienced local player.
Management believes that, while multinational group frameworks may be suitable for standardised businesses, private ownership would offer increased flexibility, faster response times, a stronger customer focus, the ability to provide tailored services, and enhanced adaptability to market changes. These advantages, in turn, would lead to greater market share and profitability.
Management has also conducted a thorough review of the Company’s financial condition, operational capacity, and overall business outlook. Based on this review, the following points are provided to demonstrate that the Company is expected to continue as a going concern for at least the next 12 months:
 
1.Order Backlog and Contracts: The Company has secured long-term contracts (duration > 1 year) with major national accounts and relies on a healthy order backlog that guarantees a steady stream of revenue over the next 12 months. These contracts are expected to continue providing cash inflows and operational stability.
 
2.Financial Liabilities: The Company's outstanding debt and financial obligations primarily stem from invoice discounting agreements with banks, a practice the Company has successfully utilised in recent years. Additionally, there is Group debt managed within the Celli Group.
 
3.Operational Continuity: The Company has established strong operational processes, including supplier relationships, service planning, geographical presence and workforce stability, which will enable the business to continue functioning seamlessly in case of a sale. Management believes that these processes will remain intact and allow for continued success.
 
4.Market and Industry Outlook: The Company operates in a stable and growing industry, with favourable market conditions expected to persist over the next 12 months, especially for the service business.
 
- 16 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.3
Going concern (continued)

5.No Threat of Bankruptcy or Liquidation: The Company has not experienced any liquidity issues or indications of bankruptcy. There are no legal proceedings or other threats that could undermine its ability to continue as a going concern.
 
6.Streamlining of Operations Portfolio: Management has reviewed the Company’s diverse business portfolio and developed a strategy for each division:

Supply Chain: The Company will assess and terminate contracts with low profitability.
Special Projects: After completing the Coop Arena project, future initiatives will be carefully evaluated with specific focus on return on investments.
Remanufacturing: The remanufacturing of coolers, fonts, and casks will be transferred to Celli Group UK in Thirsk and integrated with the production teams for each product line, this will generate synergies and economy of scale.
Service: The Company recognises significant value in the service sector, but achieving this will require a shift in approach, including , as previously mentioned, collaboration with specialised partners.

7.Transition Plan: should the service partnership option be implemented, a comprehensive management transition plan will be developed to ensure that the Company will continue to operate smoothly. Key management personnel are committed to supporting the business and ensuring a seamless transition.

In conclusion, based on the above factors, management is confident that Celli Asset Management UK will remain a going concern for at least the next 12 months, and will continue to operate and meet all of its obligations even if the Company operates through a service partnership.

- 17 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

- 18 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

- 19 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 income.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

- 20 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Computer software
-
8
years

 
2.14

Development costs

Development phase expenditure is capitalised as an intangible asset when the Company can demonstrate that all of the following conditions has been met, the technical feasibility of completing the intangible asset so that it will be available for use or sale, the intention to complete the intangible asset and use or sell it, the ability to use or sell the intangible asset, that the intangible asset will generate future economic benefits, the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, the ability to measure reliably the expenditure attributable to the intangible asset during its development.

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

- 21 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Long-term leasehold property
-
7 years straight line basis
Motor vehicles
-
20% straight line basis
Fixtures and fittings
-
25%-33% reducing balance basis
Computer equipment
-
25% and 33% straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is 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.

 
2.17

Debtors

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

 
2.18

Cash and cash equivalents

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

 
2.19

Creditors

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

  
2.20

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

- 22 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.21

Hire purchase

Assets obtained under hire purchase agreements are capitalised and disclosed under tangible fixed assets and are depreciated in accordance with the above depreciation policies.
Future instalments payable under such agreements are included in creditors net of the finance charge allocated to future periods. Rentals payable are apportioned between the capital element, which reduces the outstanding obligation within creditors, and the finance element, which is charged to the profit or loss under the sum of digits method.

 
2.22

Financial instruments

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

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
- 23 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.22
Financial instruments (continued)


Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
- 24 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.22
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Key sources of estimation uncertainty
The directors have considered and concluded there were no key sources of estimation uncertainty in applying the accounting policies.

- 25 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

The turnover and loss before taxation are attributable to the one principal activity of the Company. 

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
14,652,517
30,678,014

Europe
292,035
340,554

United States of America
-
216,012

Rest of the world
-
1,112,184

14,944,552
32,346,764



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Research & development charged as an expense
23,150
16,123

Exchange differences
(63,919)
73,549

Other operating lease rentals
218,331
717,050

Depreciation of tangible fixed assets
205,631
169,465

Profit on disposal of-fixed assets
-
(600)

Amortisation of intangible fixed assets
9,659
16,820

Defined contribution pension cost
258,395
212,630

Hire of plant and machinery
27,540
108,183


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
31,500
29,500

- 26 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
5,802,319
6,844,334

Social security costs
582,239
670,534

Cost of defined contribution scheme
258,395
212,630

6,642,953
7,727,498


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Average
160
190


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
15,475

Company contributions to defined contribution pension schemes
-
1,547

-
17,022


The directors are remunerated by another member of the Group, Celli Group (UK) Limited. The directors in office at 31 December 2023 are also directors of Celli Group (UK) Limited. Details of their emoluments, in respect of the Group, are disclosed in the financial statements of Celli Group (UK) Limited. 


9.


Interest payable and similar expenses

2023
2022
£
£


Loans from group undertakings
58,805
-

Interest on Invoice Finance
102,662
42,985

Hire purchase
-
178

161,467
43,163

- 27 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(90,872)
-


Total current tax
(90,872)
-

Deferred tax

Total deferred tax
-
-


Tax on loss
(90,872)
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(3,551,306)
(3,234,110)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(835,267)
(614,481)

Effects of:


Expenses not deductible for tax purposes
4,429
8,227

Fixed asset differences
10,383
11,000

Income not taxable for tax purposes
(2,185)
-

Movement in deferred tax not recognised
874,385
694,449

Remeasurement of deferred tax forchanges in tax rates
(51,745)
(99,195)

R&D tax credits
(90,872)
-

Total tax charge for the year
(90,872)
-


Factors that may affect future tax charges

From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.

- 28 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Exceptional items

2023
2022
£
£


Inventory provision
136,600
-

Cost of uninvoiced services
1,993,718
-

Goods received not invoiced
(345,527)
-

1,784,791
-

During the year the Company undertook an exercise to assess payments made on account where invoices had not yet been received. The effects of this can be seen from the analysis above. 
The Company also undertook a prudent assessment of stock, applying a provision against obsolete stock.


12.


Intangible assets




Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2023
186,030
234,765
420,795



At 31 December 2023

186,030
234,765
420,795



Amortisation


At 1 January 2023
118,945
234,396
353,341


Charge for the year
9,290
369
9,659



At 31 December 2023

128,235
234,765
363,000



Net book value



At 31 December 2023
57,795
-
57,795



At 31 December 2022
67,085
369
67,454



- 29 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets





Long-term leasehold property
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost 


At 1 January 2023
93,673
13,224
102,227
489,962
699,086



At 31 December 2023

93,673
13,224
102,227
489,962
699,086



Depreciation


At 1 January 2023
20,049
10,139
82,935
291,580
404,703


Charge for the year
8,784
2,646
5,652
188,549
205,631



At 31 December 2023

28,833
12,785
88,587
480,129
610,334



Net book value



At 31 December 2023
64,840
439
13,640
9,833
88,752



At 31 December 2022
73,624
3,085
19,292
198,382
294,383

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Motor vehicles
-
3,085


14.


Stocks

2023
2022
£
£

Finished goods and goods for resale
2,038,307
1,586,082


- 30 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

2023
2022
£
£


Trade debtors
3,277,637
3,549,386

Amounts owed by group undertakings
376,122
412,795

Loan to joint venture
-
25,860

Other debtors
131,454
405,157

Prepayments and accrued income
332,280
638,177

4,117,493
5,031,375


Amounts due from group undertakings are unsecured, interest free and repayable on demand.
Prior year intercompany balances of £412,795 have been reclassed from trade debtors to intercompany balances to best reflect the nature of the balances. There is no change to total debtors.


16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
192,874
83,655


- 31 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due within one year

2023
2022
£
£

Invoice factoring account
1,527,179
655,945

Trade creditors
1,228,774
2,867,058

Amounts owed to other group undertakings
7,276,725
3,772,319

Amounts owed to parent undertakings
368,615
1,213,883

Other taxation and social security
129,229
915,246

Obligations under finance lease and hire purchase contracts
-
1,841

Other creditors
36,845
317,462

Accruals and deferred income
753,654
835,063

11,321,021
10,578,817


The Invoice factoring facility is secured against customer invoices under the terms of the invoice factoring guarantee.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Prior year intercompany balances of £1,840,599 have been reclassed from trade creditors to intercompany balances to best reflect the nature of the balances. There is no change to total creditors.


18.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Loan due to Parent Company
2,150,502
-



19.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Invoice factoring account
1,527,179
655,945


Amounts falling due 2-5 years

Loan due to Parent Company
2,150,502
-


3,677,681
655,945


- 32 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
-
1,841


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



4 (2022 - 4) Ordinary shares of £1.00 each
4
4



22.


Reserves

Profit and loss account

This reserve represents cumulative profits and losses less dividends declared.


23.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £258,395 (2022 - £212,630). Contributions totalling £27,939 (2022 - £37,316) were payable to the fund at the reporting date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
218,331
314,923

Later than 1 year and not later than 5 years
62,559
280,890

280,890
595,813

- 33 -

 
CELLI ASSET MANAGEMENT (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Related party transactions

The Group has taken advantage of the exemption conferred by FRS102 paragraph 33.1A and has not disclosed transactions and outstanding balances with its subsidiary undertakings on the basis that all the relevant companies are directly or indirectly wholly owned.


26.


Controlling party

The immediate parent company is Celli International Limited, a company incorporated in England and Wales. 
The ultimate parent company, which is both the smallest and largest company into which the Company results are consolidated into, was Celli S.p.a, a company incorporated in Italy.

- 34 -