Company Registration No. 13999952 (England and Wales)
Negroni Limited
Annual report and financial statements
for the year ended 31 December 2024
Negroni Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
Negroni Limited
Statement of financial position
As at 31 December 2024
1
2024
2023
Notes
£
£
£
£
Non-current assets
Investment property
4
30,387,103
32,099,052
Current assets
Trade and other receivables
5
235,979
414,756
Cash and cash equivalents
1,824,244
1,363,290
2,060,223
1,778,046
Current liabilities
6
(1,813,628)
(1,551,404)
Net current assets
246,595
226,642
Total assets less current liabilities
30,633,698
32,325,694
Non-current liabilities
6
(31,683,931)
(30,664,845)
Net (liabilities)/assets
(1,050,233)
1,660,849
Equity
Called up share capital
10
3,000,000
3,000,000
Retained earnings
(4,050,233)
(1,339,151)
Total equity
(1,050,233)
1,660,849
The directors of the company have elected not to include a copy of the income statement within the financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 9 May 2025 and are signed on its behalf by:
Massimiliano Seliziato
Clare Jones
Director
Director
Company registration number 13999952 (England and Wales)
Negroni Limited
Statement of changes in equity
For the year ended 31 December 2024
2
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2023
3,000,000
(237,511)
2,762,489
Year ended 31 December 2023:
Loss and total comprehensive income
-
(1,101,640)
(1,101,640)
Balance at 31 December 2023
3,000,000
(1,339,151)
1,660,849
Year ended 31 December 2024:
Loss and total comprehensive income
-
(2,711,082)
(2,711,082)
Balance at 31 December 2024
3,000,000
(4,050,233)
(1,050,233)
Negroni Limited
Notes to the financial statements
For the year ended 31 December 2024
3
1
Accounting policies
Company information
Negroni Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Queen Victoria Street, London, ECV 4BE.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
comparative narrative information;
for financial instruments, investment property and biological assets measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Lagfin S.C.A.. The group accounts of Lagfin S.C.A. are available to the public and can be obtained as set out in note 13.
1.2
Going concern
The directors have at the time of approving the financial statements consider the company a going concern. They have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable futuretrue.
The company holds investment property to earn future rentals and capital appreciation and has the support from its parent company through ongoing financial support and equity investment. The parent company have provided an unsecured long term loan with a maturity date of 2029, this replacing during the financial period the third party secured bank debt. The parent company have also provided a letter of financial support extending for a period to at least twelve months from the date of approval of the financial statements.
Negroni Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
4
1.3
Revenue
Turnover represents rental income and service charges receivable from the investment property.
1.4
Investment property
Property and buildings held to generate rental income or for capital appreciation or both (investment property), are valued at cost less accumulated depreciation and impairment losses in accordance with the cost model. The cost comprises its purchase price and any directly attributable expenditure.
The depreciation rate for buildings is that used for the relevant fixed asset category. The assets are depreciated with reference to consideration of the residual value. The directors have assessed the residual value to be in line with the carrying value.
Investment properties are derecognised either when they have been disposed of (i.e., at the date the recipient obtains control) or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.
1.5
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Negroni Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
5
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.7
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
Negroni Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
6
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to 'other comprehensive income', in which case the deferred tax is also dealt with in 'other comprehensive income'. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to 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.
The key sources of estimation are the potential impairment of investment properties. The company carries its investment properties at cost less accumulated depreciation and impairment losses, with depreciation and impairments being recognised in profit or loss, in accordance with the cost model.
Negroni Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
7
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
4
Investment property
2024
£
Cost
At 1 January 2024 and 31 December 2024
32,099,052
Accumulated depreciation
Impairment
1,711,949
At 31 December 2024
1,711,949
Carrying value
At 31 December 2024
30,387,103
At 31 December 2023
32,099,052
Investment property comprises freehold property recorded under the cost model after adjustments for depreciation or impairment. The directors have assessed this to be an appropriate representation of the fair value as at 31 December 2024.
5
Trade and other receivables
2024
2023
£
£
Trade receivables
145
18,012
Amounts owed by fellow group undertakings
16,300
16,300
Other receivables
171,491
367,694
Prepayments and accrued income
48,043
12,750
235,979
414,756
Negroni Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
8
6
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£
£
£
£
Borrowings
7
198,039
31,683,931
30,664,845
Trade and other payables
8
1,518,234
1,077,275
Taxation and social security
34,886
16,299
-
-
Deferred income
9
260,508
259,791
1,813,628
1,551,404
31,683,931
30,664,845
7
Borrowings
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Borrowings held at amortised cost:
Bank loans
-
198,039
-
17,100,000
Loans from parent undertaking
-
-
31,683,931
13,564,845
198,039
31,683,931
30,664,845
The company had a mortgage which was secured by a fixed charge over the company freehold property and a corporate guarantee provided by the parent company with a controlling interest. The mortgage was interest bearing at 1.50% plus the Term SONIA Reference Rate (TSRR) with a maturity date of November 2027 and was subject to a debt ratio covenant, which was assessed on an annual basis. The mortgage was settled earlier than its maturity date in the financial year.
Included within loans from parent undertaking are unsecured interest bearing loans from the ultimate parent company with a controlling interest. The loans bear interest at 3.30% per annum with a maturity date of November 2027, and at 0.95% per annum plus the TERM SONIA Reference Rate (TSRR) with a maturity date of March 2029.
8
Trade and other payables
2024
2023
£
£
Trade payables
19,743
31,330
Amount owed to parent undertaking
1,412,921
964,003
Accruals and deferred income
85,570
81,942
1,518,234
1,077,275
Amounts owed to parent undertaking are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Negroni Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
9
9
Deferred revenue
2024
2023
£
£
Arising from rental and service charge income
260,508
259,791
10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
3,000,000
3,000,000
3,000,000
3,000,000
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Roger Weston
Statutory Auditors:
Saffery LLP
Date of audit report:
9 May 2025
12
Other leasing information
Lessor
At the reporting end date the company had contracted with tenants for the following minimum lease payments:
2024
2023
£
£
Within one year
479,993
907,180
Between two and five years
-
479,993
Total undiscounted lease payments receivable
479,993
1,387,173
13
Controlling party
At the balance sheet date the immediate and ultimate parent company was Lagfin S.C.A based on a majority shareholding. The results of this company are consolidated in Lagfin S.C.A. whose registered office is 3, Rue Des Bains, L-1212, Luxembourg.