| REGISTERED NUMBER: |
| REPORT OF THE DIRECTOR AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| FADINI UK LTD |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTOR AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| FADINI UK LTD |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Report of the Director | 2 |
| Report of the Independent Auditors | 3 |
| Income Statement | 7 |
| Balance Sheet | 8 |
| Notes to the Financial Statements | 9 |
| FADINI UK LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants and Statutory Auditors |
| 38 Craven Street |
| London |
| WC2N 5NG |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The director presents his report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of trading gate automation devices, specialising in oil hydraulic swing gate motors, electromechanical swing gate motors and sliding gate motors. |
| DIRECTOR |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| In accordance with the company's articles, a resolution proposing that, Belluzzo Audit Limited, be reappointed as auditor of the company will be put at a General Meeting |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FADINI UK LTD |
| Opinion |
| We have audited the financial statements of FADINI UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet 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 loss for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
| Other information |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
| We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Director has been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FADINI UK LTD |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director. |
| 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 director's remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit; or |
| - | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FADINI UK LTD |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in |
| line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including |
| fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. |
| The company is subject to laws and regulations that directly affect the financial statements including financial |
| reporting legislation. We determined that the following laws and regulations were most significant: |
| · The Companies Act 2006 |
| · Financial Reporting Standard 102 |
| · UK tax legislation |
| · UK employment legislation |
| · UK health and safety legislation |
| · General Data Protection Regulations |
| We assessed the extent of compliance with these laws and regulations as part of our procedures on the related |
| financial statement items. |
| We understood how the company is complying with those legal and regulatory frameworks by making inquiries of |
| management and those responsible for legal and compliance procedures. |
| The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with these laws and regulations. The assessment did not |
| identify any issues in this area. |
| We assessed the susceptibility of the entity's financial statements to material misstatement, including how fraud |
| might occur. Audit procedures performed by the engagement team included: |
| · Identifying and assessing the measures management has in place to prevent and detect fraud, |
| · Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process, |
| · Challenging assumptions and judgements made by management in its significant estimates, and |
| · Identifying and testing journal entries, in particular any journal entries posted with unusual account |
| combinations. |
| As a result of the above procedures, we considered the opportunities and incentives that may exist within the |
| organisation for fraud and identified the greatest potential existed within the recording and recognition of revenue. |
| Our procedures in this respect were focused on the origination of revenue and directed towards ensuring the |
| accuracy and completeness of the same by undertaking testing on a sample basis of the revenue items to ensure |
| that sales had been recorded correctly and in the appropriate accounting period. We consider that the work we |
| undertook in this regard was considered capable of detecting irregularities and fraud within the sales cycle. |
| Due to 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 regulations. 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. Therefore, if a |
| breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not |
| detect that breach. The risk is also greater regarding irregularities occurring to fraud other than error, as fraud |
| involves intentional concealment, forgery, collusion, omission, or misrepresentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FADINI UK LTD |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Chartered Accountants and Statutory Auditors |
| 38 Craven Street |
| London |
| WC2N 5NG |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Period |
| 22.6.23 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| (178,227 | ) | (104,282 | ) |
| Other operating income |
| OPERATING LOSS | 4 | ( |
) | ( |
) |
| Interest payable and similar expenses | ( |
) | ( |
) |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 6 |
| CURRENT ASSETS |
| Stocks |
| Debtors | 7 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 8 | ( |
) | ( |
) |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
9 |
( |
) |
( |
) |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital |
| Retained earnings | 11 | ( |
) | ( |
) |
| ( |
) | ( |
) |
| The financial statements were approved by the director and authorised for issue on |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| FADINI UK Ltd is a private company, limited by shares, registered in England and Wales. The registration number of the company is 14952362. Registered office is Unit E Sandown Court, Station Rd, Glenfield, Leicestershire, England, LE3 8BT |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with FRS 102 ''The Financial Reporting |
| Standard applicable in the UK and Republic of Ireland'' (''FRS 102'') and the requirements of the Companies |
| Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of |
| section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true |
| and fair view. |
| 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 company has therefore taken advantage of exemptions from the following disclosure requirements: |
| · Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and |
| disclosures; |
| · Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest |
| income/expense and net gains/losses for financial instruments not measured at fair value; basis of |
| determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair |
| value changes recognised in profit or loss and in other comprehensive income; |
| · Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, |
| reconciliation of opening and closing number and weighted average exercise price of share options, |
| how the fair value of options granted was measured, measurement and carrying amount of liabilities |
| for cash-settled share-based payments, explanation of modifications to arrangements; |
| · Section 33 ‘Related Party Disclosures’: Compensation for key management personnel. |
| The financial statements of the company are consolidated in the financial statements of Meccanica Fadini Srl and copies are available at its registered office in Via Mantova 177/a, 37053 - Cerea (VR), |
| Italy. |
| Turnover |
| Turnover represents the amounts derived from the provision of goods falling within the company's ordinary activities. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable and is recognised when all of the following conditions are satisfied: |
| - The company has transferred to the buyer the significant risks and rewards of ownership of the goods; |
| - 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 economic benefits associated with the transaction will flow to the company; |
| Tangible fixed assets |
| Computer Equioment: 25% SL |
| Office Equipment: 25% SL |
| Plant & Machinery: 25% SL |
| Leasehold Improvements: 5 years effective life SL |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets |
| The company's financial assets comprise basic financial instruments, being trade and other receivables, amounts owed by group undertakings, cash and bank balances. |
| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of no more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months or less from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
| Trade, other receivable and amounts owed by group undertakings are measured at transaction price less any impairment. Any impairment loss is recognised in the Profit and Loss. |
| Financial assets are derecognised when contractual rights to the cash flows from the financial asset expires or are settled, or when substantially all the risks and rewards of ownership have been transferred. |
| Financial liabilities |
| The company's financial liabilities comprise of basic financial liabilities, including trade and other payables. |
| These are initially recognised at transaction price. |
| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled, or expires. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Going concern |
| The Company is dependent upon the continuing financial support of its parent company, Meccanica Fadini Srl, without which there would be significant doubt about its ability to continue as a going concern as well as its ability discharge its liabilities in the ordinary course of business. The parent company has indicated its intention to continue providing such financial assistance to the Company to enable it to continue as a going concern and to meet its obligations as they fall due for at least 12 months from the date of approval of these financial statements. Therefore the directors consider it appropriate that the financial statements are prepared on a going concern basis. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | OPERATING LOSS |
| The operating loss is stated after charging: |
| Period |
| 22.6.23 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Depreciation - owned assets |
| 5. | PRIOR YEAR ADJUSTMENT |
| During the year ended 31 December 2024, a prior year classification error was identified. An accrual of £7,896 was incorrectly classified as a non-current liability as at 31 December 2023. The amount related to liabilities due within twelve months and has been reclassified to current liabilities. |
| This reclassification has no impact on the net assets or the results for the year. |
| 6. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Trade debtors |
| Other debtors |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Bank loans and overdrafts |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Bank loans |
| Amounts owed to group undertakings |
| 10. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |
| 11. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 | ( |
) |
| Deficit for the year | ( |
) |
| At 31 December 2024 | ( |
) |
| FADINI UK LTD (REGISTERED NUMBER: 14952362) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | ULTIMATE CONTROLLING PARTY |
| The immediate and ultimate controlling party is Meccanica Fadini Srl, a company incorporated in Italy. |
| The smallest and largest group of undertakings for which group accounts have been drawn up is that headed by Meccanica Fadini Srl and copies are available at its registered office in Via Mantova 177/a, 37053 - Cerea (VR), Italy. |
| The following amount is payable at the balance sheet date: |
| · £ 363,035 (2023: £ 126,244) was owed to Meccanica Fadini Srl, parent company. |