| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Director and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Bifrangi UK Limited |
| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Director and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Bifrangi UK Limited |
| Bifrangi UK Limited (Registered number: 04279501) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Director | 6 |
| Report of the Independent Auditors | 7 |
| Income Statement | 9 |
| Other Comprehensive Income | 10 |
| Balance Sheet | 11 |
| Statement of Changes in Equity | 12 |
| Cash Flow Statement | 13 |
| Notes to the Cash Flow Statement | 14 |
| Notes to the Financial Statements | 15 |
| Bifrangi UK Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants & Business Advisers |
| 15 Newland |
| Lincoln |
| Lincolnshire |
| LN1 1XG |
| Bifrangi UK Limited (Registered number: 04279501) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The director presents their strategic report and the financial statements for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITIES |
| During the year 2024, the principal activities of the Company continued to be the forging and machining of crankshafts and round parts for the agricultural, power generation and automotive markets, and flight and rack bars for the mining industry. The product mix changed slightly with crankshafts forgings being a lower percentage of sales compared to previous years. |
| REVIEW OF BUSINESS |
| Bifrangi UK Ltd has forging and testing facilities in Lincoln and machining facilities in Sheffield. The Company's results for the year ended 31 December 2024 show a post-tax profit of £397,169 (profit of 1,796,722 in 2023) on sales of £30,563,169 (£40,314,720 in 2023). The reduction in turnover stemmed from a decrease in raw material prices and a reduction in customer demand, led by a global downturn in the industry particularly in the 2nd half of the year. |
| INVESTMENTS |
| In Lincoln, the construction of a 4000m2 new factory building will commence in 2025. The new building will allow the move of the current Heat Treatment and Die Shop. Additionally, this investment will provide space for Bifrangi UK to install new heat treatment batch furnaces and CNC machines for the manufacture of dies and tooling. The new areas will provide a better working environment for employees, higher energy efficiency, reduced product movements and more space for finished goods storage. |
| The installation of the new induction heater line in the 32000 tonne press building continues and customers have been informed of the new equipment introduction by the end of 2025. |
| In Sheffield 6000m2 of new buildings are planned to be built, to replace the current facilities which are in need for modernisation. The area will include new offices, changing and welfare facilities to improve employee working conditions. For this site Bifrangi UK has recently ordered a new multi axis machine centre for roughing operations and a Grinding Machine. In future this will allow Bifrangi UK to extend the current product range, to machine crankshafts up to 4.5 meters in length. |
| The director and shareholder are confident that the investments are strategic and will allow the realisation of the long-term objectives of the Company. |
| In carrying out its activities, Bifrangi UK Ltd is constantly supported by the parent company Bifrangi S.p.A., which recognises its strategic role within the Group and supports its operations, also guaranteeing the liquidity necessary to meet its financial commitments. Bifrangi S.p.A. uses self-financing to support its own activities and those of its subsidiaries. The support from the parent company has been further demonstrated by the £4 million capital investment into Bifrangi UK in 2024. |
| To constantly improve quality and efficiency, the Company uses a range of measures to monitor performance. |
| Management accounts are reviewed monthly and key performance indicators such as orders received, production volumes, cost of sales and cash flow are reviewed weekly. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Sales volumes in 2025 are forecasted to be similar to 2024 levels. While uncertainty remains high in the market, Bifrangi UK has won multiple new projects, due to go in full production in 2026. |
| Availability of skilled labour continues to pose a risk to Bifrangi UK, however this risk is being mitigated by working with local colleges and internal training expenditure. |
| The current pricing mechanisms cover for any fluctuations in energy and raw material prices. The minimal risks to cash flow can be mitigated by the current funds and the support of the parent company. |
| A large proportion of Bifrangi UK sales is exported to the United States. While the risk of tariffs being imposed on goods of UK origin is high, the approval process for a supply chain change is lengthy, reducing the risk of customers sourcing the goods locally. |
| Due to the medium to long term Euro and US Dollar debt structure of Bifrangi UK, exchange rates pose a potential threat for the Company. |
| RESEARCH AND DEVELOPMENT |
| The Research and Development centre constructed in 2016 continues to be an important support in guaranteeing the quality of the products Bifrangi supplies. The testing facilities allow for independence from external laboratories and assist both the Lincoln and Sheffield sites. The laboratory achieved ISO17025 accreditation in 2022. |
| Being part of the AFRC, an R&D partnership that links the major players of the forging industry and the University of Strathclyde, offers Bifrangi UK and the Bifrangi Group access to knowledge on alternative materials and forging practices. This knowledge in the future will allow the Company to enter several new markets, including aerospace. |
| Bifrangi UK Limited (Registered number: 04279501) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| FINANCIAL INSTRUMENTS |
| The Company trades with both customers and suppliers in Sterling, Euros and US Dollars. For normal trading there is a natural offset in these currencies and as such the Company does not ordinarily place forward currency contracts, however the director continues to monitor the needs of the Company on an ongoing basis. |
| EMPLOYEE INVOLVEMENT AND DISABLED EMPLOYEES |
| Consultation with employees is done via the union representatives and direct employee communication. Meetings are on an ad hoc basis or by need. |
| Information is passed via trade union representatives at site meetings or by local management to small groups of employees. |
| The Company does not discriminate against individuals on grounds of disability when vacancies occur. |
| Employees who are infirm through ill health or injury are accommodated in various forms such as; |
| - | risk assessment of tasks and suitable adjustments to enable the tasks to be undertaken |
| - | work times adjusted to cater for physical difficulties |
| - | job retraining into a services task rather than front line direct work |
| Counselling and support are given by our active and knowledgeable Human Resources and Occupational Health providers. Bifrangi UK currently employs an internal Health and Safety and Environmental Manager. |
| Extended periods of absences are followed by lead-in programs and careful monitoring to ensure employees regain working fitness in an efficient and effective manner. |
| Bifrangi UK Limited (Registered number: 04279501) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| SECTION 172(1) STATEMENT |
| The revised UK Corporate Governance Code ('2018 Code') was published in July 2018 and applies to accounting periods beginning on or after January 1, 2019. The Companies (Miscellaneous Reporting) Regulations 2018 ('2018 MRR') require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 ('S172') when performing their duty to promote the success of the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the company. This S172 statement explains how Bifrangi UK Limited Director: |
| - | has engaged with employees, suppliers, customers and others; and |
| - | has had regard to employee interests, the need to foster the group's business relationships with suppliers, customers and other, and the effect of that regards, including on the principal decisions taken by the Company during the financial year. |
| The S172 statement focuses on matters of strategic importance to the group, and the level of information disclosed is consistent with the size and the complexity of the business. |
| The Director is aware of their responsibilities and when making decisions, and ensures that they act in the way that they consider in good faith, would most likely promote the Group's success for the benefit of its members as a whole and in doing so has regard to: |
| S172(1) (A) The likely consequences of any decision in the long term |
| The Director understands that due to the nature of the business continual improvements to the existing machinery is essential to create efficiencies and remain competitive long-term. Moreover, technological advancements offer more energy efficient solutions for existing applications. For this reason, Bifrangi UK has a strong investment programme in place which is evaluated considering the long-term changes in demand, the environmental impact of current technologies and, in turn, the long-term stability of the business. |
| S172(1) (B) The interests of the group's employees |
| The Director recognises that Bifrangi UK employees are fundamental to the delivery of strategic ambitions of our business. For this reason, employee training, welfare facilities and all aspects of the workplace, especially health and safety, are the first priority in decision making. |
| S172(1) (C) The need to foster the group's business relationships with suppliers, customers and others |
| In order to be successful Bifrangi UK must focus on long term relationships with suppliers, customers, local authorities and the rest of the Bifrangi Group. The ability to respond to customer requests in the most flexible manner is a priority for Bifrangi UK and this is only possible with the support of its suppliers. Suppliers are reviewed yearly on multiple factors, including their communication, cooperativeness, and financial stability. The customer base is assessed regularly within the context of business strategy and the management team ensures that these relationships are maintained with regular communication and site visits. |
| S172(1) (D) The impact of the group's operations on the community and the environment |
| The Director understands that due to the nature of the business focus on alternative fuels, waste reduction, recycling and noise reduction is essential to minimise the impact of the group's operations. Bifrangi UK has been heavily investing in solutions which are both more energy efficient and which reduce its impact on the local community. |
| S172(1) (E) The desirability of the group maintaining a reputation for high standards of business conduct |
| The Director carries out their decision making with the aim of maintaining high standards of reputation for the Bifrangi Group. The Company's policy, including the Conduct Policy and the Ethical policy are in place to widen the responsibility of high standards of conduct throughout all layers of the organisation. |
| S172(1) (F) The need to act fairly between members of the group |
| The Director considers all factors when determining the best course of action to deliver the Company's long term strategic goals. The impact on all stakeholders is considered as fairly as possible in the interest of the Company. |
| GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION & ENERGY EFFICIENCY |
| Carbon Dioxide Emissions |
| In 2024 the annual quantities of carbon dioxide emissions for Bifrangi UK were: |
| - | 3,010,859 kgs from gas consumption |
| - | 124,674 kgs from fuel for the purpose of transport |
| - | 2,643,844 kgs from the purchase of electricity for the groups own use, including the purpose of transport. |
| kWh usage |
| The aggregated kWh of UK annual energy consumed from activities for which the group is responsible, involving the combustion of gas, was 16,461,780 kWh. |
| The quantity involving the consumption of fuel for the purpose of transport was 543,791 kWh. |
| Bifrangi UK Limited (Registered number: 04279501) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The quantity involving the purchase of electricity by the group for its own use including transport was 12,769,109 kWh. |
| Methodology |
| Energy consumption is calculated using data from meter readings and assessment of invoices received in the given year. CO2 emissions are determined using the appropriate conversion factor for energy type obtained from UK Government information for company reporting of greenhouse gas emissions. |
| Ratios |
| In order to effectively manage the energy performance of the Group's facilities, systems processes and equipment, management consider MWh per tonne of steel forged to be the key energy performance indicator (EnPI). The ratios for Lincoln this year are as follows: |
| Energy Type | 2024 EnPI | 2024 Ratio | 2023 Ratio | 2022 Ratio |
| Diesel | 506MWh/ 13,193 tonnes | 0.038 | 0.030 | 0.018 |
| Natural Gas | 14,908MWh/ 13,193 tonnes | 1.130 | 0.982 | 0.936 |
| Electricity | 11,185MWh/ 13,193 tonnes | 0.848 | 0.774 | 0.832 |
| The increase in ratios for 2024 is due to a decrease in demand. |
| Measures taken to improve efficiency |
| Bifrangi UK has been carrying out projects to improve energy efficiencies. In particular: |
| 1- | Both at the Lincoln and Sheffield sites water cooling has replaced electric chillers where possible. Water cooling pumps are programmed so that they are in operation only when the water temperature is too high. |
| 2- | In Lincoln, the Offices and Finishing Buildings are heated almost entirely by waste heat from the site compressors. |
| 3- | Internal and external lighting is now LED in 95% of Lincoln and Sheffield premises. |
| 4- | The gas heating system at the Sheffield site was replaced by a modern, technologically advanced, highly efficient system. |
| 5- | At the Lincoln site, 60% of the buildings have been replaced with above standard insulation buildings to improve heat efficiency. The new buildings also have more skylights to reduce the use of artificial lighting during the day. In 2025, 20% of the remaining below standard buildings will be demolished and the construction of a new factory building of higher energy efficiency will commence. By 2028 all operations apart from the 16kt press will be housed in efficient, modern building with underfloor heating. |
| 6- | At the Sheffield site planning application is being submitted for the construction of a new building, which can house all production operations and support/welfare activities, to be built to current efficiency standards. |
| 7- | All production furnaces are surveyed regularly to highlight any malfunction which might cause an excessive use of gas. The investment in the Heat Treatment department will include heat recuperative burners. |
| 8- | From the middle of 2021, shift patterns were changed in order to allow longer continuous production of high energy consumption equipment, in particular gas furnaces and the induction heater line. This includes the introduction of a 3-days working week in certain departments. |
| 9- | The investment on a new heater line will allow higher efficiency in heating material for production, which is the highest single energy consuming activity within Bifrangi UK. |
| 10- | Bifrangi UK will utilise the unused space at the East of its site in Lincoln to produce Green Energy. The installation of Wind Turbines is the option which is being evaluated in depth. |
| 11- | Bifrangi UK is working in conjunction with the AFRC to find suitable alternative fuels to reduce the environmental impact of the heat treatment of steel products. |
| 12- | Where possible, goods are shipped throughout Europe via railway instead of HGV lorries. |
| 13- | The Forklift truck fleet is being replaced by electric vehicles. |
| Reporting limitations |
| At both Lincoln and Sheffield sites meters record energy consumption at site level. For this reason, it is not possible for evaluations to be made on the emissions connected to a specific department or piece of equipment. |
| ON BEHALF OF THE BOARD: |
| Bifrangi UK Limited (Registered number: 04279501) |
| Report of the Director |
| for the Year Ended 31 December 2024 |
| The director presents her report with the financial statements of the company for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTOR |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The following items, required under Section 1 of Schedule 7 to the Large and Medium-sized Companies and Group (Accounts and Reports Regulations) 2008, are set out in the strategic report in accordance with Section 414(C)11 of the Companies Act 2006: |
| - Financial instruments |
| - Future developments and research and development |
| - Employees and disabled employees |
| - Employee engagement |
| - Business relationships |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Strategic Report, 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 she 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; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | 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 her to ensure that the financial statements comply with the Companies Act 2006. She 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 she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Bifrangi UK Limited |
| Opinion |
| We have audited the financial statements of Bifrangi UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 |
| The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or 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. |
| Report of the Independent Auditors to the Members of |
| Bifrangi UK Limited |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page six, 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. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). |
| In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
| - | We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework. |
| - | We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and people charged with governance. |
| We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: |
| - | Substantive procedures performed in accordance with the ISAs (UK). |
| - | Challenging assumptions and judgments made by management in its significant accounting estimates. |
| - | Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals. |
| - | Assessing the extent of compliance with the relevant laws and regulations. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants & Business Advisers |
| 15 Newland |
| Lincoln |
| Lincolnshire |
| LN1 1XG |
| Bifrangi UK Limited (Registered number: 04279501) |
| Income Statement |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Distribution costs |
| Administrative expenses |
| 3,041,868 | 3,095,420 |
| (178,737 | ) | 1,819,388 |
| Other operating income | 4 |
| OPERATING PROFIT | 6 |
| Exceptional expenses | 8 |
| (231,653 | ) | 1,986,676 |
| Interest payable and similar expenses | 9 | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 10 | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| Bifrangi UK Limited (Registered number: 04279501) |
| Other Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME |
| Capital contribution |
| Income tax relating to other comprehensive income |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Bifrangi UK Limited (Registered number: 04279501) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 11 |
| CURRENT ASSETS |
| Stocks | 12 |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Retained earnings | 19 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the director and authorised for issue on |
| Bifrangi UK Limited (Registered number: 04279501) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Bifrangi UK Limited (Registered number: 04279501) |
| Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) |
| Tax paid |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Foreign exchange | ( |
) | ( |
) |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| Loan repayments in year | ( |
) | ( |
) |
| Intercompany loan movements | ( |
) | ( |
) |
| Capital contribution |
| Net cash from financing activities | ( |
) | ( |
) |
| Decrease in cash and cash equivalents | (2,212,049 | ) | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
2,701,324 |
| Effect of foreign exchange rate changes | 1,161,174 | 936,446 |
| Cash and cash equivalents at end of year | 2 | 1,068,533 | 2,119,408 |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Finance costs | (490,379 | ) | 189,954 |
| 2,168,849 | 5,938,135 |
| Decrease/(increase) in stocks | ( |
) |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 1,068,533 | 2,119,408 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 2,119,408 | 2,701,324 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 2,119,408 | (1,050,875 | ) | 1,068,533 |
| 2,119,408 | (1,050,875 | ) | 1,068,533 |
| Debt |
| Debts falling due within 1 year | (3,305,991 | ) | 886,439 | (2,419,552 | ) |
| Debts falling due after 1 year | (10,327,677 | ) | 2,835,351 | (7,492,326 | ) |
| (13,633,668 | ) | 3,721,790 | (9,911,878 | ) |
| Total | (11,514,260 | ) | 2,670,915 | (8,843,345 | ) |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Bifrangi UK Limited is a |
| The presentational currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The company will receive continued support from the company's ultimate holding company, Bifrangi S P A. At the year end the company owed Bifrangi S P A £11,606,218 (2023: £12,144,556) in the form of loans. The purpose of the loans is to provide sufficient funds to enable the company to meet both the capital commitments and any other liabilities as they fall due. |
| Turnover |
| Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost less depreciation. Depreciation is not charged on freehold land. Depreciation on other tangible fixed assets is provided at rates calculated to write off the cost of those assets, less their estimated residual value, over their expected useful lives on the following bases. |
| Freehold buildings | - | 2-4% straight line |
| Plant & machinery | - | 4-33% straight line |
| Stocks and work in progress |
| Stock and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. |
| Cost is determined on the weighted average cost formula. |
| 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. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date. |
| Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. |
| Exchange gains and losses are recognised in the income statement. |
| Pensions |
| The company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year. |
| Government grants |
| Government grant income is recognised when it is received. Grants relating to the purchase of assets are treated as deferred income and allocated to the income statement over the useful economic lives of the related assets while grants relating to expenses are treated as other income in the income statement. |
| Loans and borrowings |
| Loan and borrowings are initially measured at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value. |
| Borrowing costs |
| General and specific borrowing costs directly attributable to the acquisition construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. The company has elected to treat the date of transition to FRS102 (1 January 2014) as the commencement date of the capitalisation of interest on qualifying assets. |
| All other borrowing costs are recognised in income statement in the period in which they are incurred. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| United Kingdom |
| Europe |
| Rest of world | 12,138,281 | 19,981,346 |
| The whole of the turnover is attributable to one class of business. |
| 4. | OTHER OPERATING INCOME |
| 2024 | 2023 |
| £ | £ |
| Government grants |
| Exchange (gains)/losses | 1,161,174 | 936,446 |
| 1,289,309 | 1,417,040 |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 5. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Production | 198 | 190 |
| Administration | 22 | 28 |
| Directors | 1 | 1 |
| 2024 | 2023 |
| £ | £ |
| Director's remuneration |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director is as follows: |
| 2024 | 2023 |
| £ | £ |
| Emoluments etc |
| The number of directors who exercised share options was nil (2023: nil). |
| The number of directors who received (or became entitled to) shares under long-term incentive schemes was nil (2023: nil). |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets |
| Foreign exchange differences | ( |
) | ( |
) |
| 7. | AUDITORS' REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditors and their associates for the audit of the company's financial statements |
50,000 |
46,500 |
| 8. | EXCEPTIONAL ADMINISTRATIVE EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Exceptional expenses | ( |
) | ( |
) |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| In the current year the exceptional item relates to a revision of the provision, based on an assessment against specified performance targets expected of the company by the UK Government in relation to the Regional Growth Fund grant. The provision is an approximate of the repayment expected to be made by the company based on current position against targets. The total liability will not be fully determined until late 2025, and so may well be different to this. |
| 9. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Other interest |
| Loan interest |
| Loan write back | ( |
) |
| ( |
) |
| 10. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| Corporation tax refund | (138,443 | ) | - |
| Tax on profit | ( |
) |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes | ( |
) |
| Capital allowances in excess of depreciation | ( |
) | - |
| Depreciation in excess of capital allowances | - |
| Tax losses brought forward | ( |
) | ( |
) |
| Tax losses carried forward |
| Change in tax rates | ( |
) |
| Corporation tax refund | (138,443 | ) | - |
| Total tax credit | (138,443 | ) | - |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Capital contribution | - | 3,342,134 |
| 2023 |
| Gross | Tax | Net |
| £ | £ | £ |
| Capital contribution |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 11. | TANGIBLE FIXED ASSETS |
| Land and | Plant and |
| Buildings | machinery | Totals |
| £ | £ | £ |
| 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 |
| Included in cost of land and buildings is freehold land of £ 2,040,000 (2023 - £ 2,040,000 ) which is not depreciated. |
| 12. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Raw materials |
| Work-in-progress |
| Finished goods |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| VAT |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 16) |
| Other loans (see note 16) |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 16) |
| Other loans (see note 16) |
| Amounts owed to group undertakings |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Other loans |
| Amounts falling due between one and two years: |
| Bank loans |
| Other loans | - |
| Amounts falling due between two and five years: |
| Bank loans |
| Other loans |
| 17. | SECURED DEBTS |
| Short term borrowings are secured by guarantee given by the company's parent, Bifrangi S P A. |
| The loans with Boltex Inc are secured by way of (a) fixed charge over the Chattels and (b) assignment of the Borrower's rights under certain agreements and insurance policies associated with the acquisition, operation and maintenance of the Chattels. |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 4,000,000 | 4,000,000 |
| 19. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| Capital contribution |
| At 31 December 2024 |
| Bifrangi UK Limited (Registered number: 04279501) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 20. | CAPITAL COMMITMENTS |
| 2024 | 2023 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| 21. | RELATED PARTY TRANSACTIONS |
| Bifrangi SPA |
| The company has total amounts outstanding to its parent company Bifrangi SPA of £11,606,218 (2023: £12,144,556). This balance is included within amounts due to group undertakings in less than and more than one year based on the expected repayment profile. |
| The company trades with its parent company Bifrangi SPA. During the year the company acquired goods and services to the value of £672,749 (2023: £337,860) from Bifrangi SPA and made sales to Bifrangi SPA of £2,354,070 (2023: £2,998,687). |
| At the year end amounts relating to trading balances owed by/to Bifrangi SPA were £20,457 (2023: £nil) and £92,734 (2023: £3,061,092) respectively. |
| Boltex Inc |
| During the year the company made purchases totalling £333,947 (2023: £607,472) from Boltex Inc, a company under common ownership. |
| In 2013 the company took out a loan with Boltex Inc to the value of €4,800,000. In addition in 2014 a further €9,200,000 loan was taken and in 2015 an additional $5,000,000 loan was taken with Boltex Inc. In 2016 the company repaid €2,000,000 and €4,000,000 was repaid in 2020. In both 2023 and 2024, the company repaid a further $2,000,000. |
| The total translated balance outstanding at the year end is £7,427,980 (2023: £9,296,328) of which £795,855 (2023: £1,571,055) is due within one year. |
| 22. | ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY |
| The company is controlled by Bifrangi SPA. |
| The parent undertaking of the largest and smallest group for which consolidated accounts are prepared is Fincoil SPA, a company incorporated in Italy. |
| In the opinion of the directors Fincoil SPA is the company's ultimate parent company. |
| Consolidated accounts are available from Sede in Via Manzoni, 14, 36065 Mussolente, 14 for both Fincoil SPA and Bifrangi SPA. |