| REGISTERED NUMBER: |
| INOS 26 ACQUICO UK LTD |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| REGISTERED NUMBER: |
| INOS 26 ACQUICO UK LTD |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Income Statement | 6 |
| Other Comprehensive Income | 7 |
| Balance Sheet | 8 |
| Statement of Changes in Equity | 9 |
| Cash Flow Statement | 10 |
| Notes to the Cash Flow Statement | 11 |
| Notes to the Financial Statements | 12 |
| INOS 26 ACQUICO UK LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| (Statutory Auditor) |
| Rollestone House |
| Bridge Street |
| Horncastle |
| Lincolnshire |
| LN9 5HZ |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| The directors present their strategic report for the year ended 30 September 2024. |
| The principal activity of the company during the year continues to be that of a parent company to Sportsbikeshop Limited. |
| REVIEW OF BUSINESS |
| The business does not trade. During the year interest has continued to accrue on the loan from INOS 25 E-Commerce GmbH, used to fund the acquisition of Sportsbikeshop. There has been no dividend income in this year from Sportsbikeshop and subsequently no loan repayments. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The purchase of Sportsbikeshop Limited was financed by an intercompany loan from INOS 25 E-Commerce GmbH. The loan is in euros and there is an exchange rate risk to this company.. |
| ON BEHALF OF THE BOARD: |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 30 September 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 September 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are 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 each director 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 |
| The auditors, Dexter & Sharpe Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INOS 26 ACQUICO UK LTD |
| Opinion |
| We have audited the financial statements of Inos 26 Acquico UK Ltd (the 'company') for the year ended 30 September 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 30 September 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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 Directors 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 Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INOS 26 ACQUICO 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 Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| 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: |
| We have enquired of those charged with governance around actual and potential litigation and claims. |
| We have reviewed financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
| Audited the risk of management override of controls including review of journal entries and large or unusual transaction, evaluating the business rational of any significant transactions outside the course of business. |
| 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. |
| for and on behalf of |
| (Statutory Auditor) |
| Rollestone House |
| Bridge Street |
| Horncastle |
| Lincolnshire |
| LN9 5HZ |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER |
| Administrative expenses |
| OPERATING PROFIT | 3 |
| Interest payable and similar expenses | 4 | ( |
) | ( |
) |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 5 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| BALANCE SHEET |
| 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Investments | 6 |
| CURRENT ASSETS |
| 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 | 10 |
| Capital reserve | 11 |
| Retained earnings | 11 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Called up |
| share | Retained | Capital | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 October 2022 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 30 September 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 30 September 2024 | ( |
) | ( |
) |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) |
| Net cash from operating activities |
| Cash flows from financing activities |
| New loan | 476,915 | - |
| Intercompany loans |
| Net cash from financing activities |
| Increase in cash and cash equivalents | 1,022,763 | 595,925 |
| Cash and cash equivalents at beginning of year |
2 |
2,112 |
| Effect of foreign exchange rate changes | (1,022,844 | ) | (597,733 | ) |
| Cash and cash equivalents at end of year | 2 | 223 | 304 |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Loss before taxation | ( |
) | ( |
) |
| Finance costs | 2,345,166 | 2,276,097 |
| 520,874 | 593,368 |
| Decrease in trade and other debtors |
| Increase 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 30 September 2024 |
| 30.9.24 | 1.10.23 |
| £ | £ |
| Cash and cash equivalents | 223 | 304 |
| Year ended 30 September 2023 |
| 30.9.23 | 1.10.22 |
| £ | £ |
| Cash and cash equivalents | 304 | 2,112 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.10.23 | Cash flow | At 30.9.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 304 | (81 | ) | 223 |
| 304 | (81 | ) | 223 |
| Total | 304 | (81 | ) | 223 |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 1. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Preparation of consolidated financial statements |
| The financial statements contain information about Inos 26 Acquico UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| 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. |
| 2. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 30 September 2024 nor for the year ended 30 September 2023. |
| The average number of employees during the year was NIL (2023 - NIL). |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 3. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) | ( |
) |
| 4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank interest |
| Intercompany interest |
| 5. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 30 September 2024 nor for the year ended 30 September 2023. |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 October 2023 |
| and 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: |
| Nature of business: |
| % |
| Class of shares: | holding |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed by group undertakings |
| VAT |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed to group undertakings |
| Other creditors |
| Accrued expenses |
| 9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed to group undertakings |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 100 | 100 |
| 11. | RESERVES |
| Retained | Capital |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 October 2023 | ( |
) | (6,534,167 | ) |
| Deficit for the year | ( |
) | ( |
) |
| At 30 September 2024 | ( |
) | (8,358,459 | ) |
| 12. | ULTIMATE PARENT COMPANY |
| EPE Funds (incorporated in Germany ) is regarded by the directors as being the company's ultimate parent company. |
| INOS 26 ACQUICO UK LTD (REGISTERED NUMBER: 09785393) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 13. | RELATED PARTY DISCLOSURES |
| During the year to 30 September 2024, Sportsbikeshop Ltd, the 100% owned subsidiary of Inos 26 Acquico UK Ltd, paid invoices on behalf of Inos 26 Acquico UK Ltd totalling £476,915 (2023:£Nil). At the year end, the balance of £476,915 was a creditor showing as amounts owed by group undertakings (2023: £Nil). |
| During the year to 30 September 2024, interest totalling £2,345,166 (2023: £2,276,079) was charged on the loan from the immediate parent company, Inos 25 E-Commerce Gmbh. This was added to the outstanding loan balance which, at 30.09.24 stood at £31,659,894 (2023: £30,337,572). |
| At 30 September 2024, Polo, an associated company, owed Inos 26 Acquico UK Ltd £7,431 (2023: £9,942). |
| 14. | GOING CONCERN |
| As disclosed on the balance sheet the company had net liabilities as at 30 September 2024 of £8,358,359 (2023 £6,534,067). The company is financed via a loan from the parent undertaking that the directors have confirmed will not be repaid until the company has adequate resources to do so. The company retains the full support of the group. The directors consider that in their opinion the preparation of the financial statements on the going concern basis is appropriate. |