Company registration number 03806034 (England and Wales)
EVOCA UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
EVOCA UK LIMITED
COMPANY INFORMATION
DIRECTORS
Mr H F E M Donneaud
Mr R Cassera
(Appointed 22 October 2024)
COMPANY NUMBER
03806034
REGISTERED OFFICE
Block C Prime Point
Mark Binner Way
Pensnett Trading Estate
Kingswinford
West Midlands
DY6 7TJ
AUDITOR
JW Hinks LLP
Chartered Accountants
19 Highfield Road
Edgbaston
Birmingham
B15 3BH
EVOCA UK LIMITED
CONTENTS
PAGE
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 28
EVOCA UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Purpose and values
Every day, EVOCA staff are committed to ensuring that this experience always applies at any time, anywhere: respect for people, the environment and the whole of society, today and tomorrow.
OUR VALUES
TRUST
You can count on us to put you at the center of our focus, build successful relationships and lead with integrity.
PASSION
We love what we do and work passionately every day to improve for us and our clients.
EVOLUTION
We govern, change and generate sustainable innovation.
Evoca UK pursues a strategy of development and the Group is the world leader in the production of professional coffee machines in all Out of Home sectors. We are able to offer products and services in line with customer expectations, continuing to spread coffee technology throughout the UK.
REVIEW OF THE BUSINESS
Evoca UK are part of the EVOCA Group, who is the world leader in the production of coffee machines and is one of the most important international players for Ho.Re.Ca. and OCS segments and boasts the most complete range of products for out-of- home consumption.
Our main brands covering these segments are Gaggia, Necta, and Saeco. We also market our products through many other brands Futurmat, Visacrem, Wittenborg and Newis which operate in specific geographical areas and are focused on consumer experiences and dedicated product ranges. Common features of all the brands are the focus on coffee, advanced technologies and digitisation supported by significant investments in research and development. All this for the benefit of a rich value proposition made available by an articulated distribution platform and an important after-sales service network.
EvocaUK Limited is principally responsible for the sale of vending machines, professional coffee machines, related accessories and spare parts in the United Kingdom.
The management continues to strive for growth through measurable KPIs agreed with the parent company that are published internally to all employees. These include sales of machines, accessories and spares as well as other key customer measures that include delivery performance and technical support.
Turnover and operating profit are as follows:
2024 2023
Turnover 13.771,479 12.306,670
Operating profit 317,971 483,715
Profit before tax 625,989 733,904
EVOCA UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
PRINCIPAL RISKS AND UNCERTAINTIES
Evoca UK Limited is principally responsible for the sale of vending machines, professional coffee machines, related accessories and spare parts in the United Kingdom.
The management continues to strive for growth through measurable KPIs agreed with the parent company that are published internally to all employees. These include sales of machines, accessories and spares as well as other key customer measures that include delivery performance, technical support and our own service department
Risk – Change in UK Government & Government Policies.
Impact – This affects our UK distribution network who are impacted by the changes in Government policies especially the recent change in the NI. Distributors and their customers are extending the life of their current machines due to increased costs to their business.
Resolution - The group have placed a strong focus on controlling costs and sourced alternative suppliers to be able to keep our own pricing competitive, to make upgrading machines a more viable option.
Risk -Conflicts and civil unrest across the globe.
Impact – These could cause supply chain issues, delivery issues and increased prices.
Resolution – As part of the Group ongoing strategy, Italy are constantly seeking alternate suppliers of all our raw materials to provide Group with numerous raw materials purchasing options to eliminate any supply chain risks caused by conflicts.
Risk – UK leaving the EU.
Impact – As the UK are responsible for Ireland the import and duty costs that now apply have increased the overall unit price per machine.
Resolution – For our Irish customers we have now agreed with Group that all goods are dispatched from Italy direct to Ireland, which reduces duty charges and maintains our competitive unit price per machine.
Risk – Poor Coffee Bean harvests, tariffs and geopolitical tensions.
Impact – These have caused Coffee prices to increase which in turn has increased the TCO of machines and distributors are extending the machine life to recover these increases in costs.
Resolution – As part of the Group ongoing strategy, Italy are constantly reviewing all costs and investing in R&D on both our current range and new machines to reduce the TCO per machine.
Future Developments
The Evoca group, of which Evoca UK is a part of, continues to grow following the acquisition of speciality coffee machine manufacturers with further focus on the professional coffee business segment. ‘The Company’ anticipate selling an increased range of known brands including Gaggia, Saeco, Wittenborg, Futurmat and Visacrem to the UK marketplace during the coming years. The market remains competitive but with a strong focus on our brands, new product launches and regular R&D we are confident that we can continue to grow market share and increase sales.
Financial Instruments
The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities. These are predominantly conducted in sterling, with the only foreign currency transactions being in Euros. The Euro transactions are minimal, and we have a Euro bank account which is utilised, and this helps to minimise exposure to exchange rate fluctuations.
Mr H F E M Donneaud
DIRECTOR
31 March 2025
EVOCA UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
PRINCIPAL ACTIVITIES
The principal activity of the company continued to be that of sales of vending machines and related accessories in the United Kingdom of behalf of EVOCA S.p.A. In addition to this the company sells spare parts to support the equipment sold in the UK.
RESULTS AND DIVIDENDS
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
DIRECTORS
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr S Barato
(Resigned 22 October 2024)
Mr H F E M Donneaud
Mr R Cassera
(Appointed 22 October 2024)
FINANCIAL INSTRUMENTS
The company's principal financial instruments comprise of cash. The main purpose of this financial instrument is to raise finance for the company's operations and expansion plans. The company has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. The company does not enter into derivative transactions.
It is, and has been throughout the period under review, the company's policy that no trading in financial instruments shall be undertaken. The main risks arising from the company's financial instruments are credit risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.
Liquidty risk
The company's objective is to maintain a balance between continuity of funding and flexibility through the use of cash and short term deposits.
Credit risk
The company trades with only recognised, credit worthy third parties. It is the company policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is minimal.
AUDITOR
In accordance with the company's articles, a resolution proposing that JW Hinks LLP be reappointed as auditor of the company will be put at a General Meeting.
STATEMENT OF DISCLOSURE TO AUDITOR
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
MEDIUM-SIZED COMPANIES EXEMPTION
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
EVOCA UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
Mr H F E M Donneaud
DIRECTOR
31 March 2025
EVOCA UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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; and
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.
EVOCA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EVOCA UK LIMITED
- 6 -
OPINION
We have audited the financial statements of Evoca UK Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
EVOCA UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EVOCA UK LIMITED
- 7 -
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 directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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 directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and discussed the policies and procedures regarding compliance.
Specific areas considered were as follows:
Enquiring with management and others to gain an understanding of the organisation itself including operations, financial reporting and known fraud or error.
Evaluating and understanding the internal control system.
Performing analytical procedures as expected or unexpected variances in account balances or classes of transactions appear.
Testing documentation supporting account balances or classes of transactions.
Observing the physical stock count.
Confirming accounts receivable and other accounts as appropriate.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected all irregularities including those leading to material misstatements in the financial statements or non-compliance with regulation, even though we have properly planned and performed our audit in accordance with auditing standards.
This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
EVOCA UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EVOCA UK LIMITED
- 8 -
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
MARCUS ROSE FCA CTA
SENIOR STATUTORY AUDITOR
CHARTERED ACCOUNTANTS
STATUTORY AUDITOR
19 HIGHFIELD ROAD
Edgbaston
Birmingham
B15 3BH
31 March 2025
EVOCA UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
TURNOVER
3
13,771,479
12,306,670
Cost of sales
(10,101,780)
(8,478,915)
GROSS PROFIT
3,669,699
3,827,755
Distribution costs
(401,304)
(356,396)
Administrative expenses
(2,950,424)
(2,987,644)
OPERATING PROFIT
4
317,971
483,715
Interest receivable and similar income
7
308,008
250,189
PROFIT BEFORE TAXATION
625,979
733,904
Tax on profit
8
(176,718)
(200,299)
PROFIT FOR THE FINANCIAL YEAR
449,261
533,605
The profit and loss account has been prepared on the basis that all operations are continuing operations.
EVOCA UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
PROFIT FOR THE YEAR
449,261
533,605
OTHER COMPREHENSIVE INCOME
-
-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
449,261
533,605
EVOCA UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
FIXED ASSETS
Goodwill
9
127,061
190,680
Tangible assets
10
414,689
462,902
Investments
11
211,628
211,628
753,378
865,210
CURRENT ASSETS
Stocks
14
3,141,578
2,402,297
Debtors
15
9,950,934
10,640,208
Cash at bank and in hand
1,138,987
1,203,752
14,231,499
14,246,257
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
16
(4,802,658)
(5,359,203)
NET CURRENT ASSETS
9,428,841
8,887,054
TOTAL ASSETS LESS CURRENT LIABILITIES
10,182,219
9,752,264
PROVISIONS FOR LIABILITIES
Provisions
17
108,135
117,441
Deferred tax liability
18
98,000
108,000
(206,135)
(225,441)
NET ASSETS
9,976,084
9,526,823
CAPITAL AND RESERVES
Called up share capital
20
1,000,002
1,000,002
Share premium account
562,451
562,451
Profit and loss reserves
8,413,631
7,964,370
TOTAL EQUITY
9,976,084
9,526,823
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 31 March 2025 and are signed on its behalf by:
Mr H F E M Donneaud
DIRECTOR
Company registration number 03806034 (England and Wales)
EVOCA UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
BALANCE AT 1 JANUARY 2023
1,000,002
562,451
7,430,765
8,993,218
YEAR ENDED 31 DECEMBER 2023:
Profit and total comprehensive income
-
-
533,605
533,605
BALANCE AT 31 DECEMBER 2023
1,000,002
562,451
7,964,370
9,526,823
YEAR ENDED 31 DECEMBER 2024:
Profit and total comprehensive income
-
-
449,261
449,261
BALANCE AT 31 DECEMBER 2024
1,000,002
562,451
8,413,631
9,976,084
EVOCA UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Cash (absorbed by)/generated from operations
24
(3,769)
17,802
Income taxes paid
(306,656)
(119,971)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(310,425)
(102,169)
INVESTING ACTIVITIES
Purchase of tangible fixed assets
(62,348)
(39,303)
Interest received
308,008
250,189
NET CASH GENERATED FROM INVESTING ACTIVITIES
245,660
210,886
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(64,765)
108,717
Cash and cash equivalents at beginning of year
1,203,752
1,095,035
CASH AND CASH EQUIVALENTS AT END OF YEAR
1,138,987
1,203,752
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
ACCOUNTING POLICIES
COMPANY INFORMATION
Evoca UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Block C Prime Point, Mark Binner Way, Pensnett Trading Estate, Kingswinford, West Midlands, DY6 7TJ.
1.1
ACCOUNTING CONVENTION
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
GOING CONCERN
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
TURNOVER
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from the sale of service plans is recognised over the term of the plan.
1.4
INTANGIBLE FIXED ASSETS - GOODWILL
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
TANGIBLE FIXED ASSETS
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 15 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
10 - 20% per annum
Fixtures, fittings and leasehold improvements
10 - 33.3% per annum
Office equipment
10 - 33.3% per annum
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
FIXED ASSET INVESTMENTS
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.7
IMPAIRMENT OF FIXED ASSETS
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 16 -
1.8
STOCKS
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defetctive items where appropriate.
1.9
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
FINANCIAL INSTRUMENTS
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 17 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
EQUITY INSTRUMENTS
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
TAXATION
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 18 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
PROVISIONS
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.14
EMPLOYEE BENEFITS
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.15
RETIREMENT BENEFITS
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
LEASES
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.17
FOREIGN EXCHANGE
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 19 -
1.18
GROUP ACCOUNTS EXEMPTION
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Evoca UK Limited is a wholly owned subsidiary of Evoca S.p.A and the results of Evoca UK Limited are included in the consolidated financial statements of Evoca S.p.A which are available from Via Tommaso Grossi, no 2, 20121 Milano, Italy.
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
KEY SOURCES OF ESTIMATION UNCERTAINTY
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Provision for stock
A provision is included in the accounts for stock that has not moved in the last 24months. Each line is categorised and an appropriate stock provision is applied based on sales, faults on machines or discontinued lines.
3
TURNOVER AND OTHER REVENUE
2024
2023
£
£
TURNOVER ANALYSED BY CLASS OF BUSINESS
Sale of vending machines and servicing
13,771,479
12,306,670
2024
2023
£
£
TURNOVER ANALYSED BY GEOGRAPHICAL MARKET
UK
13,411,089
11,877,097
Europe
61,335
29,469
Ireland
56,614
142,618
Channel Islands
242,441
257,486
13,771,479
12,306,670
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
TURNOVER AND OTHER REVENUE
(Continued)
- 20 -
2024
2023
£
£
OTHER REVENUE
Interest income
308,008
250,189
4
OPERATING PROFIT
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(3,341)
5,736
Fees payable to the company's auditor for the audit of the company's financial statements
11,500
10,000
Depreciation of owned tangible fixed assets
110,428
104,299
Loss on disposal of tangible fixed assets
133
-
Amortisation of intangible assets
63,619
63,619
Cost of stocks recognised as an expense
9,718,628
8,203,818
Operating lease charges
448,115
369,650
5
EMPLOYEES
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Director
1
1
Office and technicians
40
37
Total
41
38
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
1,635,611
1,610,755
Social security costs
180,159
171,010
Pension costs
113,750
103,266
1,929,520
1,885,031
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
6
DIRECTORS' REMUNERATION
2024
2023
£
£
Remuneration for qualifying services
245,870
237,071
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
245,870
237,071
7
INTEREST RECEIVABLE AND SIMILAR INCOME
2024
2023
£
£
INTEREST INCOME
Interest receivable from group companies
301,287
240,015
Other interest income
6,721
10,174
Total income
308,008
250,189
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
301,287
240,015
8
TAXATION
2024
2023
£
£
CURRENT TAX
UK corporation tax on profits for the current period
156,589
179,208
Adjustments in respect of prior periods
12,089
Total UK current tax
156,589
191,297
Foreign current tax on profits for the current period
30,129
24,002
Total current tax
186,718
215,299
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
TAXATION
2024
2023
£
£
(Continued)
- 22 -
DEFERRED TAX
Origination and reversal of timing differences
(10,000)
(15,000)
Total tax charge
176,718
200,299
The main rate of corporation tax in the UK changed from 19% to 25% on the 1 April 2023.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
625,979
733,904
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
156,495
172,614
Tax effect of expenses that are not deductible in determining taxable profit
3,573
1,892
Adjustments in respect of prior years
12,089
Permanent capital allowances in excess of depreciation
26,650
28,704
Deferred tax movement
(10,000)
(15,000)
Taxation charge for the year
176,718
200,299
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
9
INTANGIBLE FIXED ASSETS
Goodwill
£
COST
At 1 January 2024 and 31 December 2024
1,414,038
AMORTISATION AND IMPAIRMENT
At 1 January 2024
1,223,358
Amortisation charged for the year
63,619
At 31 December 2024
1,286,977
CARRYING AMOUNT
At 31 December 2024
127,061
At 31 December 2023
190,680
10
TANGIBLE FIXED ASSETS
Plant and equipment
Fixtures, fittings and leasehold improvements
Office equipment
Total
£
£
£
£
COST
At 1 January 2024
55,268
610,004
335,692
1,000,964
Additions
48,552
13,796
62,348
Disposals
(889)
(889)
At 31 December 2024
55,268
657,667
349,488
1,062,423
DEPRECIATION AND IMPAIRMENT
At 1 January 2024
49,074
256,958
232,030
538,062
Depreciation charged in the year
1,530
69,034
39,864
110,428
Eliminated in respect of disposals
(756)
(756)
At 31 December 2024
50,604
325,236
271,894
647,734
CARRYING AMOUNT
At 31 December 2024
4,664
332,431
77,594
414,689
At 31 December 2023
6,194
353,046
103,662
462,902
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
11
FIXED ASSET INVESTMENTS
2024
2023
Notes
£
£
Investments in subsidiaries
12
211,628
211,628
12
SUBSIDIARIES
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Wittenborg UK Limited
England
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Wittenborg UK Limited
211,628
13
FINANCIAL INSTRUMENTS
2024
2023
£
£
CARRYING AMOUNT OF FINANCIAL ASSETS INCLUDE:
Instruments measured at fair value through profit or loss
10,908,759
11,699,454
CARRYING AMOUNT OF FINANCIAL LIABILITIES INCLUDE:
Measured at fair value through profit or loss
- Other financial liabilities
(4,396,801)
(4,893,534)
14
STOCKS
2024
2023
£
£
Raw materials and consumables
124,605
160,242
Finished goods and goods for resale
3,016,973
2,242,055
3,141,578
2,402,297
Stock provision included for the year totalled £302,458 (2023: £265,129).
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
15
DEBTORS
2024
2023
AMOUNTS FALLING DUE WITHIN ONE YEAR:
£
£
Trade debtors
2,422,334
3,246,857
Amounts owed by group undertakings
7,338,736
7,247,926
Other debtors
8,702
919
Prepayments and accrued income
181,162
144,506
9,950,934
10,640,208
16
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
2023
£
£
Trade creditors
473,850
195,809
Amounts owed to group undertakings
3,187,388
3,711,292
Corporation tax
36,617
156,555
Other taxation and social security
298,100
482,880
Other creditors
400,846
346,998
Accruals and deferred income
405,857
465,669
4,802,658
5,359,203
17
PROVISIONS FOR LIABILITIES
2024
2023
£
£
Warranty provision
108,135
117,441
Movements on provisions:
Warranty provision
£
At 1 January 2024
117,441
Utilisation of provision
(9,306)
At 31 December 2024
108,135
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
18
DEFERRED TAXATION
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
BALANCES:
£
£
Accelerated capital allowances
98,000
108,000
2024
MOVEMENTS IN THE YEAR:
£
Liability at 1 January 2024
108,000
Credit to profit or loss
(10,000)
Liability at 31 December 2024
98,000
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
19
RETIREMENT BENEFIT SCHEMES
2024
2023
DEFINED CONTRIBUTION SCHEMES
£
£
Charge to profit or loss in respect of defined contribution schemes
113,750
103,266
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
20
SHARE CAPITAL
2024
2023
2024
2023
ORDINARY SHARE CAPITAL
Number
Number
£
£
ISSUED AND FULLY PAID
Ordinary of £1 each
1,000,002
1,000,002
1,000,002
1,000,002
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
21
OPERATING LEASE COMMITMENTS
LESSEE
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
485,452
386,462
Between two and five years
1,510,557
1,329,943
In over five years
1,558,889
293,048
3,554,898
2,009,453
22
RELATED PARTY TRANSACTIONS
The company has taken advantage of Section 33 of FRS102 related party disclosures, not to disclose related party transactions with wholly owned subsidiaries within the group.
23
ULTIMATE CONTROLLING PARTY
The immediate parent undertaking and controlling party is Evoca S.p.A.
The ultimate holding company and controlling party is Lone Star Management Co. IX, Ltd. (Bermuda).
24
CASH (ABSORBED BY)/GENERATED FROM OPERATIONS
2024
2023
£
£
Profit after taxation
449,261
533,605
ADJUSTMENTS FOR:
Taxation charged
176,718
200,299
Investment income
(308,008)
(250,189)
Loss on disposal of tangible fixed assets
133
-
Amortisation and impairment of intangible assets
63,619
63,619
Depreciation and impairment of tangible fixed assets
110,428
104,299
(Decrease)/increase in provisions
(9,306)
26,754
MOVEMENTS IN WORKING CAPITAL:
Increase in stocks
(739,281)
(590,761)
Decrease/(increase) in debtors
689,274
(249,607)
(Decrease)/increase in creditors
(436,607)
179,783
CASH (ABSORBED BY)/GENERATED FROM OPERATIONS
(3,769)
17,802
EVOCA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
25
ANALYSIS OF CHANGES IN NET FUNDS
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,203,752
(64,765)
1,138,987
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