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Registration number: 9164472

Nepos UK Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2024

Nepos UK Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 7
Profit and Loss Account | 8
Statement of Comprehensive Income | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12
Notes to the Financial Statements | 13 to 21

Nepos UK Limited

Company Information

Directors | Torquato Bertani Chiara Giacomelli Alessandro Giacomelli

Registered office | 20 York Street Manchester M2 3BB

Auditors | Williamson & Croft Audit Ltd Statutory AuditorYork House 20 York Street Manchester M2 3BB

Nepos UK Limited

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the Company throughout the year was that of an International Holding Company of the Group.

Fair review of the business

The Company currently holds equity investments in two entities as detailed in the notes to the financial statements and the Directors are satisfied with the individual performance of these entities and continues to monitor that performance on an ongoing basis. Management will continue to monitor the performance of these entities and discuss the performance, financial position and future cashflow requirements of each entity with the Board of the investee companies as appropriate.
Whilst no dividend income has been received in the year, interest on loans to subsidiary undertakings of €329,219 (2023: €367,622) has been earned, which exceeds the operating expenses and interest payable on the loan from the parent company, Nepos SpA.
The Company has reported a profit in the financial period due to gains on foreign exchange movements when the loans due from the subsidiary companies are restated from their transactional currency in addition to net profit on interest receivable less interest payable.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2024 | 2023
Interest received | € | 433,023 | 413,399
Loan interest payable | € | 182,751 | 183,000
Carrying value of investments | € | 4,583,042 | 4,583,046
Long-term loans to group and participating interests | € | 15,211,004 | 15,577,350
Long-term loans from group undertakings | € | 24,600,000 | 24,600,000

Principal risks and uncertainties

The key risks and uncertainties for the Company are the trading and operational performance of its investments and fluctuations in foreign currency exchange rates.
Management regularly review the performance of the entities in which the Company holds investments in order to be able to respond quickly and positively to any indicators that the performance is not meeting expectations and to discuss with individual entity management how to rectify any issues as they arise.
The company now operates foreign currency bank accounts to minimise the exposure to foreign currency exchange rate risk in so far as possible.

Approved and authorised by the Board on 3 June 2025 and signed on its behalf by:

......................................... Torquato Bertani Director

Nepos UK Limited

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors of the company

The directors who held office during the year were as follows:

Torquato Bertani

Chiara Giacomelli

Alessandro Giacomelli

Information included in the Strategic Report

The Company has chosen, in accordance with Companies Act 2006, s.141C (11), to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2006, Sch.7 to be contained in the Directors' Report.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Williamson & Croft Audit Ltd are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 3 June 2025 and signed on its behalf by:

......................................... Torquato Bertani Director

Nepos UK Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

Nepos UK Limited

Independent Auditor's Report to the Members of Nepos UK Limited

Opinion

We have audited the financial statements of Nepos UK Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Nepos UK Limited

Independent Auditor's Report to the Members of Nepos UK Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 4], 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Nepos UK Limited

Independent Auditor's Report to the Members of Nepos UK Limited

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:
1. We obtained an understanding of the legal and regulatory frameworks that are applicable to the company through discussions with management and determined that the most significant are the Companies Act 2006, GDPR and General UK Company Law.
2. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the documented policies and procedures, legal costs incurred during the period and discussions with the Board of Directors and key management personnel.
3. We assessed the susceptibility of the group and parent company’s financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We assessed this risk as low due to oversight by management and by the Board of Directors as well as by management of entities holding controlling interests in the company.
4. We have reviewed the company’s control environment and assessed that it is adequate for an entity of its size and nature.
5. We designed our audit testing to review the presumed risk under ISA (UK) 240 that that revenue may be misstated due to the improper recognition of revenue and that management over-ride of controls is present in all entities.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

......................................
Tor Stringfellow FCA (Senior Statutory Auditor)
For and on behalf of Williamson & Croft Audit Ltd, Statutory Auditor
York House
20 York Street
Manchester
M2 3BB

3 June 2025

Nepos UK Limited

Profit and Loss Account for the Year Ended 31 December 2024

| Note | 2024 € | 2023 €
Turnover |  | - | -
Gross profit/(loss) |  | - | -
Administrative expenses |  | 380,941 | 770,300
Operating profit | 4 | 380,941 | 770,300
Other interest receivable and similar income | 5 | 433,023 | 413,399
Interest payable and similar expenses | 6 | (183,938) | (183,000)
|  | 249,085 | 230,399
Profit before tax |  | 630,026 | 1,000,699
Tax on profit | 9 | (161,619) | (233,797)
Profit for the financial year |  | 468,407 | 766,902

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Nepos UK Limited

Statement of Comprehensive Income for the Year Ended 31 December 2024

| 2024 € | 2023 €
Profit for the year | 468,407 | 766,902
Total comprehensive income for the year | 468,407 | 766,902

Nepos UK Limited

(Registration number: 9164472)
Balance Sheet as at 31 December 2024

| Note | 2024 € | 2023 €
Fixed assets |  |  |
Investments | 10 | 4,583,042 | 4,583,046
Debtors | 11 | 15,211,004 | 15,577,350
|  | 19,794,046 | 20,160,396
Current assets |  |  |
Debtors | 11 | 731,295 | 1,237,532
Cash at bank and in hand |  | 5,046,843 | 3,524,046
|  | 5,778,138 | 4,761,578
Creditors: Amounts falling due within one year | 13 | (10,336,410) | (10,154,607)
Net current liabilities |  | (4,558,272) | (5,393,029)
Total assets less current liabilities |  | 15,235,774 | 14,767,367
Creditors: Amounts falling due after more than one year | 13 | (15,600,000) | (15,600,000)
Net liabilities |  | (364,226) | (832,633)
Capital and reserves |  |  |
Called up share capital |  | 120,000 | 120,000
Retained earnings |  | (484,226) | (952,633)
Shareholders' deficit |  | (364,226) | (832,633)

Approved and authorised by the Board on 3 June 2025 and signed on its behalf by:

......................................... Torquato Bertani Director

Nepos UK Limited

Statement of Changes in Equity for the Year Ended 31 December 2024

| Share capital € | Retained earnings € | Total €
At 1 January 2024 | 120,000 | (952,633) | (832,633)
Profit for the year | - | 468,407 | 468,407
At 31 December 2024 | 120,000 | (484,226) | (364,226)

| Share capital € | Retained earnings € | Total €
At 1 January 2023 | 120,000 | (1,719,535) | (1,599,535)
Profit for the year | - | 766,902 | 766,902
At 31 December 2023 | 120,000 | (952,633) | (832,633)

Nepos UK Limited

Statement of Cash Flows for the Year Ended 31 December 2024

| Note | 2024 € | 2023 €
Cash flows from operating activities
Profit for the year |  | 468,407 | 766,902
Adjustments to cash flows from non-cash items |  |  |
Finance income | 5 | (433,023) | (413,399)
Finance costs | 6 | 183,938 | 183,000
Income tax expense | 9 | 161,619 | 233,797
Foreign exchange gains/losses |  | (395,767) | (867,039)
|  | (14,826) | (96,739)
Working capital adjustments |  |  |
Decrease in trade debtors | 11 | 507,356 | 11,098
Increase in trade creditors | 13 | 182,751 | 99,964
Cash generated from operations |  | 675,281 | 14,323
Income taxes (paid)/received | 9 | (168,333) | 1,701
Net cash flow from operating activities |  | 506,948 | 16,024
Cash flows from investing activities |  |  |
Interest received | 5 | 433,023 | 413,399
Proceeds from sale of subsidiaries |  | 4 | -
Cash receipts from repayment of loans, classified as investing activities |  | 588,896 | 1,547,035
Net cash flows from investing activities |  | 1,021,923 | 1,960,434
Cash flows from financing activities |  |  |
Interest paid | 6 | (183,938) | (183,000)
Net increase in cash and cash equivalents |  | 1,344,933 | 1,793,458
Cash and cash equivalents at 1 January |  | 3,524,046 | 1,673,170
Effect of exchange rate fluctuations on cash held |  | 177,864 | 57,418
Cash and cash equivalents at 31 December |  | 5,046,843 | 3,524,046

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
20 York Street
Manchester
M2 3BB
United Kingdom

These financial statements were authorised for issue by the Board on 3 June 2025.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The Financial Statements are presented in Euros ("EUR" / "€"), which is the Company's functional currency.

Going concern

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3 | 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 judgements used in the preparation of these financial statements are:
• Management's assessment of the recoverability of long-term debtors due from group undertakings; and
• Management's assessment of the carrying value of investments in equity shares which are not publicly traded and any potential impairment in the value of those shares..

4 | Operating profit

Arrived at after charging/(crediting)

| 2024 € | 2023 €
Foreign exchange gains | (395,767) | (867,039)

5 | Other interest receivable and similar income

| 2024 € | 2023 €
Interest income on bank deposits | 103,804 | 45,777
Interest receivable from group undertakings | 242,905 | 283,250
Interest receivable from associated undertakings | 86,314 | 84,372
| 433,023 | 413,399

6 | Interest payable and similar expenses

| 2024 € | 2023 €
Other interest | 1,187 | -
Interest payable on loans from group undertakings | 182,751 | 183,000
| 183,938 | 183,000

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

7 | Staff costs

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2024 No. | 2023 No.
Administration and support | 3 | 3
| 3 | 3

8 | Auditors' remuneration

| 2024 € | 2023 €
Audit of the financial statements | 7,258 | 6,920
Other fees to auditors |  |
All other non-audit services | 1,960 | 1,869

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

9 | Taxation

Tax charged/(credited) in the income statement

| 2024 € | 2023 €
Current taxation |  |
UK corporation tax | 161,619 | 233,797

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 23.52%).
The differences are reconciled below:

| 2024 € | 2023 €
Profit before tax | 630,026 | 1,000,699
Corporation tax at standard rate | 157,507 | 235,364
Increase (decrease) from tax losses for which no deferred tax asset was recognised | - | (2,374)
Other tax effects for reconciliation between accounting profit and tax expense | 4,112 | 807
Total tax charge | 161,619 | 233,797

The Company has capital losses carried forward of €2,302,827 (2023: €2,195,714). No provision has been made to reflect the deferred tax asset of €575,707 (2023: €548,929) which relates to these losses in these financial statements as the Company has no planned taxable capital disposals against which it expects to utilise these losses.

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

10 | Investments

| 2024 € | 2023 €
Investments in subsidiaries | 4,583,042 | 4,583,046

Subsidiaries | €
Cost or valuation
At 1 January 2024 | 4,583,046
Disposals | (4)
At 31 December 2024 | 4,583,042
Provision
Carrying amount
At 31 December 2024 | 4,583,042
At 31 December 2023 | 4,583,046

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2024 | 2023
Subsidiary undertakings
Venturi Healthcare Limited | York House 20 York Street Manchester M2 3BB United Kingdom | Ordinary share of £1 each | 88% | 91%
Metanord SA | El Stradún 74 CH-6513 Monte Carasso Switzerland | Ordinary share of CHF 1,000 each | 33% | 33%

Subsidiary undertakings
Venturi Healthcare Limited The principal activity of Venturi Healthcare Limited is that of an investment holding company for a group of care home providers.

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Metanord SA The principal activity of Metanord SA is that of the design, construction and management of gas pipelines for the transport and distribution of natural gas.

11 | Debtors

Current | 2024 € | 2023 €
Accrued income | 731,295 | 1,237,532
| 731,295 | 1,237,532

Non-current | Note | 2024 € | 2023 €
Amounts owed by group undertakings and participating interests | 15 | 15,211,004 | 15,577,350

12 | Cash and cash equivalents

| 2024 € | 2023 €
Cash at bank | 450,037 | 409,832
Short-term deposits | 4,596,806 | 3,114,214
| 5,046,843 | 3,524,046

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

13 | Creditors

| Note | 2024 € | 2023 €
Due within one year |  |  |
Amounts owed to group undertakings | 15 | 9,000,000 | 9,000,000
Accruals and deferred income |  | 1,174,792 | 991,612
Income tax liability | 9 | 161,618 | 162,995
|  | 10,336,410 | 10,154,607
Due after one year |  |  |
Amounts owed to group undertakings |  | 15,600,000 | 15,600,000

Amounts owed to group undertakings includes amounts owed to the parent company, Nepos Spa, which is denominated in € with a nominal interest rate of 1%, and the final instalment is due on 31 December 2028. The carrying amount at year end is €15,600,000 (2023 - €15,600,000).

Amounts owed to group undertakings includes amounts owed to the parent company, Nepos Spa, which is denominated in € with a nominal interest rate of 0.3%, and the final instalment is due on 31 December 2024. The carrying amount at year end is €9,000,000 (2023 - €9,000,000).

The loans are unsecured and due in full on the date of maturity.

14 | Share capital

Allotted, called up and fully paid shares

| 2024 | 2023
| No. | € | No. | €
Ordinary of €1 each | 120,000 | 120,000 | 120,000 | 120,000

15 | Related party transactions

During the year, Nepos SpA, a company incorporated in Italy which owns a participating interest in the company, charged interest of €182,751 (2023: €183,000). The total balance owed, including the interest accrual, to Nepos SpA at 31 December 2024 was €25,765,573 (2023: €25,582,822).

Nepos UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

16 | Parent and ultimate parent undertaking

On 29 December 2023 51% of the issued share capital of the company was transferred from Nepos Spa (the previous parent company incorporated in Italy) to Adelfide Sas di Sebastiano Bertani, a partnership resident in Italy. On 7 November 2024 a further 25% of the issued share capital of the company was transferred to Adelfide Sas di Sebastiano Bertani, which held 76% (91,200 Ordinary shares of €1 each) of the issued share capital of the company as at the end of the financial year.
The company's immediate parent is Adelfide Sas di Sebastiano Bertani, incorporated in Italy.