REGISTERED NUMBER: 03925898 (England and Wales)

PASSTECH MACHINE TOOLS LIMITED

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

G Ghidini

A Pavesi

SECRETARY:

T&H Secretarial Services Limited

REGISTERED OFFICE:

3 Bunhill Row

London

EC1Y 8YZ

REGISTERED NUMBER:

03925898 (England and Wales)

AUDITORS:

Belluzzo Audit Limited

Chartered Accountants and Statutory Auditors

38 Craven Street

London

WC2N 5NG

FIXED ASSETS

Intangible assets

4

5,718

7,137

Tangible assets

5

-

-

5,718

7,137

CURRENT ASSETS

Debtors

6

2,127,120

2,618,981

Cash at bank

1,538,554

1,453,100

3,665,674

4,072,081

CREDITORS

Amounts falling due within one year

7

(1,210,111

)

(1,438,309

)

NET CURRENT ASSETS

2,455,563

2,633,772

TOTAL ASSETS LESS CURRENT LIABILITIES

2,461,281

2,640,909

CAPITAL AND RESERVES

Called up share capital

8

100

100

Retained earnings

2,461,181

2,640,809

SHAREHOLDERS' FUNDS

2,461,281

2,640,909

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

G Ghidini - Director

1.	STATUTORY INFORMATION

Passtech Machine Tools Limited is a private company, limited by shares, registered in England and Wales. The registration number of the company is 03925898. Registered office is 3 Bunhill Row, London, England, EC1Y 8YZ.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 functional currency of the Branch is Saudi Riyal. For the purpose of presenting financial statements in sterling, the assets and liabilities are translated at the closing exchange rate at the date of the statement of financial position. Income and expenses are translated at the average exchange rate for the period if it approximates the actual rates.

Exchange differences arising from the translation of the financial statements from the functional currency to the presentation currency are recognized in other comprehensive income and accumulated in the foreign currency translation reserve in equity.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 'Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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.

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.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Furniture & Fittings Straight line over 3 years

Office Equipment Straight line over 3-5 years

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.

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.

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 realize 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 amortized 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 amortized.

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 amortized.

Debt instruments are subsequently carried at amortized 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 amortized cost using the effective interest method.

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.

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

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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.

Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continue to adopt the going concern basis of accounting in preparing the financial statements.

In the application of the company's accounting policies, the director is required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are 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 recognized in the period in which the estimates 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2023 - 7 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

12,006

Additions

1,135

At 31 December 2024

13,141

AMORTISATION

At 1 January 2024

4,869

Charge for year

2,554

At 31 December 2024

7,423

NET BOOK VALUE

At 31 December 2024

5,718

At 31 December 2023

7,137

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

19,993

DEPRECIATION

At 1 January 2024

and 31 December 2024

19,993

NET BOOK VALUE

At 31 December 2024

-

6.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

2,063,826

2,569,819

Other debtors

49,049

36,879

2,112,875

2,606,698

Amounts falling due after more than one year:

Other debtors

14,245

12,283

Aggregate amounts

2,127,120

2,618,981

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

571,406

483,161

Amounts owed to group undertakings

56,222

349,357

Taxation and social security

191,026

484,870

Other creditors

391,457

120,921

1,210,111

1,438,309

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary shares

1

100

100

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Tony Castagnetti (FCA-Senior Statutory Auditor)

for and on behalf of Belluzzo Audit Limited

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11.	PARENT COMPANY

The company is a wholly owned subsidiary of Overmach S.p.A whose registered office is Via Giuseppe Righi, 12-43122, Parma, Italy. The results of the company are included in the consolidated financial statements of Overmach S.p.A. and the consolidated financial statements are available from its registered office.

In the opinion of the Director, the ultimate parent undertaking is Overmach Holding S.r.I. & C. S.p.A, a company incorporated in Italy, and the ultimate controlling party is considered to be Mr. Giovanni Ghidini.

12.	BANK PLEDGES

At 31st December 2024, the company had a general pledge registered with HSBC UK PLC on 3rd November 2023:

It also has a debenture which included a Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and a First Floating Charge over all assets and undertaking both present and future dated 01 May 2009.

As at 31 December 2023 the company had no bank borrowings with HSBC.

13.

DIVIDEND

Dividend amounting to £870,634 (2023: Nil) is paid during the year.