|
Celli Group (UK) Limited
Registered number: 03230525
Annual report and financial statements
For the year ended 31 December 2023
|
|
CELLI GROUP (UK) LIMITED
COMPANY INFORMATION
|
|
U C Ferrario (appointed 11 September 2023)
|
|
|
F Testarella (appointed 10 November 2023)
|
|
|
C Berardi (appointed 29 July 2024)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CELLI GROUP (UK) LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent Auditor's Report
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
CELLI GROUP (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company is a manufacturer of bespoke and generic point of sale and dispense products primarily for the UK drinks industry.
Principal risks and uncertainties
|
The policy of risk acceptance and risk management is addressed through an annual Board review process with approval and ongoing review. Compliance with regulation, legal and ethical standards is a high priority and the directors take an important oversight role in this regard.
The main risks to the business have been identified as a disproportionate reliance on sales volume from a few key customers, as changing customer service requirements from the current customer base and global competitors from low-cost environments. The business continues to manage these risks by diversifying not only products on offer but also the customer base whilst maintaining high quality standards to our existing customers, evolving our customer service solutions and efficiently managing our cost base and procurement process to ensure we remain competitive. We have continued to invest in the business through staff recruitment, IT and refining our quality control systems and processes as part of the process of managing these risks.
Currency fluctuations and changes in commodity prices are also risks that we continue to actively manage.
The results of the Company for the year show a loss on ordinary activities before tax of £2.52m (2022 - loss £1.49m). The shareholders' funds total £1.13m (2022 - £3.65m).
The underlying business performed in line with management's expectations based on the budget for the year.
The industry remains highly competitive. Key brand owners and major breweries are continually investing and encouraging their supply base to be innovative not only in design and manufacturing processes but also in materials being used and processes being applied. Our customers' needs are slightly changing in response to environmental factors, which we are addressing through Asset Management and Technical Services solutions. The increased utility and material prices have impacted all businesses however manufacturing and hospitality businesses have been some of the hardest hit, with Celli Group (UK) Limited seeing a significant increase in its cost of goods especially towards the end of the year. Demand for products has been strong throughout the year, however the rising costs have had an impact on performance.
COVID-19 continued to have an impact, which have been felt by all businesses, but the retail and hospitality industries have been some of the hardest hit. We have a varying range of new projects in the pipeline as well as in development stages, from redesigns of current offerings to altogether new products for new customers.
Strategy and future developments
|
2023 has been a satisfactory year in terms of underlying performance with a normalised turnover, not affected by the abnormal COVID-19 bounce-back sales, higher focus on indirect cost savings, new product launches and increased operational efficiency. The directors, in conjunction with the Group, decided that 2023 would have been dedicated to build a platform for a strong growth in 2024. 2023 positive operating profit was distorted by significant non-cash, one-off accounting adjustments (stock write-offs, bad debt write-offs and other restructuring costs).
|
|
CELLI GROUP (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Financial key performance indicators
|
This report was approved by the board on 23 September 2025 and signed on its behalf.
|
|
CELLI GROUP (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors' responsibilities statement
|
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
The principal activity of the Company in the year was that of a manufacturer of bespoke and generic point of sale and dispense products primarily for the UK drinks industry.
The loss for the year, after taxation, amounted to £2,515,868 (2022 - loss: £1,320,150).
No dividends will be distributed for the year ended 31 December 2023 (2022: £Nil).
The directors who served during the year were:
U C Ferrario (appointed 11 September 2023)
|
P Galletta (appointed 25 January 2024, resigned 29 July 2024)
|
F Testarella (appointed 10 November 2023)
|
M Boselli (resigned 18 December 2023)
|
C Colombi (appointed 11 September 2023, resigned 10 November 2023)
|
N J Farrar (resigned 14 April 2023)
|
M Gallavotti (resigned 10 August 2023)
|
V Marchi (resigned 11 September 2023)
|
|
|
CELLI GROUP (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
In assessing the Company’s status as a going concern, the Directors have considered the impact of ongoing global geopolitical uncertainty, particularly the resulting increase in input and energy costs. This assessment has taken into account the Company’s forecast performance, including the continued demand for its current product portfolio, the availability of financial resources, and the wider Celli Group’s commitment to supporting operations in the United Kingdom.
Accordingly, the financial statements have been prepared on a going concern basis.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. This conclusion is based on the following key considerations:
Impact of External Factors
The manufacturing and hospitality sectors remain affected by rising material and utility costs driven by global events, increasing labour costs due to regulatory changes, inflationary pressures, and constrained consumer spending. Additionally, the growing influence of procurement groups representing major brands necessitates continual product development, often at reduced margins.
Basis of Assessment
The Directors have prepared detailed cash flow forecasts covering the 12-month period from the date of these financial statements. These forecasts are based on carefully developed revenue and cost budgets.
Revenue Growth is expected through the launch of new products across key market sectors (alcohol, water, and frozen drinks) and the strengthening of strategic relationships with major suppliers and distributors.
Direct Costs are expected to benefit from Group-wide initiatives to optimise manufacturing and logistics, including the establishment of centres of excellence.
Procurement Efficiencies are anticipated from the centralisation of procurement at both regional and global levels, enhancing Celli UK's negotiating position.
Indirect Costs will be reduced through IT system upgrades, rationalisation of stock locations, and increased departmental efficiencies.
Cash Flow is expected to benefit from dynamic use of invoice discounting facilities, improved sales forecasting (developed in collaboration with key customers), and reductions in raw material and finished goods inventories.
Support from the Celli Group
Should the budgeted outcomes not be fully realised, the Company may require additional funding during the going concern period. Celli S.p.a. has confirmed its intention to provide such financial support as needed during this time.
The Directors acknowledge that, as with any entity reliant on group support, there can be no absolute certainty that this support will continue. However, at the date of approval of these financial statements, the Directors have no reason to believe such support will not be forthcoming.
The ability of Celli S.p.a. to provide this support is itself dependent on the wider Group meeting its own forecasts, which are subject to similar sectoral risks and judgements affecting the global hospitality industry.
Conclusion
Despite these uncertainties, the Directors remain confident in the Company’s financial position. This confidence is underpinned by a robust and transparent budgeting process, developed in close consultation with major customers and supported by the wider Group’s strategic initiatives.
|
|
CELLI GROUP (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Matters covered in the Strategic Report
|
As permitted by Section 414 (c) (11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors' report by Schedule 7 of the "Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008", in the Strategic Report.
Disclosure of information to auditor
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
Sargeant Partnership LLP resigned as auditor during the period and Azets Audit Services were appointed.
The auditor, Azets Audit Services, will be proposed for reappointment at the annual general meeting.
This report was approved by the board on 23 September 2025 and signed on its behalf.
|
|
CELLI GROUP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI GROUP (UK) LIMITED
We have audited the financial statements of Celli Group (UK) Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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, except for the effects of the matters described in the basis for qualified opinion paragraph, the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
|
Exceptional items
During the preparation of the 2023 financial statements, a number of errors were identified in the Company's balance sheet, some of which date back to the previous 4 financial periods. Management have corrected these errors through the profit and loss account in the current year, as described in note 13, rather than restating previous years financial statements. The corrections have a material impact on creditors, stocks and intercompany balances.
Consequently as a result of the reported matters above, we were unable to determine whether the reported results for the year 31 December 2022 and the opening equity as at 1 January 2022 were materially correct. A change in the treatment of exceptional items in 2023 would impact the profit and loss account for the years ended 31 December 2020 to 2023.
Intercompany balances
We were unable to obtain sufficient appropriate audit evidence regarding the recoverability of intercompany debtors amounting to £3,227,119 as at 31 December 2023. The entity has not provided adequate documentation to support the recoverability of these balances, and we were unable to perform alternative procedures to obtain sufficient audit evidence.
Consequently, we were unable to determine whether any adjustments might be necessary to these balances or to the related impairment provisions, if any.
We were unable to obtain sufficient appropriate audit evidence regarding the classification and maturity of an intercompany loan creditor amounting to £4,047,701 as at 31 December 2023. Management has not provided adequate documentation to support the terms of the loan, including repayment schedule and whether it should be classified as current or non-current. As a result, we were unable to determine whether any adjustments were necessary to the classification of liabilities or related disclosures.
Goodwill valuation
We were unable to obtain sufficient appropriate audit evidence regarding the carrying amount of goodwill amounting to £2,228,605 as at 31 December 2023, due to limitations in the availability of supporting documentation and management’s impairment assessment. Consequently, we were unable to determine whether any adjustments were necessary to the carrying amount of goodwill or related disclosures.
|
|
CELLI GROUP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI GROUP (UK) LIMITED (CONTINUED)
Stock provision
We were unable to obtain sufficient appropriate audit evidence regarding the adequacy of the stock provision as at 31 December 2023. The company has not provided sufficient documentation or analysis to support the valuation and provisioning of inventory. As a result, we were unable to determine whether any adjustments might be necessary to inventory, cost of sales, or related disclosures in the financial statements.
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 United Kingdom, including the Financial Reporting Council'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 qualified opinion.
Material uncertainty related to going concern
|
The Company incurred a net loss of £2,515,868 during the year ended 31 December 2023 and, as of that date, the Company’s had net current assets of £2,438,373 and net assets of £1,133,115. As stated in Note 2.4, these events or conditions, along with other matters as set forth in Note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
As described in the basis for qualified opinion section of our report, we were unable to obtain sufficient appropriate audit evidence regarding the periods to which the exceptional items reported in 2023 relate. This uncertainty affects the reported results for the years ended 31 December 2020 to 2023. In addition, as at 31 December 2023, we were unable to satisfy ourselves concerning:
∙the recoverability of intercompany debtors,
∙the accuracy and disclosure of intercompany loans,
∙the valuation of goodwill, and
∙the value of year end stock provisions.
As a result, we have concluded that where the other information refers to intercompany balances, goodwill valuation, stock provisions, opening balances, or related costs for 2022, it may also be materially misstated for the same reasons.
|
|
CELLI GROUP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI GROUP (UK) LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
|
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the 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.
Matters on which we are required to report by exception
|
In respect solely of the limitation on our work relating to exceptional items, comparatives and intercompany recoverability, goodwill valuation and year end stock provision, described above:
∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
∙we were unable to determine whether adequate accounting records had been maintained.
Except for the matter described in the basis for qualified opinion section of our report, 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:
∙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.
Responsibilities of directors
|
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.
|
|
CELLI GROUP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI GROUP (UK) LIMITED (CONTINUED)
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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
|
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
∙Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. 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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
|
|
CELLI GROUP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI GROUP (UK) LIMITED (CONTINUED)
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.
Angela Ingham FCA
Senior Statutory Auditor
for and on behalf of
Azets Audit Services
Wynyard Park House
Wynyard Avenue
Wynyard
United Kingdom
TS22 5TB
24 September 2025
|
|
CELLI GROUP (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial year
|
|
|
|
There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.
|
There was no other comprehensive income for 2023 (2022:£NIL).
|
The notes on pages 14 to 34 form part of these financial statements.
|
|
|
CELLI GROUP (UK) LIMITED
REGISTERED NUMBER: 03230525
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2025.
The notes on pages 14 to 34 form part of these financial statements.
|
|
CELLI GROUP (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 14 to 34 form part of these financial statements.
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Celli Group (UK) Limited (the 'Company') is a private company, limited by shares and registered in England and Wales, registered number 03230525. The registered address is Thirsk Industrial Park, York Road, Thirsk, North Yorkshire, England, YO7 3BX.
The principal activity of the Company in the year was that of a manufacturer of bespoke and generic point of sale and dispense products primarily for the UK drinks industry.
The financial statements have been prepared in Pound Sterling as this is the currency of the primary economic environment in which the Company operates.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
|
|
|
Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Celli S.p.a as at 31 December 2023 and these financial statements may be obtained from Casino Albini,605, 47842 San Giovanni in Marignano (RN), Italy.
|
|
|
Exemption from preparing consolidated financial statements
|
The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
In assessing the Company's ability to continue as a going concern, the Directors considered the impact of global geopolitical uncertainty, including rising input and energy costs. The assessment included forecast trading performance, ongoing demand for the Company’s products, access to financial resources, and the continued support of the wider Celli Group in the UK.
The financial statements have been prepared on a going concern basis. The Directors have a reasonable expectation that the Company has sufficient resources to operate for at least 12 months from the date of approval.
Key considerations included the impact of inflation, labour costs, and margin pressure from procurement groups, as well as revenue forecasts supported by new product launches and strengthened relationships with key distributors. Group-wide initiatives are expected to reduce direct and indirect costs through improved manufacturing, procurement centralisation, and operational efficiencies. Cash flow is supported by invoice discounting and optimised inventory management.
If required, the Company may seek further financial support from Celli S.p.A., which has indicated its intention to provide funding during the forecast period. While there is no absolute certainty of continued group support, the Directors have no reason to believe it will be withdrawn.
Despite ongoing industry challenges, the Directors remain confident in the Company’s financial position, supported by prudent forecasting and the Group’s strategic commitment.
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
|
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
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 income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
|
Tangible fixed assets (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Key sources of estimation uncertainty
The directors have considered and concluded there were no key sources of estimation uncertainty in applying the accounting policies.
|
|
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of turnover by country of destination:
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
The operating loss is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating lease rentals
|
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
|
Profit on disposal of fixed assets
|
|
|
|
|
Amortisation of intangible fixed asset
|
|
|
|
|
Defined contribution pension cost
|
|
|
|
|
|
|
|
During the year, the Company obtained the following services from the Company's auditor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the Company's financial statements
|
|
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
|
|
|
|
|
Company contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year retirement benefits were accruing to 3 directors (2022 - 2) in respect of defined contribution pension schemes.
|
|
|
The highest paid director received remuneration of £118,944.
|
|
|
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £660.
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
Other interest receivable
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loan interest payable
|
|
|
|
|
Interest on loan from parent company
|
|
|
|
|
Invoice factoring interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12.Taxation (continued)
|
|
Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
|
|
|
|
|
Income not taxable for tax purposes
|
|
|
|
|
Remeasurement of deferred tax for changes in tax rates
|
|
|
|
|
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
Movement in deferred tax not recognised
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
The rate of corporation tax in the United Kingdom has increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
Cost of uninvoiced services
|
|
|
|
|
Goods received not invoiced
|
|
|
|
|
Legal and professional costs
|
|
|
|
|
|
|
|
|
|
Stock quantity correction
|
|
|
|
|
Write off intercompany debtors
|
|
|
|
|
Write off intercompany creditors
|
|
|
|
|
|
|
|
|
|
During the year the Company undertook an exercise to assess payments made on account where invoices had not yet been received. The effects of this can be seen from the analysis above.
The Company also undertook a prudent assessment of stock, applying a provision against obsolete stock.
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
Shares in group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following was a subsidiary undertaking of the Company:
|
|
|
|
|
|
|
|
|
M.F. Refrigeration Limited
|
Thirsk Industrial Park, York Road, Thirsk, North Yorkshire, England, YO7 3BX
|
|
|
|
|
Raw materials and consumables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The prior year stock balance has been reclassified to the correct category. Please note that this adjustment is purely presentational and does not affect the overall stock figure, which remains unchanged.
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by other group undertakings
|
|
|
|
|
Amounts owed by parent undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Prior year intercompany balances of £5,849,584 have been reclassed from trade debtors to intercompany balances to best reflect the nature of the balances. There is no change to total debtors.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invoice factoring account
|
|
|
|
|
|
|
|
|
|
Amounts owed to other group undertakings
|
|
|
|
|
Amounts owed to subsidiary undertakings
|
|
|
|
|
Amounts owed to parent undertakings
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Invoice factoring facility is secured against customer invoices under the terms of the invoice factoring guarantee.
Intercompany balances of £8,851,435 previously reported in trade creditors have been reclassified to intercompany balances, along with £1,306,552 previously included in other creditors. These adjustments better reflect the nature of the balances. The total amount of creditors remains unchanged.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan due to Parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year
|
|
|
|
|
Invoice factoring account
|
|
|
|
|
|
|
|
|
|
Amounts falling due 2-5 years
|
|
|
|
|
Loan due to Parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
150,002 (2022 - 150,002) Ordinary shares of £1.00 each
|
|
|
Profit and loss account
This reserve represents cumulative profits and losses less dividends declared.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £87,065 (2022 - £115,001). Contributions totalling £14,178 (2022 - £1,000) were payable to the fund at the reporting date and are included in creditors.
|
|
Commitments under operating leases
|
|
|
At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
|
|
The Group has taken advantage of the exemption conferred by FRS102 paragraph 33.1A and has not disclosed transactions and outstanding balances with other group companies on the basis that all the relevant companies are directly or indirectly wholly owned.
|
|
|
CELLI GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The immediate parent company is Celli International Limited, a company incorporated in England and Wales.
The ultimate parent company, which is both the smallest and largest company into which the Company results are consolidated into, was Celli S.p.a, a company incorporated in Italy.
|