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Celli International Limited
Registered number: 08483262
Annual report and
financial statements
For the year ended 31 December 2023
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CELLI INTERNATIONAL LIMITED
COMPANY INFORMATION
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U C Ferrario (appointed 11 September 2023)
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F Testarella (appointed 10 November 2023)
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C Berardi (appointed 29 July 2024)
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CELLI INTERNATIONAL LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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CELLI INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors are pleased to present their strategic report for the Company for the financial year ended 31 December 2023.
Principal activity and business review
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The Company is primarily a holding Company.
Principal risks and uncertainties
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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 of the Company, in line with ADS2 Limited, Celli Group (UK) Limited and Celli Asset Management (UK) Limited, have been identified as a disproportionate reliance on sales volume from a few key customers, changing customer service requirements and global competitors from low-cost environments.
These risks have been managed by an expansion of the customer base whilst maintaining high quality standards to existing customers, evolving customer service solutions and efficiently managing the cost base and procurement process.
We have continued to invest in the business through staff recruitment, IT and refining our quality control systems and processes as art 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 period show a loss on ordinary activities before tax of £1,202,824 (2022 - loss £795,461). The shareholders' funds total £3,430,311 in deficit (2022 - £2,227,487 in deficit).
The performance during the year relates predominately to foreign exchange profits, exceptional items and interest due on parent company loans.
Strategy and future developments
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The Company's main strategy is to continue in its role as a holding company providing finance to the UK trading companies in the Celli UK Group.
The current economic environment has had a significant impact on the manufacturing and hospitality industry, increase in labour costs, raising material and utility prices and consumers limiting their spending. This then limits the demand for new products into the market, we have seen a slight shift towards customers wanting to get the most out of their products.
This report was approved by the board on 23 September 2025 and signed on its behalf.
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CELLI INTERNATIONAL 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
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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 loss for the year, after taxation, amounted to £1,202,824 (2022 - loss £795,461).
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)
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P Galletta (appointed 25 January 2024, resigned 29 July 2024)
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F Testarella (appointed 10 November 2023)
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M Boselli (resigned 18 December 2023)
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C Colombi (appointed 11 September 2023, resigned 10 November 2023)
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N J Farrar (resigned 14 April 2023)
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M Gallavotti (resigned 10 August 2023)
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V Marchi (resigned 11 September 2023)
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CELLI INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
These financial statements have been prepared on a going concern basis, on the assumption that the ultimate parent company and the shareholders will continue to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements.
It is important to note that Celli International Limited is a holding company with controlling interests in a number of operational subsidiaries, including Celli UK Group Limited, ADS2 Limited, and Celli Asset Management (UK) Limited. As a holding entity, Celli International Limited does not engage in trading activities.
The only transactions during the year relate to interest payable and foreign exchange movements arising from intercompany loans. These loans have been refinanced subsequent to the year end, with funding secured to cover the period through to 21 October 2026. This refinancing demonstrates the ongoing financial support provided by the parent company, Celli S.p.a., to its UK group entities.
Matters covered in the Strategic Report
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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
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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
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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.
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CELLI INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI INTERNATIONAL LIMITED
We were engaged to audit the financial statements of Celli International 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).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
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Valuation of investments
We were unable to obtain sufficient appropriate audit evidence regarding the carrying amount of investments in subsidiary undertakings amounting to £8,906,801 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 investments or related disclosures.
Intercompany balances
We were unable to obtain sufficient appropriate audit evidence regarding the recoverability of intercompany debtors amounting to £472,114 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 maturity of intercompany loans amounting to £10,009,949 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.
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CELLI INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI INTERNATIONAL LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether 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
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Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the Strategic Report or directors' report.
Arising from the limitation of our work referred to 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 have been kept.
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
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As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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.
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CELLI INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI INTERNATIONAL LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report. However, because of the matters described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. 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.
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.
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CELLI INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CELLI INTERNATIONAL 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
TS22 5TB
24 September 2025
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CELLI INTERNATIONAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Exceptional administrative expenses
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Interest payable and similar expenses
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Loss for the financial year
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There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2023 (2022: £NIL).
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The notes on pages 11 to 21 form part of these financial statements.
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CELLI INTERNATIONAL LIMITED
REGISTERED NUMBER: 08483262
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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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 11 to 21 form part of these financial statements.
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CELLI INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Comprehensive loss for the year
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Total comprehensive loss for the year
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The notes on pages 11 to 21 form part of these financial statements.
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Celli International Limited ("the 'Company') is a private company, limited by shares and registered in England and Wales, registered number 08483262. The registered address is Thirsk Industrial Park, York Road, Thirsk, North Yorkshire, England, YO7 3BX.
The principal activity is that of a holding Company.
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
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Basis of preparation of financial statements
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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:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 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.
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Exemption from preparing consolidated financial statements
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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.
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
These financial statements have been prepared on a going concern basis, on the assumption that the ultimate parent company and the shareholders will continue to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements.
It is important to note that Celli International Limited is a holding company with controlling interests in a number of operational subsidiaries, including Celli UK Group Limited, ADS2 Limited, and Celli Asset Management (UK) Limited. As a holding entity, Celli International Limited does not engage in trading activities.
The only transactions during the year relate to interest payable and foreign exchange movements arising from intercompany loans. These loans have been refinanced subsequent to the year end, with funding secured to cover the period through to 21 October 2026. This refinancing demonstrates the ongoing financial support provided by the parent company, Celli S.p.a., to its UK group entities.
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Foreign currency translation
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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'.
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.
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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Cash and cash equivalents
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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.
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.
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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.
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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.
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The operating profit/ (loss) is stated after (crediting)/charging:
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The average monthly number of employees, including the directors, during the year was as follows:
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The directors are remunerated by another member of the Group, Celli Group (UK) Limited. The directors in office at 31 December 2023 are also directors of Celli Group (UK) Limited. Details of their emoluments, in respect of the Group, are disclosed in the financial statements of Celli Group (UK) Limited.
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Interest payable and similar expenses
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Parent company loan interest
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Impairment to investment in subsidiary
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Irrecoverable debt write off
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- 17 -
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Shares in group undertakings
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The following were subsidiary undertakings of the Company:
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Celli Asset Management (UK) Limited
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Thirsk Industrial Park, York Road, Thirsk, North Yorkshire, England, YO7 3BX
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Thirsk Industrial Park, York Road, Thirsk, North Yorkshire, England, YO7 3BX
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Thirsk Industrial Park, York Road, Thirsk, North Yorkshire, England, YO7 3BX
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- 18 -
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Amounts owed by subsidiary undertakings
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Amounts owed by subsidiary undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to subsidiary undertakings
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Amounts owed to parent undertakings
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Accruals and deferred income
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Amounts owed by parent undertakings are unsecured, interest is charged at the 'Euribor' rate of interest plus 1.9% and details of repayment can be found in note 15.
Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Amounts owed by parent undertakings are unsecured, interest is charged at the 'Euribor' rate of interest plus 1.9% and details of repayment can be found in note 15.
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- 19 -
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Analysis of the maturity of loans is given below:
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Amounts falling due 2-5 years
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During the year ended 31 December 2017, the Company purchased 100% of Brewday Limited, which held 100% of Celli Group (UK) Limited.
To finance the purchase, the Company issued fixed rate guaranteed unsecured loan notes 2017 of £2,450,000, secured by a guarantee by HSBC PLC, and the Company borrowed €7,000,000 from its parent Company Celli S.p.a.
The Euro Parent Company Loan was repayable over 60 months in quarterly installments. However, during the year ended 31 December 2022, no repayments were made. The original loan agreement expired on 1st December 2022. The balance of the principal and accrued interest at 31st December 2022 of £5,221,292 was paid during the year. Interest was charged at the 'Euribor' rate of interest plus 1.9%.
The early repayment in March 2019 of the fixed rate guaranteed unsecured loan notes 2017 (issued to fund the purchase of Celli Group (UK) Limited) and the fixed rate guaranteed unsecured loan note 2018 (issued to fund the acquisition of F.J.E. Plastic Developments Limited by ADS2 Limited, a wholly owned subsidiary of the company) was funded by a loan of £3,142,331 from Celli S.p.a., the interest rate is 4.25% per annum. The loan principal and accrued interest are repayable upon written request by Celli S.p.a. and in any case by 27th March 2027.
Celli S.p.a. made a further loan of £750,000 on the 10th March 2020 for the purchase of Celli Asset Management (UK) Limited. The principal and accrued interest are due to be paid on 9 March 2028. The principal and accrued interest at 31st December 2023 are disclosed as due within two and five years. Interest is charged at a fixed rate rate of 4.25%.
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Allotted, called up and fully paid
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50,000 (2022 -50,000) Ordinary shares of £1.00 each
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Profit and loss account
The profit and loss account comprises of all current and prior period retained profits and losses.
- 20 -
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CELLI INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Related party transactions
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The Group has taken advantage of the exemption conferred by FRS102 paragraph 33.1A and has not disclosed transactions and outstanding balances with its subsidiary undertakings on the basis that all the relevant companies are directly or indirectly wholly owned.
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Celli S.p.a. (incorporated in Italy) is regarded by the directors as being the Company's ultimate parent Company.
Copies of the group's financial statements can be obtained from the Company Secretary of Celli S.p.a at Via Casino Albani, 605, 47842 San Giovanni in Marignano (RN), Italy.
- 21 -
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