REGISTERED NUMBER: 11202290 (England and Wales)

Serafin Group Limited

Directors' Report and

Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Directors' Report

2

Independent Auditors' Report

3

Profit and Loss

6

Statement of Financial Position

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

Directors:

Mr M Herrmann

Mr C M Pfletschinger

Dr D M Socher

Registered office:

C/O Morr & Co LLP

Mansel Court

2a Mansel Road

Wimbledon

Greater London

SW19 4AA

Registered number:

11202290 (England and Wales)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

1st Floor, Abbey Square

Davidson House

The Forbury

Reading

RG1 3EU

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The principal activity of the company in the year under review was that of consultancy services.

Directors

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr M Herrmann

Mr C M Pfletschinger

Dr D M Socher

Donations

During the year, the company made charitable donations totalling £10,000 (2023: £nil).

Statement of directors' responsibilities

The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

Mr M Herrmann - Director

4 December 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Directors' Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, 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 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.

Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities 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 Auditors' Report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' 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.

Roslyn McFarlane (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

Statutory Auditor

1st Floor, Abbey Square

Davidson House

The Forbury

Reading

RG1 3EU

11 December 2025

Turnover

499,039

450,060

Administrative expenses

(509,610

)

(447,183

)

Operating (loss)/profit

(10,571

)

2,877

Interest payable and similar expenses

5

(1,619

)

(2,010

)

(Loss)/profit before taxation

(12,190

)

867

Tax on (loss)/profit

6

280

(84

)

(Loss)/profit for the financial year

(11,910

)

783

Fixed assets

Tangible assets

7

1,779

537

Current assets

Debtors

8

31,489

16,320

Cash at bank

46,016

29,244

77,505

45,564

Creditors

Amounts falling due within one year

9

94,357

49,264

Net current liabilities

(16,852

)

(3,700

)

Total assets less current liabilities

(15,073

)

(3,163

)

Capital and reserves

Called up share capital

11

1

1

Retained earnings

(15,074

)

(3,164

)

Shareholders' funds

(15,073

)

(3,163

)

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

The financial statements were approved by the Board of Directors and authorised for issue on 4 December 2025 and were signed on its behalf by:

Mr M Herrmann - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

(3,947

)

(3,946

)

Changes in equity

Total comprehensive income

-

783

783

Balance at 31 December 2023

1

(3,164

)

(3,163

)

Changes in equity

Total comprehensive income

-

(11,910

)

(11,910

)

Balance at 31 December 2024

1

(15,074

)

(15,073

)

1.	Statutory information

Serafin Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Accounting convention

These financial statements have been prepared in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.

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

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. With the day to day working capital requirements being met through the continued support of the parent company, Serafin Unternehmensgruppe GmbH who are based in Munich, Germany. The parent company has provided written confirmation to this effect. Hence, the directors consider it appropriate to adopt the going concern basis in preparing these financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Turnover is recognised when services have been rendered to the parent company, usually on invoice of the services, it is probable that the associated economic benefits will flow to the company and the amount of turnover can be measured reliably.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment

25-33% straight line

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs, Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from the parent company, are recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

3.	Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Management recharge

Management recharges are levied to Serafin Unternehmensgruppe GmbH, the immediate parent company. The recharge which includes salary and overhead costs, on an agreed cost plus basis, as determined by the directors at the start of the financial year. The mark up is a best estimate by the directors, based on their knowledge of the business, to reflect the market rate for the services provided by the company.

4.	Employees and directors

The average number of employees during the year was 5 (2023 - 5 ) .

5.

Interest payable and similar expenses

2024

2023

£

£

Interest payable

1,619

2,010

6.

Taxation

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

84

Tax - prior years adjustment

(280

)

-

Tax on (loss)/profit

(280

)

84

7.	Tangible fixed assets

Plant and

machinery

etc

£

Cost

At 1 January 2024

2,936

Additions

1,576

At 31 December 2024

4,512

Depreciation

At 1 January 2024

2,399

Charge for year

334

At 31 December 2024

2,733

Net book value

At 31 December 2024

1,779

At 31 December 2023

537

8.

Debtors

2024

2023

£

£

Amounts falling due within one year:

Other debtors

5,107

3,215

Purchase ledger debit balances

-

2,659

Prepayments and accrued income

16,382

446

21,489

6,320

Amounts falling due after more than one year:

Other debtors

10,000

10,000

Aggregate amounts

31,489

16,320

9.

Creditors: amounts falling due within one year

2024

2023

£

£

Trade creditors

5,835

2,369

Amounts owed to group undertakings

58,100

16,481

Tax

-

84

Social security and other taxes

13,300

16,189

Other creditors

2,562

3,024

Accruals and deferred income

14,560

11,117

94,357

49,264

10.	Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

17,500

60,000

Between one and five years

-

17,500

17,500

77,500

11.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary

£1

1

1

12.	Related party transactions

During the year the company entered into transactions with its immediate parent company, Serafin Unternehmensgruppe GmbH, who are based in Munich, Germany.

The company has an outstanding loan balance with the parent company of £58,100 (2023: £16,481). The loan is interest-bearing at 4% and is repayable on demand.

During the year the company made sales to the parent company totalling £5008,961 (2023: £456,000). At the year end, trade balance due from the parent company was £4,961 (2023: £nil).

13.	Parent company

The immediate parent company is Serafin Unternehmensgruppe GmbH, a company incorporated in Germany. The ultimate controlling party is Serafin GmbH.