REGISTERED NUMBER: 13772270 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TODINI UK LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

A Frattini

C P D Murez

REGISTERED OFFICE:

Ground Floor Annex

Locke King House

2 Balfour Road

Weybridge

Surrey

KT13 8HD

REGISTERED NUMBER:

13772270 (England and Wales)

AUDITORS:

RJP LLP

Chartered Certified Accountants &

Statutory Auditors

Ground Floor

Egerton House

68 Baker Street

Weybridge

Surrey

KT13 8AL

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 the distribution of metals and chemical products.

REVIEW OF BUSINESS

The profit for the period, after taxation, amounted to £119,697 (2023 - £114,070 loss).

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

A Frattini

C P D Murez

GOING CONCERN

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

FINANCIAL RISK MANAGEMENT

Liquidity risk:

The objective of the company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due.

Foreign exchange:

The company has minimal foreign exchange risk as the majority of the transactions are in local currency.

SMALL COMPANIES' EXEMPTION

The directors have taken advantage of the small companies exemption provided by Section 414B of the Companies Act 2006 and have not prepared a Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

A Frattini - Director

12 December 2025

Qualified opinion

We have audited the financial statements of Todini UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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, except for the effect of the matter described in the Basis for qualified opinion section of our report, the financial statements:

-

give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

We were not reappointed as auditors of the company until after 31 December 2024 and thus did not observe the counting of physical stocks at the end of the year. We were unable to satisfy ourselves by alternative means concerning the stock quantities held at 31 December 2024, which are stated in the balance sheet at £2,645,073.

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 qualified 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 Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 a Report of the Auditors 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.

Based on our understanding and accumulated knowledge of the company and the sector in which it operates we considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud and whether such actions or non-compliance might have a material effect on the financial statements. These included but were not limited to those that relate to the form and content of the financial statements, such as the company accounting policies, UK accounting standards and UK Companies Act 2006. All team members were briefed to ensure they were aware of any relevant regulations in relation to their work.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting inappropriate journal entries, management bias in accounting estimates and improper revenue recognition associated with period-end cut-off. Our audit procedures included, but were not limited to:

-

Agreement of the financial statements to underlying supporting documentation;

-

Challenging assumptions and judgements made by management in their significant accounting estimates; in particular in relation to accrued and deferred income

-

Revenue period-end cut-off procedures;

-

Identifying and testing journal entries;

-

Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; and

-

Obtaining an understanding of the control environment in monitoring compliance with laws and regulations.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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/auditors responsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Simon Paterson (Senior Statutory Auditor)

for and on behalf of RJP LLP

Chartered Certified Accountants &

Statutory Auditors

Ground Floor

Egerton House

68 Baker Street

Weybridge

Surrey

KT13 8AL

15 December 2025

TURNOVER

15,054,795

-

Cost of sales

14,589,875

-

GROSS PROFIT

464,920

-

Administrative expenses

344,248

114,130

120,672

(114,130

)

Other operating income

22,681

3

OPERATING PROFIT/(LOSS)

4

143,353

(114,127

)

Interest receivable and similar income

1,407

59

144,760

(114,068

)

Interest payable and similar expenses

5

25,063

2

PROFIT/(LOSS) BEFORE TAXATION

119,697

(114,070

)

Tax on profit/(loss)

6

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

119,697

(114,070

)

PROFIT/(LOSS) FOR THE YEAR

119,697

(114,070

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

119,697

(114,070

)

FIXED ASSETS

Tangible assets

7

6,347

7,695

CURRENT ASSETS

Stocks

8

2,642,796

-

Debtors

9

1,721,646

22,081

Cash at bank

960,694

372,112

5,325,136

394,193

CREDITORS

Amounts falling due within one year

10

4,854,126

44,228

NET CURRENT ASSETS

471,010

349,965

TOTAL ASSETS LESS CURRENT LIABILITIES

477,357

357,660

CAPITAL AND RESERVES

Called up share capital

13

500,000

500,000

Retained earnings

14

(22,643

)

(142,340

)

SHAREHOLDERS' FUNDS

477,357

357,660

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

A Frattini - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

500,000

(28,270

)

471,730

Changes in equity

Total comprehensive income

-

(114,070

)

(114,070

)

Balance at 31 December 2023

500,000

(142,340

)

357,660

Changes in equity

Total comprehensive income

-

119,697

119,697

Balance at 31 December 2024

500,000

(22,643

)

477,357

1.	STATUTORY INFORMATION

Todini UK 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.

The principal activity of the company is the distribution of metals and chemical products.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. No critical judgements have been applied to these financial statements.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

The company has taken advantage of these exemptions on the basis that it meets the definition of a qualifying entity and its parent company, Umicore SA, includes the necessary disclosures in its consolidated financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and value added tax.

Turnover is recognised when goods are dispatched to the company's customers.

Tangible fixed assets

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

Fixtures and fittings

-

10% on cost

Computer equipment

-

25% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

The cost of stock consists of the invoiced price of goods and delivery charges incurred.

Net realisable value is based on the estimated selling price.

Financial instruments

i. Financial assets

The company's financial assets comprise stock, trade debtors, other debtors and cash at bank and in hand. Management determines the classification of its financial assets at initial recognition.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They are recognised at fair value and subsequently measured at amortised cost.

Cash at bank and in hand comprise deposits with banks and cash in hand.

ii. Financial liabilities

Basic financial liabilities, including bank overdrafts, trade and other payables are initially recognised at transaction price.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currency

i. Functional and presentation currency

The company's functional and presentational currency is the GBP. Monetary amounts in these financial statements are rounded to the nearest £1.

ii. Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the date 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.

Operating lease commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Interest receivable

Bank interest income is recognised in the profit and loss account using the effective interest method.

Interest payable

Bank interest expense is recognised using the effective interest rate method. In calculating interest expense, the effective interest rate is applied to the amortised cost of the liability.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

3.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

169,699

51,269

Social security costs

13,787

479

Other pension costs

18,142

4,114

201,628

55,862

The average number of employees during the year was as follows:

31.12.24

31.12.23

Staff

3

1

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Other operating leases

25,560

8,012

Depreciation - owned assets

1,348

261

Foreign exchange differences

(22,681

)

(3

)

Fees payable to the company's auditors for the audit of the company's financial statements

12,000

5,000

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Bank interest

25,063

2

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

Profit/(loss) before tax

119,697

(114,070

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

29,924

(26,806

)

Effects of:

Movement in tax not recognised on deferred tax asset

(29,924

)

26,806

Total tax charge

-

-

7.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

4,270

3,686

7,956

DEPRECIATION

At 1 January 2024

107

154

261

Charge for year

427

921

1,348

At 31 December 2024

534

1,075

1,609

NET BOOK VALUE

At 31 December 2024

3,736

2,611

6,347

At 31 December 2023

4,163

3,532

7,695

8.

STOCKS

31.12.24

31.12.23

£

£

Stocks

2,642,796

-

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

1,670,287

-

Other debtors

4,077

4,077

VAT

-

13,097

Prepayments and accrued income

47,282

4,907

1,721,646

22,081

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts (see note 11)

1,183,889

-

Trade creditors

42,862

3,920

Amounts owed to group undertakings

3,022,996

3,224

VAT

540,969

-

Other creditors

311

8,627

Accrued expenses

63,099

28,457

4,854,126

44,228

11.

LOANS

An analysis of the maturity of loans is given below:

31.12.24

31.12.23

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

1,183,889

-

12.	LEASING AGREEMENTS

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

31.12.24

31.12.23

£

£

Within one year

13,566

18,653

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

500,000

Ordinary

£1.00

500,000

500,000

14.

RESERVES

Retained

earnings

£

At 1 January 2024

(142,340

)

Profit for the year

119,697

At 31 December 2024

(22,643

)

15.	IMMEDIATE AND ULTIMATE CONTROLLING PARTY

The company's immediate and ultimate parent undertaking and controlling party is Umicore SA, a company incorporated in Belgium.

The smallest and largest group in which the results of the company are consolidated is Umicore SA. Copies of Umicore SA consolidated financial statements can be obtained from the website of Umicore SA, www.umicore.com