WPG UK Holdco Limited - Period Ending 2024-12-31

Registration number: 11855945

WPG UK Holdco Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2024

WPG UK Holdco Limited

Contents

Company Information	1
Directors' Report	2
Statement of Directors' Responsibilities	3
Independent Auditor's Report	4 to 7
Profit and Loss Account	8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 to 19

WPG UK Holdco Limited

Company Information

Directors

A Porter

M Storchi

Mr S Palmieri

Registered office

Powertrain Services
Higher Woodcroft
Leek
Staffordshire
ST13 5QF

Auditors

Harts Limited Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

WPG UK Holdco Limited

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Small company provisions

This report has been prepared in accordance with the provisions applicable to companies entitled to small companies exemptions. The company has taken the small companies exemption to not disclose the strategic report.

Directors' of the company

The directors, who held office during the year, were as follows:

A Porter

M Storchi

Mr S Palmieri

Principal activity

The principal activity of the company is holding company

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the board on 30 September 2025 and signed on its behalf by:

.........................................
A Porter
Director

WPG UK Holdco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and
•	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.

WPG UK Holdco Limited

Independent Auditor's Report to the Members of WPG UK Holdco Limited

Opinion

We have audited the financial statements of WPG UK Holdco Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Statement of 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework', in accordance with the provisions applicable to companies entitled to small companies exemptions.

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 auditor 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.

Emphasis of matter

We draw attention to note 2 of the financial statements where it is indicated that the financial statements have not been prepared on a going concern basis since it is the intention of Management to liquidate the Company as soon as the liquidation arrangements can be made. Our opinion is not qualified in respect of this matter.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

WPG UK Holdco Limited

Independent Auditor's Report to the Members of WPG UK Holdco Limited

Opinion on other matter 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 our 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 provisions applicable to companies entitled to small companies exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 3], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

WPG UK Holdco Limited

Independent Auditor's Report to the Members of WPG UK Holdco Limited

•	the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
•	we identified the laws and regulations applicable to the company through discussions with directors and other management;
•	we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, employment, Environmental Agency and health and safety legislation;
•	we assessed the extent of compliance with the laws and regulations through making enquiries of management and reviewing legal and professional fee invoices.
	We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
•	making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
•	considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
	To address the risk of fraud through management bias and override of controls, we:
•	performed analytical procedures to identify any unusual or unexpected relationships;
•	tested journal entries posted during the period and at the period end to identify unusual transactions; and
•	investigated the rationale behind significant or unusual transactions.
	In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
•	agreeing financial statement disclosures to underlying supporting documentation;
•	enquiring of management as to actual and potential litigation and claims;
•	reviewing correspondence and agreements with HMRC;
•	reviewing legal and professional fees incurred during the period to identify any potential indications of non-compliance with laws and regulations
	There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
	Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 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.

WPG UK Holdco Limited

Independent Auditor's Report to the Members of WPG UK Holdco Limited

......................................
Melissa Bowers FCCA (Senior Statutory Auditor)
For and on behalf of Harts Limited, Statutory Auditor
Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

30 September 2025

WPG UK Holdco Limited

Profit and Loss Account for the Year Ended 31 December 2024

	Note	2024 £	2023 £
Turnover	4	-	17,884,739
Administrative expenses		(13,602)	(2,885,027)
Operating (loss)/profit	6	(13,602)	14,999,712
Interest receivable and similar income	7	809,856	313,231
Interest payable and similar expenses	8	(933,096)	(59,875)
		(123,240)	253,356
(Loss)/profit before tax		(136,842)	15,253,068
Tax on (loss)/profit	9	(82,538)	-
(Loss)/profit for the year		(219,380)	15,253,068

The above results were derived from continuing operations.

WPG UK Holdco Limited

Statement of Comprehensive Income for the Year Ended 31 December 2024

	2024 £	2023 £
(Loss)/profit for the year	(219,380)	15,253,068
Total comprehensive income for the year	(219,380)	15,253,068

WPG UK Holdco Limited

(Registration number: 11855945)
Balance Sheet as at 31 December 2024

	Note	31 December 2024 £	31 December 2023 £
Fixed assets
Investments	10	91,117	91,117
Trade and other debtors	11	-	18,083,000
		91,117	18,174,117
Current assets
Trade and other debtors	11	2,675,355	21,060
Cash at bank and in hand	12	161,418	158,702
		2,836,773	179,762
Creditors: Amounts falling due within one year	13	(14,662)	(21,262)
Net current assets		2,822,111	158,500
Net assets		2,913,228	18,332,617
Capital and reserves
Called up share capital	14	102,048	102,048
Share premium reserve		2,991,071	2,991,071
Retained earnings		(179,891)	15,239,498
Shareholders' funds		2,913,228	18,332,617

These accounts have been prepared in accordance with the provisions applicable to companies entitled to small companies exemptions.

Approved by the board on 30 September 2025 and signed on its behalf by:

.........................................
A Porter
Director

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated and domiciled in England and Wales.

The address of its registered office is:
Powertrain Services
Higher Woodcroft
Leek
Staffordshire
ST13 5QF
England

These financial statements were authorised for issue by the board on 30 September 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework", the Companies Act 2006 and the requirements of FRC's Ethical Standard.

The financial statements have been prepared under the historical cost convention.

The functional and presentation of the company is GBP.

Summary of disclosure exemptions

In these financial statements, the company has taken advantage of the exemptions available under FRS 101 in respect of the following disclosures:

•	IFRS 7 - ‘Financial instruments: Disclosures’.

•	Paragraphs 91 to 99 of IFRS 13 - ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities).

•

The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 - ‘Revenue from Contracts with Customers’ (disaggregation of revenue, significant changes in contract assets and liabilities, details on transaction price allocation, timing of the satisfaction of performance obligations and significant judgements made in the application of IFRS 15).

•	The requirements of paragraph 52 [lessee], the second sentence of paragraph 89, and paragraphs 90, 91 and 93 [lessor] of IFRS 16 - ‘Leases’ (lessee disclosures and lessor disclosures in relation to finance leases and lease income on operating leases).

•	Paragraph 38 of IAS 1 - ‘Presentation of financial statements’ (comparative information requirements in respect of):

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

•	The following paragraphs of IAS 1 - ‘Presentation of financial statements’ (removing the requirement to present):

•	IAS 7 - ‘Statement of cash flows’.

•	Paragraphs 30 and 31 of IAS 8 - ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective).

•	Paragraph 17 of IAS 24 - ‘Related party disclosures’ (key management compensation).

•	The requirements in IAS 24, ‘Related party disclosures’ (to disclose related party transactions entered into between two or more members of a group).

•	The requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36, 'Impairment of Assets'

Going concern

The financial statements have not been prepared on a going concern basis since it is the intention of Management to liquidate the Company as soon as the liquidation arrangements can be made.

Exemption from preparing group accounts

The financial statements contain information about WPG UK Holdco Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The company is exempt under section of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Comer Industries S.p.A, a company incorporated in Italy.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 January 2024 have had a material effect on the financial statements.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Revenue is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date ofthe transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the
respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing o n
the initial transaction dates.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Investments

Investments in securities are classified on initial recognition as available-for-sale and are carried at fair value, except where their fair value cannot be measured reliably, in which case they are carried at cost, less any impairment.

Unrealised holding gains and losses other than impairments are recognised in other comprehensive income. On maturity or disposal, net gains and losses previously deferred in accumulated other comprehensive income are recognised in income.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade debtors

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

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 classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the company’s financial statements in the period in which the dividends are approved by the company’s shareholders.

3	Employee numbers

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

	2024 No.	2023 No.
Other departments	3	3
	3	3

4

Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

	2024 £	2023 £
Dividends received	-	17,884,739

5	Other gains and losses

The analysis of the company's other gains and losses for the year is as follows:

	2024 £	2023 £
Gain or loss from disposals of investments	-	(2,861,079)

6	Operating (loss)/profit

Arrived at after charging/(crediting)

	2024 £	2023 £
Foreign exchange losses/(gains)	933,096	(72,872)

7	Interest receivable and similar income

	2024 £	2023 £
Interest income on intercompany loans	807,730	239,722
Interest income on bank deposits	2,126	637
Other finance income	-	72,872
	809,856	313,231

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

8	Interest payable and similar expenses

	2024 £	2023 £
Interest paid to group undertakings	-	59,875
Foreign exchange gains	933,096	-
	933,096	59,875

9	Income tax

Tax charged/(credited) in the profit and loss account

	2024 £	2023 £
Foreign tax	82,538	-

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25%.

The differences are reconciled below:

	2024 £	2023 £
(Loss)/profit before tax	(136,842)	15,253,068
Corporation tax at standard rate	(34,211)	3,587,522
Tax decrease from utilisation of tax losses	-	(1,954)
Decrease (increase) from effect of revenues exempt from taxation	-	(4,206,492)
Increase (decrease) from effect of unrelieved losses on disposal operations	-	672,928
Increase (decrease) arising from group relief tax reconciliation	-	(52,004)
Increase (decrease) from effect of unrelieved tax losses carried forward	34,211	-
Total tax charge/(credit)	-	-

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

10	Investments

Subsidiaries	£
Cost or valuation
At 1 January 2024	91,117
At 31 December 2024	91,117
Provision
At 31 December 2024 and 31 December 2020	-
Carrying amount
At 31 December 2024	91,117
At 31 December 2023	91,117

Details of the subsidiaries as at 31 December 2024 are as follows:

Name of subsidiary

Principal activity

Registered office

Holding

Proportion of ownership interest and voting rights held
2024

2023

Powertrain Services UK Limited

Holding Company

Higher Woodcroft, Leek, Staffordshire. ST13 5QF

England and Wales

Ordinary shares

100%

Significant judgments and estimates
The Directors form a judgement as to the carrying value of the investments and whether any impairment is required. This requires estimation of the cash flows the investment will generate in the future. Following an annual impairment review of investments in subsidiaries, management have concluded no impairments are required as each of the Company's investments is supported by its underlying net assets or value in use based on
their estimate of discounted future cash flows.

11	Trade and other debtors

Trade and other debtors falling due within one year	31 December 2024 £	31 December 2023 £
Loans to related parties	2,675,355	21,060

Trade and other debtors falling due after more than one year	31 December 2024 £	31 December 2023 £
Debtors from related parties	-	18,083,000

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

12	Cash at bank and in hand

	31 December 2024 £	31 December 2023 £
Cash at bank	161,418	158,702

13	Creditors: amounts falling due within one year

	31 December 2024 £	31 December 2023 £
Accrued expenses	14,662	21,262

14

Share capital

Allotted, called up and fully paid shares

	31 December 2024		31 December 2023
	No.	£	No.	£
Ordinary shares of £0.01 each	10,204,978	102,050	10,204,978	102,050

The shares have full voting, dividend and capital distribution rights. There are no restrictions on the distribution of dividends.

15	Parent of group in whose consolidated financial statements the company is consolidated

The name of the parent of the group in whose consolidated financial statements the company's financial statements are consolidated is Comer Industries S.p.A.

These financial statements are available upon request from Via Magellano 27, 42046 Reggiolo (RE), Italy.

16	Parent and ultimate parent undertaking

The company's immediate parent is Comer Industries S.p.A.

The most senior parent entity producing publicly available financial statements is Comer Industries S.p.A. These financial statements are available upon request from Via Magellano 27, 42046 Reggiolo (RE), Italy

WPG UK Holdco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Relationship between entity and parents

The parent of the largest group in which these financial statements are consolidated is Comer Industries S.p.A, incorporated in Italy.

The address of Comer Industries S.p.A is:
Via Magellano 27, 42046 Reggiolo (RE), Italy

The parent of the smallest group in which these financial statements are consolidated is Comer Industries S.p.A, incorporated in Italy.

The address of Comer Industries S.p.A is:
Via Magellano 27, 42046 Reggiolo (RE), Italy

	Share capital £	Share premium £	Retained earnings £	Total £
At 1 January 2024	102,048	2,991,071	15,239,498	18,332,617
Loss for the year	-	-	(219,380)	(219,380)
Total comprehensive income	-	-	(219,380)	(219,380)
Dividends	-	-	(15,200,009)	(15,200,009)
At 31 December 2024	102,048	2,991,071	(179,891)	2,913,228