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Registered number: 11627605 AF CORSE UK LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
AF CORSE UK LTD COMPANY INFORMATION
Directors | Edoardo Daffonchio
| Amato Ferrari
| Paolo Giacchero
| Anca Elena Vieriu
Company secretary | Lea Secretaries Limited
Registered number | 11627605
Registered office | 5th Floor North Side
| 7/10 Chandos Street
| Cavendish Square
| London
| W1G 9DQ
Independent auditors | Sumer Auditco Limited
| Chartered Accountants & Statutory Auditors
| 14th Floor
| 33 Cavendish Square
| London
| W1G 0PW
AF CORSE UK LTD CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 8
Statement of Comprehensive Income | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12
Analysis of Net Debt | 13
Notes to the Financial Statements | 14 - 30
AF CORSE UK LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present the strategic report for the period ended 31st December 2024.
Business review
Overall, during the current year, AF Corse UK Ltd has demonstrated positive business development in both Japan and United States during the reporting period. In Japan, performance was supported by stable market conditions, improved operational efficiencies, and continued investment in technology-driven processes, resulting in steady revenue growth and enhanced margins. In the United States, the Company benefited from strong consumer demand, increased racing activities, and successful expansion initiatives, contributing to higher revenues and improved profitability from this specific market. Overall, the Company diversified geographic presence has strengthened its financial performance, with both regions contributing positively to revenue growth and supporting the Company’s ongoing business expansion strategy, despite the instability arising in the Middle East.
Principal risks and uncertainties
Objectives and policies The Company principal financial instrument is cash. In addition, the Company has various other financial assets and liabilities such as trade receivables and trade payables arising directly from its operations. The main purpose of these financial instruments is to provide working capital for the Company's operations. The main risks arising from the Company's financial instruments are foreign currency risk, liquidity risk and credit risk. Foreign currency risk The Company operates in wider markets: Europe, Asia and USA. Fluctuations in exchange rates between currencies in which the company operates may cause fluctuations in its financial results. The main currencies which may impact the company's operations are the Euro, the Pound Sterling and the US dollar. In order to minimise foreign risk, the company has bank accounts in all these major currencies that it transacts in and, where possible, matches the timing of the settling of sales and purchase invoices. Liquidity risk The company manages liquidity risk by maintaining adequate reserves and banking facilities and by continuously monitoring forecast and actual cash flows. Credit risk The Company trades only with recognised, creditworthy third parties. Customers who wish to trade on credit terms are generally subject to credit verification procedures. In addition, receivables balances are monitored on an ongoing basis with the result that the company's exposure to bad debts has not been significant. Provision is made for doubtful debts where necessary. Page 1
AF CORSE UK LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
| 2024 | 2023 | Variance |
| € | € | % |
Turnover | 38,590,554 | 32,793,216 | 17.68 |
Profit before taxation | 676,190 | (498,480) | 235.65 |
Net assets | 1,023,450 | 1,052,890 | -2.80 |
This report was approved by the board and signed on its behalf.
Paolo Giacchero Director
Date: 10 April 2026
Page 2
AF CORSE UK LTD 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.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make 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 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.
Principal activity
The principal activity of the Company is that of organising racing events.
Results and dividends
The profit for the year, after taxation, amounted to €123,685 (2023 - loss €361,521). During the year, the Company paid dividends of €103,125 (2023: €Nil). The Directors have highlighted in the Strategic Report on page 1 - 2, a review of the current year results, risks and uncertainties and key performance indicators for the Company.
Directors
The Directors who served during the year were:
Edoardo Daffonchio
Amato Ferrari
Paolo Giacchero
Anca Elena Vieriu
Page 3
AF CORSE UK LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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 auditors are 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 auditors are aware of that information.
Auditors
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Paolo Giacchero Director
Date: 10 April 2026
Page 4
AF CORSE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AF CORSE UK LTD
Opinion
We have audited the financial statements of AF CORSE UK LTD (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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. Page 5
AF CORSE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AF CORSE UK LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙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 Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 6
AF CORSE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AF CORSE UK LTD (CONTINUED)
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: In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on thefinancial statements, we have considered: ∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; ∙the nature of the Company, including its management structure and control systems (including the opportunity for management to override such controls); ∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including the Company’s remuneration and bonus policies and performance targets; and ∙the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the entity: ∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation and distributable profits legislation; ∙the timing of the recognition of commercial income; ∙compliance with legislation relating to local employment law ∙management bias in selecting accounting policies and determining estimates; ∙inappropriate journal entries; ∙recoverability of debtors. We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: ∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; ∙enquiries with the same concerning any actual or potential litigation or claims; ∙discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud; ∙assessment of matters reported to management and the result of the subsequent investigation; ∙obtaining an understanding of the relevant controls during the period; ∙obtaining an understanding of the policies and controls over the recognition of income and testing their Page 7
AF CORSE UK LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AF CORSE UK LTD (CONTINUED) implementation during the year; ∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of tangible fixed assets; ∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash; ∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding; ∙reviewing the financial statements for compliance with the relevant disclosure requirements; ∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; ∙reviewing the minutes of Board meetings and correspondence with HMRC; ∙evaluating the underlying business reasons for any unusual transactions; and ∙considered the implementation of controls during the year. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). 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. Andrew Marks, ACA (Senior Statutory Auditor) for and on behalf of Sumer Auditco Limited Chartered Accountants Statutory Auditors 14th Floor 33 Cavendish Square London W1G 0PW 10 April 2026 Page 8
AF CORSE UK LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | € | €
Turnover | 4 | 38,777,654 | 32,793,216
Cost of sales |  | (36,347,127) | (30,523,670)
Gross profit |  | 2,430,527 | 2,269,546
Administrative expenses |  | (1,914,392) | (2,491,098)
Operating profit/(loss) | 5 | 516,135 | (221,552)
Income from shares in group undertakings |  | 1,329,182 | -
Loss on disposal of investments |  | (962,344) | (34,900)
Interest receivable and similar income | 9 | 25 | 816
Interest payable and similar expenses | 10 | (206,808) | (242,844)
Profit/(loss) before tax |  | 676,190 | (498,480)
Tax on profit/(loss) | 11 | (552,505) | 136,959
Profit/(loss) for the financial year |  | 123,685 | (361,521)
There was no other comprehensive income for 2024 (2023:€NIL).
The notes on pages 14 to 30 form part of these financial statements.
Page 9
AF CORSE UK LTD REGISTERED NUMBER: 11627605 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | € |  | €
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 237,875 |  | 43,329
Investments | 14 |  | 1,685,000 |  | 3,285,000
|  |  | 1,922,875 |  | 3,328,329
Current assets |  |  |  |  |
Stocks | 15 | 8,929 |  | 19,870 |
Debtors | 16 | 7,201,176 |  | 6,217,298 |
Cash at bank and in hand | 17 | 6,203,455 |  | 6,292,831 |
|  | 13,413,560 |  | 12,529,999 |
Creditors: amounts falling due within one year | 18 | (6,462,985) |  | (7,005,438) |
Net current assets |  |  | 6,950,575 |  | 5,524,561
Total assets less current liabilities |  |  | 8,873,450 |  | 8,852,890
Creditors: amounts falling due after more than one year | 19 |  | (7,800,000) |  | (7,800,000)
Net assets |  |  | 1,073,450 |  | 1,052,890
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 11,383 |  | 11,383
Profit and loss account | 23 |  | 1,062,067 |  | 1,041,507
|  |  | 1,073,450 |  | 1,052,890
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 April 2026.
Paolo Giacchero
Director
The notes on pages 14 to 30 form part of these financial statements. Page 10
AF CORSE UK LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| € | € | €
At 1 January 2023 | 11,383 | 1,403,028 | 1,414,411
Loss for the year | - | (361,521) | (361,521)
At 1 January 2024 | 11,383 | 1,041,507 | 1,052,890
Profit for the year | - | 123,685 | 123,685
Distributions to owners |  |  |
Dividends: Equity capital | - | (103,125) | (103,125)
At 31 December 2024 | 11,383 | 1,062,067 | 1,073,450
| The notes on pages 14 to 30 form part of these financial statements.
Page 11
AF CORSE UK LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | € | €
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 123,685 | (361,521)
Adjustments for: |  |
Depreciation of tangible assets | 178,779 | 766,244
(Profit)/Loss on disposal of tangible assets | (276,108) | 8,526
Taxation charge / (repayment) | 552,505 | (136,959)
Decrease in stocks | 10,941 | 10,374
(Increase)/decrease in debtors | (1,548,533) | 2,228,228
(Decrease) in creditors | (82,820) | (328,354)
(Decrease)/increase in amounts owed to groups | (400,000) | 400,000
Corporation tax (paid) | (47,483) | (18,408)
Loss on disposal of subsidiaries | 962,344 | 34,900
Net cash (used in) / generated from operating activities | (526,690) | 2,603,030
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (394,216) | (662)
Sale of tangible fixed assets | 296,999 | 312,500
Sales of subsidiaries | 637,656 | 100
Net cash from investing activities | 540,439 | 311,938
Cash flows from financing activities |  |
Other new loans | - | 2,000,000
Dividends paid | (103,125) | -
Net cash (used in) / received from financing activities | (103,125) | 2,000,000
Net (decrease)/increase in cash and cash equivalents | (89,376) | 4,914,968
Cash and cash equivalents at beginning of year | 6,292,831 | 1,377,863
Cash and cash equivalents at the end of year | 6,203,455 | 6,292,831
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 6,203,455 | 6,292,831
| 6,203,455 | 6,292,831
The notes on pages 14 to 30 form part of these financial statements.
Page 12
AF CORSE UK LTD ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
| At 1 January 2024 | Cash flows | At 31 December 2024
| € | € | €
Cash at bank and in hand | 6,292,831 | (89,376) | 6,203,455
Debt due after 1 year | (7,800,000) | - | (7,800,000)
| (1,507,169) | (89,376) | (1,596,545)
The notes on pages 14 to 30 form part of these financial statements.
Page 13
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
The company is a private company limited by shares and is incorporated in England and Wales, with registration number 11627605. The address of its registered office is 5th Floor North Side, 7/10 Chandos Street, Cavendish Square, London, United Kingdom, W1G 9DQ. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Euros. 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'. Page 14
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
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.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 15
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.10 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 16
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 20%
|  |  |  | Motor vehicles | - | 2 years
|  |  |  | Fixtures and fittings and equipment | - | 20%
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.11 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.12 | Associates and joint ventures
Associates and Joint Ventures are held at cost less impairment.
| 2.13 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.14 | Debtors
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.
| 2.15 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management. Page 17
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Creditors
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.
| 2.17 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments. 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. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Page 18
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
| 2.18 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 19
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements in compliance with FRS 102 requires the directors to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historicalc experience and other factors that are considered to be relevant. Depreciation The directors exercise judgement in the determination of the useful economic lives and residual value of all classes of fixed assests. These assets are then depreciated over their useful economic lives ot their residual balances. Impairment on investments in associates Determining whether the investments in associates are impaired requires a comparison between the underlying net assets of the associates and the carrying value of those investments. An impairment will been recognised if the directors have concluded that the recoverable amount of the associate is lower than its carrying amount. The recoverable amount will been assessed with reference to the associate’s current financial position and expected future performance.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Rendering of services | 25,884,239 | 25,055,338
| Advertising and sponsorship | 12,300,629 | 7,452,836
| EU VAT refund/other income prizes | 592,786 | 285,042
|  | 38,777,654 | 32,793,216
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| United Kingdom | 1,547,894 | 1,337,963
| Rest of Europe | 25,620,560 | 23,778,361
| Rest of the world | 11,609,200 | 7,676,892
|  | 38,777,654 | 32,793,216
Page 20
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Depreciation of tangible fixed assets | 178,779 | 766,244
| Exchange differences | 55,370 | 161,541
| Other operating lease rentals | 412,612 | 536,417
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 20,000 | 30,000
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Wages and salaries | 115,866 | 81,460
| Social security costs | 2,199 | 1,464
| Cost of defined contribution scheme | 2,434 | 2,175
|  | 120,499 | 85,099
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Administration | 2 | 2
|  | Management | 4 | 3
|  |  | 6 | 5
Page 21
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Directors' emoluments | 20,005 | 5,642
|  | 20,005 | 5,642
9. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Other interest receivable | 25 | 816
|  | 25 | 816
10. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Bank interest payable | 206,808 | 242,844
|  | 206,808 | 242,844
Page 22
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Corporation tax |  |
| Current tax on profits for the year | - | 59,633
|  | - | 59,633
| Foreign tax |  |
| Foreign tax on income for the year | 462,505 | 18,408
|  | 462,505 | 18,408
| Total current tax | 462,505 | 78,041
| Deferred tax |  |
| Origination and reversal of timing differences | 90,000 | (215,000)
| Total deferred tax | 90,000 | (215,000)
|  | 552,505 | (136,959)
Page 23
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - effective rate of tax 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Profit/(loss) on ordinary activities before tax | 676,190 | (498,480)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - effective rate of tax 23.5%) | 169,048 | (117,143)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 254,941 | 10,989
| Capital allowances for year in excess of depreciation | (72,572) | 191,328
| Utilisation of tax losses | - | (27,241)
| Short-term timing difference on deferred capital allowances | 90,000 | (215,000)
| Other timing differences leading to an increase (decrease) in taxation | (69,027) | -
| Non-taxable income | (332,296) | -
| Loss on disposal of fixed assets | - | 2,004
| Unrelieved tax losses carried forward | 49,906 | -
| Overeas Withholding Tax | 462,505 | 18,408
| Marginal relief | - | (304)
| Total tax charge for the year | 552,505 | (136,959)
12. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Dividends paid | 103,125 | -
|  | 103,125 | -
Page 24
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Tangible fixed assets
|  | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | € | € | € | €
| Cost or valuation |  |  |  |
| At 1 January 2024 | 62,204 | 4,684,771 | 216,445 | 4,963,420
| Additions | - | 394,216 | - | 394,216
| Disposals | - | (4,699,776) | - | (4,699,776)
| At 31 December 2024 | 62,204 | 379,211 | 216,445 | 657,860
| Depreciation |  |  |  |
| At 1 January 2024 | 61,376 | 4,652,006 | 206,709 | 4,920,091
| Charge for the year on owned assets | 801 | 168,675 | 9,303 | 178,779
| Disposals | - | (4,678,885) | - | (4,678,885)
| At 31 December 2024 | 62,177 | 141,796 | 216,012 | 419,985
| Net book value |  |  |  |
| At 31 December 2024 | 27 | 237,415 | 433 | 237,875
| At 31 December 2023 | 828 | 32,765 | 9,736 | 43,329
Page 25
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Fixed asset investments
|  | Investments in subsidiary companies | Investments in associates | Total
|  | € | € | €
| Cost or valuation |  |  |
| At 1 January 2024 | 3,285,000 | - | 3,285,000
| Disposals | (1,600,000) | - | (1,600,000)
| Reclassification from subsidiary to associate | (1,685,000) | 1,685,000 | -
| At 31 December 2024 | - | 1,685,000 | 1,685,000
| Net book value |  |  |
| At 31 December 2024 | - | 1,685,000 | 1,685,000
| At 31 December 2023 | 3,285,000 | - | 3,285,000
| During the year, the Company disposed of an 100% wholly owned subsidiary, Spirit of Race SA. As a result, the Company lost its control over its indirect subsidiary, AF Corse Srl and its investment in this company was reclassified from investment in subsidiaries to investment in associates.
15. | Stocks
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Tyre stock | 8,929 | 19,870
|  | 8,929 | 19,870
Page 26
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Due after more than one year |  |
| Other debtors | 126,094 | 119,014
|  | 126,094 | 119,014
| Due within one year |  |
| Trade debtors | 2,489,751 | 2,245,501
| Amounts owed by group undertakings | - | 1,000,000
| Amounts owed by joint ventures and associated undertakings | 1,000,000 | -
| Other debtors | 1,102,774 | 332,997
| Prepayments and accrued income | 2,357,557 | 2,304,786
| Deferred taxation | 125,000 | 215,000
|  | 7,201,176 | 6,217,298
17. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Cash at bank and in hand | 6,203,455 | 6,292,831
|  | 6,203,455 | 6,292,831
18. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Trade creditors | 3,826,315 | 3,523,547
| Amounts owed to group undertakings | - | 400,000
| Corporation tax | - | 59,633
| Other taxation and social security | 4,076 | 1,804
| Other creditors | 9,162 | 17,912
| Accruals and deferred income | 2,623,432 | 3,002,542
|  | 6,462,985 | 7,005,438
Page 27
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
19. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Bank loans | 2,000,000 | 2,000,000
| Other loans | 5,800,000 | 5,800,000
|  | 7,800,000 | 7,800,000
| Details of security provided:
The other loan of €5.8m (2023: €5.8M) is secured via a guarantee provided by the shareholders over the shares of the Company.
20. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Amounts falling due 2-5 years |  |
| Bank loans | 2,000,000 | 2,000,000
| Other loans | - | 5,800,000
| Amounts falling due after more than 5 years |  |
| Other loans | 5,800,000 | -
|  | 7,800,000 | 7,800,000
21. | Deferred taxation
|  | 2024 | 2023
|  | € | €
| At beginning of year | 215,000 | -
| Charged to profit or loss | (90,000) | 215,000
| At end of year | 125,000 | 215,000
Page 28
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 21.Deferred taxation (continued)
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Deferred capital allowances | 125,000 | 215,000
|  | 125,000 | 215,000
22. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
|  | Allotted, called up and fully paid |  |
|  | 10,000 (2023 - 10,000) Ordinary shares of £1.00 each | 11,383 | 11,383
23. | Reserves
Profit and loss account Includes all current and prior period retained profits and losses.
24. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to €2,434 (2023 - €2,175) . Contributions totalling €485 (2023 - €466) were payable to the fund at the balance sheet date and are included in creditors.
25. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | € | €
| Not later than 1 year | 226,464 | -
| Later than 1 year and not later than 5 years | 693,663 | -
|  | 920,127 | -
Page 29
AF CORSE UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
26. | Related party transactions
| During the year, the company purchased service of €6,460,969 (2023: €7,649,685), from an associate company. All transaction were occured at arm's length basis. At the balacne sheet date , the following amounts were owed by/(due to) related parties:
|  | 2024 | 2023
|  | € | €
| An associate company | 439,031 | -
| A subsidiary undertaking | - | (717,672)
|  | 439,031 | (717,672)
| During the year, the Company sold an 100% owned subsidary to one of directors for €637,656. At the balance sheet date, among other debtors, there was a balance of €637,656 (2023: €82,501) to a director. The balance is interest free and repayable on demand.
27. | Controlling party
The ultimate controlling party is Amato Ferrari by virtue of his shareholding.
Page 30