Zucchetti UK Limited

(Registration number: 03146555)
Balance Sheet as at 31 December 2025

	Note	2025 £	2024 £
Fixed assets
Tangible assets	5	86,981	83,643
Current assets
Stocks	7	61,116	141,246
Debtors	8	645,435	807,135
Cash at bank and in hand		146,951	774,170
		853,502	1,722,551
Creditors: Amounts falling due within one year	9	(1,276,512)	(1,460,999)
Net current (liabilities)/assets		(423,010)	261,552
Net (liabilities)/assets		(336,029)	345,195
Capital and reserves
Called up share capital		11,111	11,111
Share premium reserve		448,889	448,889
Profit and loss account		(796,029)	(114,805)
Total equity		(336,029)	345,195

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 12 June 2026 and signed on its behalf by:
 

......................................... J Dowbiggin Director

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1	Statutory information

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

The address of its registered office is:
Proximity House
Pixash Lane
Keynsham
Bristol
BS31 1TP

2	Accounting policies

Summary of significant accounting policies

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.

Statement of compliance

These financial statements have been prepared in compliance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

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

Going concern

The directors have reviewed forecasts and budgets for forthcoming periods. These forecasts take account of reasonably possible changes in trading performance and the estimated impacts of wider economic uncertainties. Based on these forecasts, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the 12-month period following the approval of these financial statements. Therefore, the Board continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2	Accounting policies (continued)

Revenue recognition

Turnover 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. Turnover is shown net of value added tax, returns, rebates and discounts.

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's activities.

Revenue from the sale of goods and hardware is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, which is usually at the point in time when the goods have been delivered.

Revenue from the sale of software licences is recognised straight-line over the duration of the licence period, commencing from the activation date.

Revenue earned from the rental of equipment is recognised straight-line on a monthly basis over the period of the rental agreement.

Revenue earned from ad-hoc training, installation and other support work is recognised in arrears once the work has been completed.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency of the entity at the rates prevailing on the reporting period date.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated. Foreign exchange gains and losses are taken to profit or loss and classified within Administrative expenses.

Tax

The tax expense represents the sum of the current tax expense and deferred tax expense. 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.

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2	Accounting policies (continued)

Deferred tax
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Plant and Equipment	25% on cost
Furniture, fittings and equipment	25% on cost
Motor vehicles	33% on cost

Business combinations

Subsequent to the acquisition, on 1 December 2022, the company received the acquired net assets and business of DS Data Systems (UK) Limited through a distribution in kind in accordance with section 845 of the Companies Act 2006.

On 22 December 2023, the company sold its 100% holding in Systopia International Inc. to Zucchetti North America LLC (a fellow subsidiary within the same group) for a consideration of $500,000, to be paid on or before 31 January 2024. This business combination involved the transfer of a business from one group entity to another, where both are under common control, and therefore has been accounted for as a group reconstruction. The £393,042 difference between the consideration received and the book value of the net assets disposed of has been recognised within equity as a capital contribution from the common parent company.

Research and development costs

Research and development costs are written off to profit or loss in the year incurred.

Investments

Subsidiaries are measured at cost less provision for impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits.

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2	Accounting policies (continued)

Trade debtors

Trade debtors are recognised initially at the transaction price. They are subsequently measured less provision for impairment. A provision for the impairment of trade debtors 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.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Trade creditors

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

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital and capital contributions

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.

Dividends

Dividend distributions to the company’s shareholders are recognised as a liability in the reporting period in which the dividends are declared.

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2	Accounting policies (continued)

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Employee benefits
The costs of short-term employee benefits, including the cost of any unused holiday entitlement, are recognised as an expense in the period in which the employees' services are received.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 32 (2024 - 32).

4	Tax Losses and Unrecognised DTA

The Company has cumulative tax losses of £1,208,412 available to be carried forward against future taxable profits. These losses were generated as follows:

•	Year 2022: £117,922

•	Year 2023: £nil

•	Year 2024: £408,505

•	Year 2025: £681,985

These cumulative tax trading losses are available to be used against future total profits of UK group companies, subject to the annual restriction of £5 million deductions allowance plus 50% of the profits in excess of the deductions allowance).

A deferred tax asset (DTA) of £302,103 (calculated by applying the tax rate of 25% to the total losses carried forward) has not been recognised in these financial statements, as there is currently no reasonable certainty that this asset will be recovered in the foreseeable future.

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

5	Tangible fixed assets

	Furniture, fittings and equipment  £	Motor vehicles  £	Plant and equipment  £	Total £
Cost
At 1 January 2025	111,574	6,895	258,699	377,168
Additions	13,323	-	43,448	56,771
Disposals	-	-	(78,380)	(78,380)
At 31 December 2025	124,897	6,895	223,767	355,559
Depreciation
At 1 January 2025	81,046	6,895	205,584	293,525
Charge for the year	14,885	-	32,697	47,582
Eliminated on disposal	-	-	(72,529)	(72,529)
At 31 December 2025	95,931	6,895	165,752	268,578
Carrying amount
At 31 December 2025	28,966	-	58,015	86,981
At 31 December 2024	30,528	-	53,115	83,643

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

6	Investments

Details of undertakings

Details of the investments are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2025	2024

Subsidiary undertakings
Systopia India Private Limited	India	Ordinary	0%	0%

The principal activity of Systopia India Private Limited is software and equipment sales. The subsidiary’s principal address is Flat No.604, O-Block, Quartz-Rainbow, Vista, Hari Ramhills, Moosapet, Kukatpally, Hyderbad-500018, Telngana, India. The subsidiary was voluntarily dissolved on 24 May 2024.

7

Stocks

	2025 £	2024 £
Finished goods and components	61,116	141,246

8	Debtors: amounts falling due within one year

	Note	2025 £	2024 £
Trade debtors		530,853	638,379
Amounts owed by group undertakings	13	34,646	51,979
Other debtors		3,271	17,940
Prepayments and accrued income		76,665	80,210
Tax Debtor		-	18,627
		645,435	807,135

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

9

Creditors

	Note	2025 £	2024 £
Trade creditors		116,408	185,991
Amounts due to group undertakings	13	46,322	43,279
Social security and other taxes		132,665	151,475
Other creditors		1,732	-
Accruals and deferred income		979,385	1,080,254
		1,276,512	1,460,999

10	Share capital

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary shares of £0.01 each	1,111,111	11,111.11	1,111,111	11,111.11

11	Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

	2025 £	2024 £
Not later than one year	152,224	145,560
Later than one year and not later than five years	159,632	260,000
	311,856	405,560

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

12

Dividends

Final dividends paid

	2025 £	2024 £
Final dividend of £0 (2024 - £0.45) per each Ordinary share	-	500,000

13	Related party transactions

Transactions with directors

Included within administrative expenses are rental costs of £130,000 (2024: £100,893) payable to a director in respect of the company’s lease of its UK office.

14	Post balance sheet events

Since the end of the financial year, the parent company (Zucchetti S.p.A.) has provided an interest‑bearing loan of £102,678.57 (€115,000) to Zucchetti UK Limited. The loan is repayable on demand and bears interest at a variable rate based on 3‑month Euribor (subject to a zero floor) plus a margin of 1.80%. In the event of late repayment, a higher default interest rate applies (12‑month Euribor plus 5.00%).

15	Parent and ultimate parent undertaking

The Company's parent undertaking is Zucchetti Spa., which was incorporated in Italy.

The Company's ultimate parent, and the parent of the smallest group in which these financial statements are consolidated, is Zucchetti Group Spa., which was also incorporated in Italy.

The address of both Zucchetti Spa. and Zucchetti Group Spa. is:
Via Solferino 1 Lodi, Lodi, 26900, Italy

Zucchetti UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

16	Audit report

As the profit and loss account has been omitted from the filing copy of the financial statements the following information is in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

• The Independent Auditor's Report was unqualified.
• The name of the Senior Statutory Auditor who signed the audit report on 12 June 2026 was David Wright BSc FCA.
• The auditor was Corrigan Accountants Limited.