REGISTERED NUMBER: 03047921 (England and Wales)

GNUTTI CARLO UK LTD

STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Strategic Report

2

to

3

Report of the Director

4

Report of the Independent Auditors

5

to

7

Income Statement

8

Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

to

22

DIRECTOR:

M Lerici

REGISTERED OFFICE:

Office 20

Fairfield Enterprise Centre, Lincoln Way

Fairfield Industrial Estate

Louth

Lincolnshire

LN11 0LS

REGISTERED NUMBER:

03047921 (England and Wales)

SENIOR STATUTORY AUDITOR:

Tara Bellamy FCA

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

4 Henley Way

Doddington Road

Lincoln

Lincolnshire

LN6 3QR

The director presents his strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The company's key financial and other performance indicators during the year were as follows:

2025

2024

Change

£

£

%

Turnover

299,559

292,661

2

Operating Profit/(Loss)

(44,162

)

7,406

(696

)

Profit/(loss) after tax

(13,832

)

35,141

(139

)

At the end of 2020, the business transitioned from a logistics service to a customer support service for companies within the Gnutti Carlo Group, with turnover being a management charge only to Group companies. Since this time, the largest impact on the Company accounts is the Defined Benefit Pension Scheme, which operated from 1995 to 2005 when it was closed to future accruals. The Company does not currently contribute to the Scheme (which is in surplus) but has an agreement with the Trustees to fund the Scheme’s administration costs.

In 2025 the Company has continued to be impacted by inflationary cost increases but through careful management of budgets, maintained management fees to Group at the same level as the prior year. The negative impact to 2025 profit can be wholly attributed to a 30% increase in professional fees linked to the Pension Scheme. The financial impact from the introduction of increased governance requirements prescribed by the Occupational Pension Schemes (Funding and Investment Strategy and Amendment) Regulations 2024 (FIS Regulations) was circa £50K higher than anticipated, resulting in an operating loss for the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's operations expose it to a variety of financial risks that include price risk, credit risk and liquidity risk. The company has in place a risk management programme that seeks to limit adverse effects on the financial performance of the company.

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board are implemented by the company's management.

Price risk

The company is exposed to commodity price risk as a result of its operations. However, given the size of the company's operation, the costs of managing exposure to commodity price risk exceed any potential benefits. The board will reconsider the appropriateness of this policy should the company's operations change in size or nature. The company has no exposure to equity securities price risk as it holds no listed investments.

Credit risk

The company has implemented policies that require appropriate credit checks on potential customers before sales are made.

Liquidity risk

The company retains sufficient cash to ensure it has available funds for operations and capital expenditure. The company also has access to longer term funding from its ultimate parent undertaking if required.

Interest rate cash flow risk

The company does not have interest bearing assets or liabilities.

Pension risk

The Company operated a Defined Benefit Pension Scheme. The scheme was closed to future benefit accrual on 31 October 2005, but the Company is responsible to ensure that this scheme is sufficiently funded to provide the future pensions for all its members. The company works closely with the Trustees of the scheme to reach agreement on aspects such as investment strategy which will have a future impact on the funding of the scheme.

The cost of defined benefits pension plans is determined by using actuarial calculations. Such valuations require the elaboration of hypotheses about discount rates, the expected yield from investments, future salary increases, the mortality rate and the future pensions increases. Due to the long lasting nature of these plans, such estimations are subject to a remarkable degree of uncertainty.

ON BEHALF OF THE BOARD:

M Lerici - Director

16 June 2026

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of customer service and support for UK customers.

DIVIDENDS

The loss for the year after taxation amounted to £13,832 (2024: £35,141 profit). No dividends paid during the year (2024: £Nil).

DIRECTOR

M Lerici held office during the whole of the period from 1 January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

M Lerici - Director

16 June 2026

Opinion

We have audited the financial statements of Gnutti Carlo UK Ltd (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (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 2025 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 Report of the Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as depreciation of tangible fixed assets and the valuation of the defined benefit pension, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods used by management to make those estimates, re-performing the calculation, and reviewing the outcome of prior year estimates.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Company and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. This inspection included an assessment of the company's employment and health and safety controls. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Tara Bellamy FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

4 Henley Way

Doddington Road

Lincoln

Lincolnshire

LN6 3QR

23 June 2026

REVENUE

3

299,559

292,661

Cost of sales

8,429

7,819

GROSS PROFIT

291,130

284,842

Administrative expenses

335,171

277,436

OPERATING (LOSS)/PROFIT

(44,041

)

7,406

Interest receivable and similar income

5

5,919

13,844

Other finance income

15

53,000

56,000

58,919

69,844

14,878

77,250

Interest payable and similar expenses

6

979

-

PROFIT BEFORE TAXATION

7

13,899

77,250

Tax on profit

8

27,731

42,109

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(13,832

)

35,141

(LOSS)/PROFIT FOR THE YEAR

(13,832

)

35,141

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified to profit or loss:

Actuarial (loss)/gain on pension scheme

986,000

(251,000

)

Movement on deferred tax - pension

(246,500

)

(10,810

)

Interest income

(53,000

)

(56,000

)

Income tax relating to items that will not be reclassified to profit or loss

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

686,500

(317,810

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

672,668

(282,669

)

CURRENT ASSETS

Debtors

10

390,388

124,658

Cash at bank and in hand

36,122

352,290

426,510

476,948

CREDITORS

Amounts falling due within one year

11

250,530

237,015

NET CURRENT ASSETS

175,980

239,933

TOTAL ASSETS LESS CURRENT LIABILITIES

175,980

239,933

PROVISIONS FOR LIABILITIES

12

(474,188

)

(224,809

)

PENSION ASSET

15

1,961,000

975,000

NET ASSETS

1,662,792

990,124

CAPITAL AND RESERVES

Called up share capital

13

619,150

619,150

Retained earnings

14

1,043,642

370,974

SHAREHOLDERS' FUNDS

1,662,792

990,124

The financial statements were approved by the director and authorised for issue on 16 June 2026 and were signed by:

M Lerici - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

619,150

653,643

1,272,793

Changes in equity

Total comprehensive income

-

(282,669

)

(282,669

)

Balance at 31 December 2024

619,150

370,974

990,124

Changes in equity

Total comprehensive income

-

672,668

672,668

Balance at 31 December 2025

619,150

1,043,642

1,662,792

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52 the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Going concern

After making enquiries, the directors have a reasonable expectation that the company and its group will be able to generate positive cash flows from its business operations and have adequate resources to continue in operational existence for the foreseeable future. In addition, overall liquidity is supported by the group where required. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements required management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported in revenue and expenses during the year. However the nature of estimation means that actual outcomes could differ from those estimates.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable net of Value Added Tax, trade discounts and rebates. The policies adopted for the recognition of revenue are as follows:

Rendering of services

When the outcome of a transaction can be estimated reliably, revenue from services supplied is recognised by reference to the stage of completion at the statement of financial position date. Stage of completion is measured by reference to when contractual obligations have been filled.

Where the outcome cannot be measured reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Interest receivable

Interest income is recognised using the effective interest method.

Tangible fixed assets

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

Motor vehicles

-

25% on cost

Tangible fixed assets are stated at costs less accumulated depreciation and accumulated impairment losses. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes costs directly attributable to making the asset capable of operating as intended.The brought forward carrying amount of property, plant and equipment has been used as deemed cost at date of transition to FRS 101.

The carrying values of tangible fixed assets are reviewed for impairment at each reporting date to assess whether events or changes in circumstances indicate the carrying values may not be recoverable and are written down immediately to their recoverable amount. Impairment losses are recognised in the profit and loss account. Useful lives and residual values are reviewed annually.

Taxation

Current taxes and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantially enacted by the statement of financial position date.

Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:

- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

- Deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the statement of financial position date.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date. Deferred income tax assets and liabilities are offset, only if legally enforcement right exists to set of current tax assets against current tax liabilities, the deferred income taxed relate to the same taxation authority and that authority permits the company to make a single net payment.

Income tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, income tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Otherwise income tax recognised in the income statement.

Foreign currencies

The company's financial statements are presented in sterling, which is also the company's functional currency.

Transactions in foreign currencies are initially recorded in the entity's functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities are denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the statement of financial position date. All differences are taken to the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Employee benefit costs

The company contributes to the individual personal pension schemes of its employees. The costs of these contributions is recognised in the year in which payments are made.

The company operated a defined benefit pension scheme which is now closed to new members and future accruals covering the majority of its employees up to 31 October 2006. The assets of the scheme are held independently of the company.

The regular service cost of providing retirement benefits to employees during the year is charged to operating profit in the year. The full cost of providing amendments to benefits in respect of past service is also charged to operating profit in the year.

Income representing the expected return on assets of the fund during the year is included within other finance income. This is based on the market value of the assets of the fund at the start of the financial year. A cost representing the interest on the liabilities of the fund during the year is also included within other finance income. This arises from the liabilities of the fund being one year closer to payment.

Differences between actual and expected returns on assets during the year are recognised in the statement of total recognised gains and losses in the year, together with differences arising from changes in assumptions underlying the present value of scheme liabilities and experienced gains and losses arising on scheme liabilities.

Trade and other debtors

Trade debtors are recognised and carried at the lower of their original invoiced value and recoverable amount. Provision for impairment is made through profit or loss where there is objective evidence that the Company will not be able to recover balances in full. Balances are written off when he probability of recovery is assessed as being remote.

Cash at bank and in hand

Cash and short term deposits in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity of three months or less.

Interest bearing loans and borrowings

Obligations for loans and borrowings are recognised when the Company becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

Leases

The Company has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17. The details of accounting policies under IAS 17 are disclosed separately if they are different from those under IFRS 16 and the impact of changes is disclosed below.

For any new contracts entered into on or after 1 January 2019, the Company considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition the Company assesses whether the contract meets three key evaluations which are whether:

- the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company.

- the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract.

The Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct 'how and for what purpose' the asset is used throughout the period of use.

At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of th useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lase if that rate is readily available, or the Company's incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate and amounts expected to be payable under a residual value guarantee.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment id reflected in the right-of-use asset, or profit and loss if the right-of-use asset it already reduced to nil.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients.Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

On the statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been included in trade and other payables.

3.

REVENUE

Revenue from contracts with customers

There has been no revenue from contracts with customers.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

61,077

63,978

Social security costs

1,997

3,185

Other pension costs

3,790

3,790

66,864

70,953

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

2025

2024

Management and administration

1

1

Directors

1

2

2

3

There was no director remuneration in the year (2024:Nil).

5.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

£

Deposit account interest

5,919

12,686

Corporation tax interest received

-

1,158

5,919

13,844

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Corporation tax interest

979

-

7.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:

2025

2024

£

£

Auditors' remuneration

7,140

6,740

8.

TAXATION

Analysis of tax expense

2025

2024

£

£

Current tax:

Tax

24,851

44,017

Deferred tax

2,880

(1,908

)

Total tax expense in income statement

27,731

42,109

Factors affecting the tax expense

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

2025

2024

£

£

Profit before income tax

13,899

77,250

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

3,475

19,313

Effects of:

Expenses not deductible for tax purposes

24,256

28,175

Capital allowances in excess of depreciation

(2,880

)

(3,471

)

allowances

Deferred tax charge

2,880

(1,908

)

Tax expense

27,731

42,109

Tax effects relating to effects of other comprehensive income

2025

Gross

Tax

Net

£

£

£

Actuarial (loss)/gain on pension scheme

986,000

-

986,000

Movement on deferred tax - pension

(246,500

)

-

(246,500

)

Interest income

(53,000

)

-

(53,000

)

686,500

-

686,500

2024

Gross

Tax

Net

£

£

£

Actuarial (loss)/gain on pension scheme

(251,000

)

-

(251,000

)

Movement on deferred tax - pension

(10,810

)

-

(10,810

)

Interest income

(56,000

)

-

(56,000

)

(317,810

)

-

(317,810

)

The main corporation tax rate increased from 19% to 25% with effect from 1 April 2023. The deferred taxation balances have been measured using 25%, which is the enacted rate applicable in the reporting periods when the timing differences reverse. For further information on deferred tax balance see note 11.

9.	PROPERTY, PLANT AND EQUIPMENT

Motor

vehicles

£

COST

At 1 January 2025

and 31 December 2025

27,990

DEPRECIATION

At 1 January 2025

and 31 December 2025

27,990

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

-

10.	DEBTORS LESS THAN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

359,951

107,951

VAT

22,704

9,880

Prepayments and accrued income

7,733

6,827

390,388

124,658

All amounts shown under debtors fall due for payment within one year.

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

60,762

25,103

Taxation

8,850

33,938

Other taxes and social security

2,790

2,741

Other creditors

111,727

107,689

Accruals and deferred income

66,401

67,544

250,530

237,015

12.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

(16,062

)

(18,941

)

Pension scheme

490,250

243,750

474,188

224,809

Deferred

tax

£

Balance at 1 January 2025

224,809

Accelerated capital allowances

2,879

Pension scheme

246,500

Balance at 31 December 2025

474,188

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

619,150

Ordinary shares

£1

619,150

619,150

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company’s ordinary shares are classified as equity instruments.

14.

RESERVES

Retained

earnings

£

At 1 January 2025

370,974

Deficit for the year

(13,832

)

Actuarial loss on pension

686,500

At 31 December 2025

1,043,642

The retained earnings account represents cumulative profits and losses net of dividends and other adjustments.

15.	EMPLOYEE BENEFIT OBLIGATIONS

The Company sponsors the Finneveden Powertrain Pension & Life Assurance Scheme, a funded defined benefit scheme in the UK. The Scheme is administered within a trust which is legally separate from the Company. Trustees are appointed by both the Company and the Scheme's membership and act in the interest of the Scheme and the relevant stakeholders, including the members and the Company. The Trustees are also responsible for the investment of the Scheme's assets.

The Scheme closed to new entrants on 31 October 2005. During their period of Scheme membership, members accrued an annual pension of 1/80th of final salary for each year of pensionable service, which increases in line with inflation both before and after retirement. The Scheme also provides a spouse's pension on the death of a member after retirement.

The Scheme poses a number of risks to the Company, for example longevity risk, interest rate risk and inflation risk. The Trustees are aware of these risks and use various techniques to control them. The Trustees have a number of internal control policies, including a risk register, which are in place to manage and monitor the various risks they face. Responsibility for making good any deficit within the Scheme lies with the Company.

The Scheme is subject to regular actuarial valuations, which are usually carried out every three years. These actuarial valuations are carried out in accordance with the requirements of the Pensions Act 2004 and so include deliberate margins for prudence. This contracts with these accounting disclosures, which are determined using best estimate assumptions.

A formal actuarial valuation was carried out as at 1 July 2025. The preliminary results of that valuation have been used to value 31 December 2025 by a qualified actuary independent of the Company. The figures in the following disclosure were measured using the Projected Unit Method.

The effect of the judgements regarding equalisation of Guaranteed Minimum Pensions for ongoing benefits and past transfers has been allowed for in the disclosed liabilities. These have been accounted for as past service costs in the current year.

The amounts recognised in profit or loss are as follows:

Defined benefit

pension plans

2025

2024

£

£

Current service cost

-

-

Net interest from net defined benefit asset/liability

(53,000

)

(56,000

)