Cotesi (UK) Limited 02216297 false 2025-01-01 2025-12-31 2025-12-31 The principal activity of the company is wholesale of agricultural and marine machinery, equipment & supplies Digita Accounts Production Advanced 6.30.9574.0 true 02216297 2025-01-01 2025-12-31 02216297 2025-12-31 02216297 bus:OrdinaryShareClass1 2025-12-31 02216297 core:RetainedEarningsAccumulatedLosses 2025-12-31 02216297 core:ShareCapital 2025-12-31 02216297 core:CurrentFinancialInstruments 2025-12-31 02216297 core:CurrentFinancialInstruments core:ValueBeforeAllowanceForImpairmentLoss core:WithinOneYear 2025-12-31 02216297 core:CurrentFinancialInstruments core:WithinOneYear 2025-12-31 02216297 core:OwnedOrFreeholdAssets 2025-12-31 02216297 core:FurnitureFittingsToolsEquipment core:OwnedOrFreeholdAssets 2025-12-31 02216297 core:OtherPropertyPlantEquipment core:OwnedOrFreeholdAssets 2025-12-31 02216297 bus:FRS101 2025-01-01 2025-12-31 02216297 bus:Audited 2025-01-01 2025-12-31 02216297 bus:FullAccounts 2025-01-01 2025-12-31 02216297 bus:RegisteredOffice 2025-01-01 2025-12-31 02216297 bus:CompanySecretaryDirector1 2025-01-01 2025-12-31 02216297 bus:Director1 2025-01-01 2025-12-31 02216297 bus:Director2 2025-01-01 2025-12-31 02216297 bus:OrdinaryShareClass1 2025-01-01 2025-12-31 02216297 bus:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 02216297 bus:Agent1 2025-01-01 2025-12-31 02216297 core:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 02216297 core:ShareCapital 2025-01-01 2025-12-31 02216297 core:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 02216297 core:FurnitureFittingsToolsEquipment 2025-01-01 2025-12-31 02216297 core:FurnitureFittingsToolsEquipment core:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 02216297 core:OtherPropertyPlantEquipment core:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 02216297 core:PlantMachinery 2025-01-01 2025-12-31 02216297 countries:England 2025-01-01 2025-12-31 02216297 2024-12-31 02216297 core:RetainedEarningsAccumulatedLosses 2024-12-31 02216297 core:ShareCapital 2024-12-31 02216297 core:OwnedOrFreeholdAssets 2024-12-31 02216297 core:FurnitureFittingsToolsEquipment core:OwnedOrFreeholdAssets 2024-12-31 02216297 core:OtherPropertyPlantEquipment core:OwnedOrFreeholdAssets 2024-12-31 02216297 2024-01-01 2024-12-31 02216297 2024-12-31 02216297 bus:OrdinaryShareClass1 2024-12-31 02216297 core:CurrentFinancialInstruments 2024-12-31 02216297 core:CurrentFinancialInstruments core:ValueBeforeAllowanceForImpairmentLoss core:WithinOneYear 2024-12-31 02216297 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 02216297 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 02216297 core:ShareCapital 2024-01-01 2024-12-31 02216297 2023-12-31 02216297 core:RetainedEarningsAccumulatedLosses 2023-12-31 02216297 core:ShareCapital 2023-12-31 02216297 core:OwnedOrFreeholdAssets 2023-12-31 02216297 core:FurnitureFittingsToolsEquipment core:OwnedOrFreeholdAssets 2023-12-31 02216297 core:OtherPropertyPlantEquipment core:OwnedOrFreeholdAssets 2023-12-31 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 02216297

Cotesi (UK) Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2025

Cotesi (UK) Limited

Contents

Company Information | 1
Directors' Report | 2
Statement of Directors' Responsibilities | 3
Independent Auditor's Report | 4 to 6
Income Statement | 7
Statement of Comprehensive Income | 8
Statement of Financial Position | 9
Statement of Changes in Equity | 10
Statement of Cash Flows | 11
Notes to the Financial Statements | 12 to 22

Cotesi (UK) Limited

Company Information

Directors | Manuel Soares De Oliveira Violas Pedro Sa Rui Marques

Company secretary | Rui Marques

Registered office | Bridgewater House Century Park Caspian Road Altrincham Cheshire WA14 5HH

Auditors | Matravers & Co Accountants & Business Advisers Bridgewater House Century Park, Caspian Road Altrincham Cheshire WA14 5HH

Cotesi (UK) Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' of the company

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

Manuel Soares De Oliveira Violas

Pedro Sa

Rui Marques - Company secretary and director

Principal activity

The principal activity of the company is wholesale of agricultural and marine machinery, equipment & supplies

Financial instruments

Objectives and policies

The company has continued its strategy of focussing on beneficial trading activities core to the business and it expects to continue its current gross profit margins.

Price risk, credit risk, liquidity risk and cash flow risk

The company manages its risks through the support of its parent company and it ensures it has sufficient liquid resorces to meet the operating needs of its business.

Disclosure of information to the auditors

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

Reappointment of auditors

The auditors Matravers & Co are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the board on 13 May 2026 and signed on its behalf by:

......................................... Rui Marques Company secretary and director

Cotesi (UK) Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Cotesi (UK) Limited

Independent Auditor's Report to the Members of Cotesi (UK) Limited

Opinion

We have audited the financial statements of Cotesi (UK) Limited (the 'company') for the year ended 31 December 2025, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework'.

In 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The company receives the continued support of the parent company,as such preparation of financial statements, thus going
concern is deemed appropriate.

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. The company receives the continued support of the parent company,as such preparation of financial statements, thus going
concern is deemed 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 original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Cotesi (UK) Limited

Independent Auditor's Report to the Members of Cotesi (UK) Limited

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

• | the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

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

• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors’ remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

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

Auditor Responsibilities for the audit of the financial statements

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

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

Irregularities ,including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities to detect material misstatements in respect of irregularities, including fraud.

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

Cotesi (UK) Limited

Independent Auditor's Report to the Members of Cotesi (UK) Limited

Use of our report

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

......................................
Carol Graham-FCA (Senior Statutory Auditor)
For and on behalf of Matravers & Co, Statutory Auditor
Accountants & Business Advisers
Bridgewater House
Century Park, Caspian Road
Altrincham
Cheshire
WA14 5HH

13 May 2026

Cotesi (UK) Limited

Income Statement for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Revenue | 3 | 6,682,031 | 6,589,968
Cost of sales |  | (5,818,739) | (5,585,358)
Gross profit |  | 863,292 | 1,004,610
Distribution costs |  | (774,027) | (781,833)
Administrative expenses |  | (462,373) | (447,471)
Operating loss | 4 | (373,108) | (224,694)
Finance costs |  | - | (40)
Loss before tax |  | (373,108) | (224,734)
Loss for the year |  | (373,108) | (224,734)

The above results were derived from continuing operations.

Cotesi (UK) Limited

Statement of Comprehensive Income for the Year Ended 31 December 2025

| 2025 £ | 2024 £
Loss for the year | (373,108) | (224,734)
Total comprehensive income for the year | (373,108) | (224,734)

Cotesi (UK) Limited

(Registration number: 02216297)
Statement of Financial Position as at 31 December 2025

| Note | 31 December 2025 £ | 31 December 2024 £
Assets
Non-current assets |  |  |
Property, plant and equipment | 7 | 1,275 | 2,664
Current assets |  |  |
Inventories | 8 | 1,392,528 | 1,152,991
Trade and other receivables | 9 | 829,733 | 828,804
Cash and cash equivalents | 10 | 213,285 | 169,785
|  | 2,435,546 | 2,151,580
Total assets |  | 2,436,821 | 2,154,244
Equity and liabilities
Equity |  |  |
Share capital | 12 | 2,610,000 | 2,610,000
Retained earnings |  | (3,497,720) | (3,124,612)
|  | (887,720) | (514,612)
Current liabilities |  |  |
Trade and other payables | 11 | 3,324,541 | 2,668,856
Total equity and liabilities |  | 2,436,821 | 2,154,244

Approved by the board on 13 May 2026 and signed on its behalf by:

......................................... Rui Marques Company secretary and director

Cotesi (UK) Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Retained earnings £ | Total £
At 1 January 2025 | 2,610,000 | (3,124,612) | (514,612)
Loss for the year | - | (373,108) | (373,108)
Total comprehensive income | - | (373,108) | (373,108)
At 31 December 2025 | 2,610,000 | (3,497,720) | (887,720)

| Share capital £ | Retained earnings £ | Total £
At 1 January 2024 | 2,610,000 | (2,899,878) | (289,878)
Loss for the year | - | (224,734) | (224,734)
Total comprehensive income | - | (224,734) | (224,734)
At 31 December 2024 | 2,610,000 | (3,124,612) | (514,612)

Cotesi (UK) Limited

Statement of Cash Flows for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Loss for the year |  | (373,108) | (224,734)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 4 | 1,789 | 2,671
Finance costs |  | - | 40
|  | (371,319) | (222,023)
Working capital adjustments |  |  |
(Increase)/decrease in inventories | 8 | (239,537) | 314,908
Increase in trade and other receivables | 9 | (929) | (303,249)
Increase/(decrease) in trade and other payables | 11 | 655,685 | (48,158)
Net cash flow from operating activities |  | 43,900 | (258,522)
Cash flows from investing activities |  |  |
Acquisitions of property, plant and equipment |  | (399) | (3,262)
Proceeds from sale of property, plant and equipment |  | - | 1
Net cash flows from investing activities |  | (399) | (3,261)
Cash flows from financing activities |  |  |
Interest paid |  | - | (40)
Other |  | (1) | -
Net cash flows from financing activities |  | (1) | (40)
Net increase/(decrease) in cash and cash equivalents |  | 43,500 | (261,823)
Cash and cash equivalents at 1 January |  | 169,785 | 431,608
Cash and cash equivalents at 31 December |  | 213,285 | 169,785

Cotesi (UK) Limited

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

1 | General information

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

The address of its registered office is:
Bridgewater House
Century Park
Caspian Road
Altrincham
Cheshire
WA14 5HH

The principal place of business is:
10 Ripponden Business Park
Oldham Road
Ripponden
West Yorkshire
HX6 4FF

These financial statements were authorised for issue by the board on 13 May 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.

Summary of disclosure exemptions

In these financial statements, the company has taken advantage of the disclosure exemptions available under FRS 101 in relation to share-based payment, business combinations, non-current assets held for sale, financial instruments, fair value measurements, capital management, revenue from contracts with customers, presentation of comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment property, presentation of a cash-flow statement, the effects of new standards not yet effective, impairment of assets and disclosures in respect of the compensation of key management personnel and of transactions with a management entity that provides key management personnel services to the company.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 January 2025 have had a material effect on the financial statements.

Cotesi (UK) Limited

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

Revenue recognition

Recognition

The company earns revenue

The principles in IFRS are applied to revenue recognition criteria using the following 5 step model:
1. Identify the contracts with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when or as the entity satisfies its performance obligations

Contract assets and receivables

Where goods or services are transferred to the customer before the customer pays consideration, or before payment is due, Contract assets are recognised. Contract assets are included in the statement of financial position and represent the right to consideration for products delivered.
Contract receivables (loans and advances) are recognised in the statement of financial position when the company’s right to consideration becomes unconditional.
Contract assets & receivables (loans and advances) are classified as current or non- current based on the company’s normal operating cycle and are assessed for impairment at each reporting date.

Contract liabilities

Contract liabilities and customer deposits are recognised in the statement of financial position when the company has received consideration but still has an obligation to deliver products and meet performance obligations for that consideration.

Property, plant and equipment

Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Fittings fixtures and equipment | 33.33% Straight Line
Plant and machinery | 33.33% Straight Line

If there is an indication that there has been a significant change in the depreciation rate,useful life or residual value of tangible assets, the depreciation is revised retrospectively to reflect the new estimates.

Cash and cash equivalents

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

Cotesi (UK) Limited

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

Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Inventories

Inventoriess are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost 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, inventories are assessed for impairment. If inventories 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 payables

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

Leases

Initial recognition and measurement

The company initially recognises a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term.
The lease liability is measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments, purchase options at exercise price (where payment is reasonably certain), expected amount of residual value guarantees, termination option penalties (where payment is considered reasonably certain) and variable lease payments that depend on an index or rate.
The right-of-use asset is initially measured at the amount of the lease liability, adjusted for lease prepayments, lease incentives received, the company’s initial direct costs (e.g., commissions) and an estimate of restoration, removal and dismantling costs.

Cotesi (UK) Limited

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

Subsequent measurement

After the commencement date, the company measures the lease liability by:
(a) Increasing the carrying amount to reflect interest on the lease liability;
(b) Reducing the carrying amount to reflect the lease payments made; and
(c) Re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in substance fixed lease payments or on the occurrence of other specific events.
Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Interest charges are [presented separately as non-operating /included in finance cost] in the income statement, unless the costs are included in the carrying amount of another asset applying other applicable standards. Variable lease payments not included in the measurement of the lease liability, are included in operating expenses in the period in which the event or condition that triggers them arises.
The related right-of-use asset is accounted for using the Cost model in IAS 16 and depreciated and charged in accordance with the depreciation requirements of IAS 16 Property, Plant and Equipment as disclosed in the accounting policy for property, plant and equipment. Adjustments are made to the carrying value of the right of use asset where the lease liability is re-measured in accordance with the above. Right of use assets are tested for impairment in accordance with IAS 36 Impairment of assets as disclosed in the accounting policy in impairment.

Lease modifications

If a lease is modified, the modified contract is evaluated to determine whether it is or contains a lease. If a lease continues to exist, the lease modification will result in either a separate lease or a change in the accounting for the existing lease.
The modification is accounted for as a separate lease if both:
(a) The modification increases the scope of the lease by adding the right to use one or more underlying assets; and
(b) The consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
If both of these conditions are met, the lease modification results in two separate leases, the unmodified original lease and a separate lease. The company then accounts for these in line with the accounting policy for new leases.
If either of the conditions are not met, the modified lease is not accounted for as a separate lease and the consideration is allocated to the contract and the lease liability is re-measured using the lease term of the modified lease and the discount rate as determined at the effective date of the modification.
For a modification that fully or partially decreases the scope of the lease (e.g., reduces the square footage of leased space), IFRS 16 requires a lessee to decrease the carrying amount of the right-of-use asset to reflect partial or full termination of the lease. Any difference between those adjustments is recognised in profit or loss at the effective date of the modification.
For all other lease modifications which are not accounted for as a separate lease, IFRS 16 requires the lessee to recognise the amount of the re-measurement of the lease liability as an adjustment to the corresponding right-of-use asset without affecting profit or loss.

Short term and low value leases

The company has made an accounting policy election, by class of underlying asset, not to recognise lease assets and lease liabilities for leases with a lease term of 12 months or less (i.e., short-term leases).
The company has made an accounting policy election on a lease-by-lease basis, not to recognise lease assets on leases for which the underlying asset is of low value.
Lease payments on short term and low value leases are accounted for on a straight line bases over the term of the lease or other systematic basis if considered more appropriate. Short term and low value lease payments are included in operating expenses in the income statement.

Cotesi (UK) Limited

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

Sub leases

If an underlying asset is re-leased by the company to a third party and the company retains the primary obligation under the original lease, the transaction is deemed to be a sublease. The company continues to account for the original lease (the head lease) as a lessee and accounts for the sublease as a lessor (intermediate lessor). When the head lease is a short term lease, the sublease is classified as an operating lease. Otherwise, the sublease is classified using the classification criteria applicable to Lessor Accounting in IFRS 16 by reference to the right-of-use asset in the head lease (and not the underlying asset of the head lease).
After classification lessor accounting is applied to the sublease.

Share capital

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

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
For defined contribution plans contributions are paid publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as an asset.

Financial instruments

Initial recognition

Financial assets and financial liabilities comprise all assets and liabilities reflected in the statement of financial position, although excluding property, plant and equipment, investment properties, intangible assets, deferred tax assets, prepayments, deferred tax liabilities and employee benefits plan.
The company recognises financial assets and financial liabilities in the statement of financial position when, and only when, the company becomes party to the contractual provisions of the financial instrument.
Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.
All regular way purchases and sales of financial assets and financial liabilities classified as fair value through profit or loss (“FVTPL”) are recognised on the trade date, i.e. the date on which the company commits to purchase or sell the financial assets or financial liabilities. All regular way purchases and sales of other financial assets and financial liabilities are recognised on the settlement date, i.e. the date on which the asset or liability is received from or delivered to the counterparty. Regular way purchases or sales are purchases or sales of financial assets that require delivery within the time frame generally established by regulation or convention in the market place.
Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.

Accounting estimates and assumptions

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of certain financial assets, liabilities, income and expenses.

Cotesi (UK) Limited

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

Provisions for impairment

In determining impairment of financial assets, judgement is required in the estimation of the amount and timing of future cash flows as well as an assessment of whether the credit risk on the financial asset has increased significantly since initial recognition and incorporation of forward-looking information in the measurement of ECL.

Fair value of financial assets and liabilities

Where the fair value of financial assets and liabilities cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of mathematical models. The input to these models is derived from observable markets where available, but where this is not feasible, a degree of judgement is required in determining assumptions used in the models. Changes in assumptions used in the models could affect the reported fair value of financial assets and liabilities.

3 | Turnover

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

| 2025 £ | 2024 £
Sale of goods | 6,682,031 | 6,589,968

4 | Operating loss

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 1,789 | 2,671

5 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 369,936 | 362,697
Social security costs | 43,891 | 42,241
Pension costs, defined contribution scheme | 14,368 | 11,750
| 428,195 | 416,688

Cotesi (UK) Limited

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

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

| 2025 No. | 2024 No.
Administration and support | 5 | 5
| 5 | 5

6 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 8,000 | 9,000

Cotesi (UK) Limited

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

7 | Property, plant and equipment

| Furniture, fittings and equipment £ | Other property, plant and equipment £ | Total £
Cost or valuation
At 1 January 2025 | 15,528 | 3,388 | 18,916
Additions | 399 | - | 399
Disposals | (1,656) | - | (1,656)
At 31 December 2025 | 14,271 | 3,388 | 17,659
Depreciation
At 1 January 2025 | 12,863 | 3,388 | 16,251
Charge for the year | 1,789 | - | 1,789
Eliminated on disposal | (1,656) | - | (1,656)
At 31 December 2025 | 12,996 | 3,388 | 16,384
Carrying amount
At 31 December 2025 | 1,275 | - | 1,275
At 31 December 2024 | 2,664 | - | 2,664

8 | Inventories

| 31 December 2025 £ | 31 December 2024 £
Finished goods and goods for resale | 1,392,528 | 1,152,991

9 | Trade and other receivables

Current | 31 December 2025 £ | 31 December 2024 £
Trade receivables | 803,117 | 809,996
Prepayments | 24,396 | 16,588
Other receivables | 2,220 | 2,220
| 829,733 | 828,804

Cotesi (UK) Limited

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

10 | Cash and cash equivalents

| 31 December 2025 £ | 31 December 2024 £
Cash at bank | 213,285 | 169,785

Cotesi (UK) Limited

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

11 | Trade and other payables

| 31 December 2025 £ | 31 December 2024 £
Trade payables | 248,001 | 168,241
Accrued expenses | 71,901 | 58,989
Amounts due to related parties | 2,802,978 | 2,205,087
Social security and other taxes | 42,184 | 73,874
Other payables | 159,477 | 162,665
| 3,324,541 | 2,668,856

Cotesi (UK) Limited

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

12 | Share capital

Allotted, called up and fully paid shares

| 31 December 2025 | 31 December 2024
| No. | £ | No. | £
Ordinary of £1 each | 2,610,000 | 2,610,000 | 2,610,000 | 2,610,000

13 | Related Party Transaction

Cotesi (UK) Ltd is a wholly owned subsidiary of Cotesi Companhia de Texteis Sinteticos SA and remains an unpaid creditor at the year end 31 December 2025. At this date the unpaid balance is £2,802,978.

14 | Going Concern

The company receives the continued support of the parent company, as such the preparation of the financial statements as a going concern, is deemed appropriate.

15 | Controlling Party

The directors regard Violas - Sociedade Gestora de Participacoes Socias SA, a company registered in Portugal, as the company's ultimate parent company. The consolidated group accounts are available from this company at Avenida Mosteiro 486, 4415-493 Grijo, Portugal.