IMPERIO_PATENT_HOLDING_LI - Accounts

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.

Imperio Patent Holding Limited is a private company limited by shares incorporated in England and Wales. The registered office is Second Floor De Burgh House, Market Road, Wickford, Essex, SS12 0FD.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Turnover represents amounts derived from the company's principal activity of leasing its investment property and rent is recognised in accordance with the rental agreement of the company’s investment property.

Turnover also represents amounts derived from the license agreement for the use of the trademark. The company is entitled to a fixed fee and a percentage as stated in the license agreement which is based upon all income arising from the use of the trademark.

Turnover also represents amounts derived from the asset management agreement. The company is entitled to a fixed percentage as stated in the asset management agreement which is based upon all expenses incurred for the management.

Turnover is shown net of VAT and other sales related taxes.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost or value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets include debtors and cash and bank balances.

Debtors

Debtors carry interest on loans. Appropriate allowances for estimated irrecoverable amounts are recognised in the Profit and Loss account when there is objective evidence that the asset is impaired.

Cash at bank and in hand

Cash at bank and in hand include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities include creditors. Creditors include interest bearing loans.    

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Transactions in currencies other than euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

The average monthly number of persons (including directors) employed by the company during year was 0 (2018 - 0).

The company’s investment property comprises of a property located in Germany leased out to its subsidiary, Virtus Group GmbH. It is the directors opinion that the market value of the investment property is €2,000,000 as at 31 December 2019. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties as at 31 December 2019.

Details of the company's subsidiaries at 31 December 2019 are as follows:

Details of the company's associates at 31 December 2019 are as follows:

As at the balance sheet date, the amount owed by group undertakings due after more than one year includes a loan of €340,000 (2018: €267,986 ) to Tarconte SAS, an associate of the company. During the year the company issued a further loan of €72,014. The loan accrues interest at a rate of 5% per annum and is repayable by May 2022.

As at the balance sheet date, the amount owed by group undertakings due after more than one year includes a further loan of €66,964 (2018: €nil) to Tarconte SAS. The loan accrues interest at a rate of 2.5% per annum and is repayable by March 2024.

As at the balance sheet date, the amount owed by group undertakings due after more than one year includes a loan of €94,000 (2018: €nil) to Green Project Mantova Srl, an associate of the company. The loan accrues interest at a rate of 2.5% per annum and is repayable by May 2024.

As at the balance sheet date, the balance of the principal loan and interest due from Virtus Group GmbH, included within debtors falling due within one year was €90,000 (2018: €97,500). The amount included within debtors falling due after one year, was €167,481 (2018: €245,482). The company repaid €97,500 during the year and a total interest of €12,000 was charged during the year.

As at the balance sheet date, the balance due from Virtus Group GmbH, included within debtors falling due within one year was €35,429 (2018: €35,429). The amount included within debtors falling due after one year, was €32,560 (2018: €64,571). The company repaid €35,429 during the year and a total interest of €3,417 was charged during the year.

As at the balance sheet date, the balance due from Virtus Corporate Food Service Equipment SRL included within debtors falling due within one year was €765,400 (2018: €765,400). There were no repayments made in respect of the loan. The loan accrues interest at a rate of 7% per annum. As at the balance sheet date the total interest payable amounted to €366,856 (2018: €292,783) which is included within other debtors. A further €74,073 of interest was charged to Virtus Corporate Food Service Equipment SRL during the year.

Amounts owed to group undertakings included within other creditors, includes loans and interest received by the company consisting of the following:

i) Trust Vittorio: Loan of €2,620,000 (2018: €2,620,000)

ii) Trust Vittorio: Interest of €748,960 (2018: €683,460)

The loans have an interest charge at a rate of 2.5% and are repayable on demand.

Other creditors falling due within one year also includes a loan of €1,678,230 (2018:€1,665,077 ) from the shareholders, which is interest free and is repayable on demand. The company received a further loan of €13,153 during the year end.

The company rents out it's investment property to it's subsidiary Virtus Group GmbH where the company receives an annual rental income of €66,000 (2018: €66,000).

During the year, the company also received royalties of €111,396 (2018: €115,811) from Virtus Group GmbH in respect of the trademark agreement.