Registered number: 09850122
C3 CONSTRUCTION HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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C3 CONSTRUCTION HOLDINGS LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditors
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C3 CONSTRUCTION HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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C3 CONSTRUCTION HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The principal activity of the Company during the year was that of a holding company.
The Company is a holding company with an investment in a trading subsidiary company. The Company has been profitable during the year, receiving investment income from its subsidiary.
Principal risks and uncertainties
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The management of the business and the execution of the Company's strategy are subject to a number of risks. Risks are formally reviewed by the board and appropriate processes are put in place to monitor and mitigate them.
Liquidity risk
The Group is financed by appropriate long and short term finance to match the needs of the business.
Financial key performance indicators
The key performance indicators of the Company is the net profit.
During the year, profit before tax has decreased by £2,885,970 (60.16%) to £1,911,538 compared to £4,797,553 in 2022.
Other key performance indicators
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The Company has not identified any non financial key performance indicators.
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C3 CONSTRUCTION HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Directors' statement of compliance with duty to promote the success of the Company
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S172 (1) Statement
During the year, the directors have had regard to the matters set out in S172 (1) (a) to (f) of the Companies Act 2006 whilst performing their duties. Decisions have been made in good faith to benefit the members as a whole and to promote the success of the Company.
Specifically, the directors have considered the following:
S172 (1) (a) The likely consequences of any decision in the long term
The directors understand the business and the environment in which it operates and the consequences of any long term decisions. There is a clear plan for growth which ensures they deliver a reputable service whilst satisfying the shareholder needs. Improving environmental performance and operating processes are a fundamental part of the business strategy. This is key to ensuring that the Company delivers a duty of care for the benefit of future generations.
S172 (1) (b) The interests of the Company's employees
There are no employees of the Company other than the directors listed in the Company information page. Regular communications are had when making decisions to ensure that the best course of action is delivered for the long-term company strategy.
S172 (1) (c) The need to foster the Company's business relationships with suppliers, customers and others
As a holding company which does not trade, there are no suppliers or customers with which the Company interacts.
S172 (1) (d) The impact of the Company's operations on the community and the environment
The Company recognises the importance of minimising the impact of operations on the community and the environment and takes into consideration the views of all stakeholders.
S172 (1) (e) The desirability of the Company for maintaining a reputation for high standards of business conduct
The Company acknowledges that sustainable growth is only achievable by maintaining a reputation of quality and adhering to the codes of good business practice.
S172 (1) (f) The need to act fairly between members of the Group
When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group.
This report was approved by the board and signed on its behalf.
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J Denham
Director
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C3 CONSTRUCTION HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors present their report and the financial statements for the year ended 30 September 2023.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £1,911,538 (2022 - £4,797,553).
During the year a dividend of £1,911,583 (2022 - £2,719,553) was recommended by the directors.
The directors who served during the year were:
Environmental matters
C3 Construction Holdings Limited is exempt from the requirement to disclose SECR information. The SECR information pertaining to C3 Construction Limited, the immediate trading subsidiary categorised as large under Company law, can be found in the consolidated financial statements of the parent company C3 Construction Group Limited.
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C3 CONSTRUCTION HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Going forward, the directors aim for the Company to perform consistently and continue to hold an investment in the subsidiary company.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
Following a rebranding exercise on 15 May 2023 the trading name of the Company’s independent auditor changed from MHA MacIntyre Hudson to MHA. The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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J Denham
Director
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C3 CONSTRUCTION HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C3 CONSTRUCTION HOLDINGS LIMITED
We have audited the financial statements of C3 Construction Holdings Limited (the 'Company') for the year ended 30 September 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 30 September 2023 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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C3 CONSTRUCTION HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C3 CONSTRUCTION HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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C3 CONSTRUCTION HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C3 CONSTRUCTION HOLDINGS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.
• Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of non-compliance with laws and regulations.
• Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
• Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
• Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.
• Reviewing meeting minutes of those charged with governance.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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C3 CONSTRUCTION HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF C3 CONSTRUCTION HOLDINGS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Shelley Harvey FCCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor,
Leicester,
United Kingdom
Date:
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
4 April 2024
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C3 CONSTRUCTION HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
There are no items of other comprehensive income for 2023 or 2022 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
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The notes on pages 13 to 17 form part of these financial statements.
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C3 CONSTRUCTION HOLDINGS LIMITED
REGISTERED NUMBER: 09850122
BALANCE SHEET
AS AT 30 SEPTEMBER 2023
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Total assets less current liabilities
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Capital redemption reserve
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C3 CONSTRUCTION HOLDINGS LIMITED
REGISTERED NUMBER: 09850122
BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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J Denham
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The notes on pages 13 to 17 form part of these financial statements.
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C3 CONSTRUCTION HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Capital redemption reserve
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Comprehensive income for the year
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Dividends: Equity capital
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Shares cancelled during the year
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Comprehensive income for the year
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Dividends: Equity capital
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The notes on pages 13 to 17 form part of these financial statements.
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Profit and loss account
Includes all current and prior period retained profits and losses. All amounts are distributable.
Capital redemption reserve
The statutory, non-distributable reserve into which amounts were transferred following the redemption of the Company's own shares.
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C3 CONSTRUCTION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
C3 Construction Holdings Limited is a private company, limited by shares, domiciled in England and Wales, registration number 09850122. The registered office is 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.
The principal activity of the Company continued to be that of a holding company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company's functional and presentational currency is British Pound Sterling (£).
After reviewing the Company's forecasts and projections, the directors have a reasonable expectation that the Company has adequate resources and support to continue in operational existence for the forseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial information. The directors therefore believe the Company has the ability to continue as a going concern for the next 12 months.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Company management to exercise judgement in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of C3 Construction Group Limited as at 30 September 2023 and these financial statements may be obtained from 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.
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C3 CONSTRUCTION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction cost, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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C3 CONSTRUCTION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Impairment of investments
The Company considers whether investments are impaired. Where an indication of impairment is identified, the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
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Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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The average monthly number of employees, including the directors, during the year was as follows:
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C3 CONSTRUCTION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
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The following was a subsidiary undertaking of the Company:
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The registered office of C3 Construction Limited is 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.
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Allotted, called up and fully paid
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5,000 (2022 - 5,000) Ordinary A shares of £0.01 each
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15,000 (2022 - 15,000) Ordinary B shares of £0.01 each
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Ordinary A shares have attached to them full voting and dividend rights. The shares have enhanced capital distribution rights and rank ahead of any other shares. The shares do not confer any rights of redemption.
Ordinary B shares have attached to them full voting and dividend rights. They rank ahead of any other shares, except the Ordinary A shares on a capital distribution. The shares do not confer any rights of redemption.
During the prior year, 10,000 Ordinary A shares were cancelled.
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Related party transactions
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The Company has taken advantage of the exemption under Financial Report Standard 102, section 33.1A from the requirement to disclose transactions with group companies on the grounds that all subsidiaries are wholly owned by members of the group.
No transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102, section 1AC.35.
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C3 CONSTRUCTION HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The parent company preparing consolidated accounts for the smallest and largest group of which the Company is a member is C3 Construction Group Limited. Group accounts can be obtained from 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.
The directors do not consider there to be an ultimate controlling party in the year.
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