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REGISTERED NUMBER: 10973043 (England and Wales)







GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2023

FOR

CAROCELLE HOLDINGS LIMITED

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Consolidated Statement of Comprehensive Income 7

Consolidated Balance Sheet 8

Company Balance Sheet 9

Consolidated Statement of Changes in Equity 10

Company Statement of Changes in Equity 11

Consolidated Cash Flow Statement 12

Notes to the Consolidated Cash Flow Statement 13

Notes to the Consolidated Financial Statements 15


CAROCELLE HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 NOVEMBER 2023







DIRECTORS: S J Clohessy
S J Holder





REGISTERED OFFICE: Charter House
161 Newhall Street
Birmingham
West Midlands
B3 1SW





REGISTERED NUMBER: 10973043 (England and Wales)





AUDITORS: Prime
Chartered Accountants
Statutory Auditor
161 Newhall Street
Birmingham
B3 1SW

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023


The directors present their strategic report of the company and the group for the year ended 30 November 2023.

REVIEW OF BUSINESS
The company maintained a balanced approach to ongoing projects and new work negotiations as the construction industry and Industrial sector in particular, gathered a level of stability for both material supply & labour resource, following the previous years challenges as a result of the Covid-19 pandemic.

In keeping with the planned business model shift to a reduction in turnover, the year end accounts demonstrated the ethos to maintain a control on both site activities and commercial risk, proved a financial success. Whilst the annual turnover reduced to £15.7m, the gross profit margin increased to 25%.

The current order book remains healthy, with projects secured throughout 2023 / 2024 exceeding £14.75m. Ongoing negotiations suggest a similar level of turnover shall be maintained to the year ended November 2023.

The business has further expanded its supply chain, successfully securing developments with new clients, ensuring single source commercial exposures are reduced.

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risk to the business is managing the expected reduction in turnover, whilst competing effectively with the company's competitors. To address these risks the directors are:

- Focusing on and providing a top quality service to existing customers;
- Monitoring contract lead-times to ensure efficiency;
- Reviewing costs and reducing them where practicable;

-
Constantly monitoring the level of staff and increasing or reducing the workforce as necessary to
ensure efficiency.

KEY PERFORMANCE INDICATORS
The main Key Performance Indicators (KPI's) for the business are:

- The level of turnover, which has fallen 52% to £15.7m in the current year due to strategic changes for the business.
- Gross profit margin, which has increased from 10.2% to 25.4% shows a major improvement in the current year as a result of increased controls over material price and labour costs.

ON BEHALF OF THE BOARD:





S J Holder - Director


7 August 2024

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 NOVEMBER 2023


The directors present their report with the financial statements of the company and the group for the year ended 30 November 2023.

DIVIDENDS
The total distribution of dividends for the year ended 30 November 2023 is £255,930 (2022: £272,783).

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 December 2022 to the date of this report.

S J Clohessy
S J Holder

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director 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 group's auditors are aware of that information.

AUDITORS
The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S J Holder - Director


7 August 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CAROCELLE HOLDINGS LIMITED


Opinion
We have audited the financial statements of Carocelle Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 group's and of the parent company affairs as at 30 November 2023 and of the group's 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.

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 group 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 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 group's and the parent 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CAROCELLE HOLDINGS LIMITED


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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 Statement of Directors' Responsibilities set out on page three, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
CAROCELLE HOLDINGS LIMITED


We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.




Leigh Dudley FCCA (Senior Statutory Auditor)
for and on behalf of Prime
Chartered Accountants
Statutory Auditor
161 Newhall Street
Birmingham
B3 1SW

8 August 2024

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023

2023 2022
Notes £    £   

TURNOVER 15,733,616 32,314,173

Cost of sales 11,744,010 29,013,381
GROSS PROFIT 3,989,606 3,300,792

Administrative expenses 1,748,017 1,775,749
OPERATING PROFIT 4 2,241,589 1,525,043

Interest receivable and similar income 4,848 173
2,246,437 1,525,216

Interest payable and similar expenses 5 15,825 14,933
PROFIT BEFORE TAXATION 2,230,612 1,510,283

Tax on profit 6 467,571 176,051
PROFIT FOR THE FINANCIAL YEAR 1,763,041 1,334,232

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,763,041

1,334,232

Profit attributable to:
Owners of the parent 1,763,041 1,334,232

Total comprehensive income attributable to:
Owners of the parent 1,763,041 1,334,232

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

CONSOLIDATED BALANCE SHEET
30 NOVEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 87,112 64,583
Investments 11 - -
87,112 64,583

CURRENT ASSETS
Debtors 12 3,460,296 3,286,233
Cash at bank and in hand 363,184 281,382
3,823,480 3,567,615
CREDITORS
Amounts falling due within one year 13 2,692,134 3,817,709
NET CURRENT ASSETS/(LIABILITIES) 1,131,346 (250,094 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,218,458

(185,511

)

CREDITORS
Amounts falling due after more than one
year

14

(42,062

)

(151,007

)

PROVISIONS FOR LIABILITIES 18 (21,778 ) (15,975 )
NET ASSETS/(LIABILITIES) 1,154,618 (352,493 )

CAPITAL AND RESERVES
Called up share capital 19 809,501 809,501
Capital redemption reserve 20 500 500
Retained earnings 20 344,617 (1,162,494 )
1,154,618 (352,493 )

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2024 and were signed on its behalf by:





S J Holder - Director


CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

COMPANY BALANCE SHEET
30 NOVEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 4,010,000 4,010,000
4,010,000 4,010,000

CURRENT ASSETS
Debtors 12 869,185 1

CREDITORS
Amounts falling due within one year 13 477,960 979,846
NET CURRENT ASSETS/(LIABILITIES) 391,225 (979,845 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,401,225

3,030,155

CAPITAL AND RESERVES
Called up share capital 19 809,501 809,501
Capital redemption reserve 20 500 500
Retained earnings 20 3,591,224 2,220,154
4,401,225 3,030,155

Company's profit for the financial year 1,627,000 1,400,000

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2024 and were signed on its behalf by:





S J Holder - Director


CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 December 2021 809,501 (2,223,943 ) 500 (1,413,942 )

Changes in equity
Total comprehensive income - 1,334,232 - 1,334,232
Dividends - (272,783 ) - (272,783 )
Balance at 30 November 2022 809,501 (1,162,494 ) 500 (352,493 )

Changes in equity
Total comprehensive income - 1,763,041 - 1,763,041
Dividends - (255,930 ) - (255,930 )
Balance at 30 November 2023 809,501 344,617 500 1,154,618

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 December 2021 809,501 1,092,937 500 1,902,938

Changes in equity
Total comprehensive income - 1,400,000 - 1,400,000
Dividends - (272,783 ) - (272,783 )
Balance at 30 November 2022 809,501 2,220,154 500 3,030,155

Changes in equity
Total comprehensive income - 1,627,000 - 1,627,000
Dividends - (255,930 ) - (255,930 )
Balance at 30 November 2023 809,501 3,591,224 500 4,401,225

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,140,839 1,731,439
Interest paid (10,998 ) (7,003 )
Interest element of hire purchase
payments paid

(4,827

)

(7,930

)
Tax paid (128,695 ) 40,372
Net cash from operating activities 1,996,319 1,756,878

Cash flows from investing activities
Purchase of tangible fixed assets (12,168 ) -
Sale of tangible fixed assets 45,282 -
Interest received 4,848 173
Net cash from investing activities 37,962 173

Cash flows from financing activities
Loan repayments in year (175,000 ) (50,000 )
Capital repayments in year (38,094 ) (45,406 )
Amount withdrawn by directors (1,483,455 ) (658,106 )
Equity dividends paid (255,930 ) (272,783 )
Net cash from financing activities (1,952,479 ) (1,026,295 )

Increase in cash and cash equivalents 81,802 730,756
Cash and cash equivalents at
beginning of year

2

281,382

(449,374

)

Cash and cash equivalents at end of
year

2

363,184

281,382

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
Profit before taxation 2,230,612 1,510,283
Depreciation charges 37,792 49,608
Profit on disposal of fixed assets (45,283 ) -
Finance costs 15,825 14,933
Finance income (4,848 ) (173 )
2,234,098 1,574,651
Decrease in trade and other debtors 695,121 1,794,794
Decrease in trade and other creditors (788,380 ) (1,638,006 )
Cash generated from operations 2,140,839 1,731,439

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 November 2023
30.11.23 1.12.22
£    £   
Cash and cash equivalents 363,184 281,382
Year ended 30 November 2022
30.11.22 1.12.21
£    £   
Cash and cash equivalents 281,382 65
Bank overdrafts - (449,439 )
281,382 (449,374 )


CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.12.22 Cash flow At 30.11.23
£    £    £   
Net cash
Cash at bank and in hand 281,382 81,802 363,184
281,382 81,802 363,184
Debt
Finance leases (59,263 ) (10,060 ) (69,323 )
Debts falling due within 1 year (50,000 ) 50,000 -
Debts falling due after 1 year (125,000 ) 125,000 -
(234,263 ) 164,940 (69,323 )
Total 47,119 246,742 293,861

4. MAJOR NON-CASH TRANSACTIONS

During the year the Group entered into finance lease arrangements in respect of assets with a total capital value at inception of the leases of £57,710 (2022: £Nil).

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023


1. STATUTORY INFORMATION

Carocelle Holdings Limited 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 General Information page.

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


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary undertaking up to 30 November each year. The results of the subsidiary acquired are consolidated for the period from the date on which control passed.

Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of the subsidiary to bring the accounting policies used in line with those used by the group. All inter-group transactions, balances, income and expenses are eliminated on consolidation.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of three years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Long leasehold - 5% on cost
Plant and machinery - 25% on cost
Fixtures and fittings - 20% on cost
Motor vehicles - 25% on cost
Office equipment - 33.33% on cost


CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Long-term contracts
Where the outcome of long-term contracts can be assessed with reasonable certainty before conclusion, the attributable profit is calculated on a prudent basis and included in the accounts for the period under review. The profit taken up reflects the stage of completion of the contract based on the costs to date as a percentage of total estimated costs.

When the outcome of long-term contracts cannot be assessed with reasonable certainty before conclusion of the contract, no profit is reflected in the profit and loss account in respect of those contracts. If it is expected that there will be a loss on the contract as a whole, all of the loss is recognised as soon as it is foreseen.

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


3. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 684,956 965,293
Social security costs 71,694 102,363
Other pension costs 408,610 50,715
1,165,260 1,118,371

The average number of employees during the year was as follows:
2023 2022

Administration 3 3
Directors 3 3
Production and fitting 13 18
19 24

2023 2022
£    £   
Directors' remuneration 18,000 18,000
Directors' pension contributions to money purchase schemes 360,000 -

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2023 2022
£    £   
Hire of plant and machinery 924,223 1,924,668
Depreciation - owned assets 2,634 712
Depreciation - assets on hire purchase contracts 35,161 48,897
Profit on disposal of fixed assets (45,283 ) -
Auditors' remuneration 16,750 16,500

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank loan interest 6,661 7,311
Corporation Tax interest paid 4,337 (308 )
Hire purchase 4,827 7,930
15,825 14,933

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 500,213 298,932
Under/(Over) provision in prior year (38,445 ) (117,318 )
Total current tax 461,768 181,614

Deferred tax 5,803 (5,563 )
Tax on profit 467,571 176,051

UK corporation tax has been charged at 23.01 % (2022 - 19 %).

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 2,230,612 1,510,283
Profit multiplied by the standard rate of corporation tax in the UK of
23.011 % (2022 - 19 %)

513,286

286,954

Effects of:
Expenses not deductible for tax purposes (7,728 ) 2,711
Capital allowances in excess of depreciation (5,335 ) -
Depreciation in excess of capital allowances - 9,267
Adjustments to tax charge in respect of previous periods (38,455 ) (117,318 )

disallowable
Movement in deferred tax position 5,803 (5,563 )
Total tax charge 467,571 176,051

The main rate of corporation tax increased from 19% to 25% from 1 April 2023.

7. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


8. DIVIDENDS

2023 2022
£ £
A Ordinary shares 144,000 100,000
C Ordinary shares - 60,853
D Ordinary shares 111,930 111,930
255,930 272,783

9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 December 2022
and 30 November 2023 2,815,595
AMORTISATION
At 1 December 2022
and 30 November 2023 2,815,595
NET BOOK VALUE
At 30 November 2023 -
At 30 November 2022 -

10. TANGIBLE FIXED ASSETS

Group
Fixtures
Long Plant and and
leasehold machinery fittings
£    £    £   
COST
At 1 December 2022 8,088 10,399 11,943
Additions - 6,551 -
Disposals - (3,339 ) (11,943 )
At 30 November 2023 8,088 13,611 -
DEPRECIATION
At 1 December 2022 3,235 10,399 11,943
Charge for year 405 1,092 -
Eliminated on disposal - (3,339 ) (11,943 )
At 30 November 2023 3,640 8,152 -
NET BOOK VALUE
At 30 November 2023 4,448 5,459 -
At 30 November 2022 4,853 - -

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


10. TANGIBLE FIXED ASSETS - continued

Group

Motor Office
vehicles equipment Totals
£    £    £   
COST
At 1 December 2022 306,024 52,275 388,729
Additions 48,154 5,618 60,323
Disposals (119,099 ) (52,275 ) (186,656 )
At 30 November 2023 235,079 5,618 262,396
DEPRECIATION
At 1 December 2022 246,294 52,275 324,146
Charge for year 35,162 1,136 37,795
Eliminated on disposal (119,100 ) (52,275 ) (186,657 )
At 30 November 2023 162,356 1,136 175,284
NET BOOK VALUE
At 30 November 2023 72,723 4,482 87,112
At 30 November 2022 59,730 - 64,583

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 1 December 2022 163,512
Additions 48,154
Disposals (28,179 )
Transfer to ownership (52,169 )
At 30 November 2023 131,318
DEPRECIATION
At 1 December 2022 103,782
Charge for year 35,161
Eliminated on disposal (28,179 )
Transfer to ownership (52,169 )
At 30 November 2023 58,595
NET BOOK VALUE
At 30 November 2023 72,723
At 30 November 2022 59,730

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 December 2022
and 30 November 2023 4,010,000
NET BOOK VALUE
At 30 November 2023 4,010,000
At 30 November 2022 4,010,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

IRC Carocelle Limited
Registered office: England and Wales
Nature of business: Roofing activities
%
Class of shares: holding
Ordinary shares of £1 each 100.00


12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 2,470,915 2,982,826 - -
Amounts recoverable on
contracts 23,741 90,562 - -
Other debtors 1 1 1 1
Directors' loan accounts 869,184 - 869,184 -
VAT - 127,407 - -
Prepayments 96,455 85,437 - -
3,460,296 3,286,233 869,185 1

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 15) - 50,000 - -
Hire purchase contracts (see note 16) 27,261 33,256 - -
Trade creditors 882,046 2,359,658 - -
Amounts owed to group undertakings - - 477,960 365,575
Tax 632,000 298,930 - -
Social security and other taxes 78,748 198,777 - -
VAT 595,690 - - -
Other creditors 23,890 58,124 - -
Directors' loan accounts - 614,271 - 614,271
Deferred income 249,582 160,579 - -
Accruals 202,917 44,114 - -
2,692,134 3,817,709 477,960 979,846

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2023 2022
£    £   
Bank loans (see note 15) - 125,000
Hire purchase contracts (see note 16) 42,062 26,007
42,062 151,007

15. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loan - 50,000
Amounts falling due between one and two years:
Bank loans - 1-2 years - 50,000
Amounts falling due between two and five years:
Bank loans - 2-5 years - 75,000

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£    £   
Net obligations repayable:
Within one year 27,261 33,256
Between one and five years 42,062 26,007
69,323 59,263

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 35,133 7,533
Between one and five years 140,532 -
In more than five years 152,243 -
327,908 7,533

The above operating lease commitments are in respect of land and buildings.

17. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£    £   
Bank loans - 175,000
Hire purchase contracts 69,323 59,263
69,323 234,263

Liabilities under hire purchase contracts are secured on the assets to which they relate.

18. PROVISIONS FOR LIABILITIES

Group
2023 2022
£    £   
Deferred tax 21,778 15,975

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


18. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 December 2022 15,975
Provided during year 5,803
Balance at 30 November 2023 21,778

The provision for Deferred tax relates solely to accelerated capital allowances.

19. CALLED UP SHARE CAPITAL

Share capital consisted of the following classes at the reporting date:

Number: Class: Nominal 2023 2022
value: £ £
2,000 A Ordinary £1 2,000 2,000
7,000 B Ordinary £1 7,000 7,000
1 C Ordinary £1 1 1
500 D Ordinary £1 500 500
800,000 Preference £1 800,000 800,000
809,501 809,501

All Ordinary share classes have the following rights attached to them; full voting shares with one vote each; entitled to such dividends as may be declared; rank equally with the other classes of ordinary shares on liquidation or winding-up, behind the preference shares; and are non-redeemable.

In 2022 the Preference shares had the following rights attached to them; non-voting shares; not entitled to a dividend; entitled to payment of par on liquidation or winding-up ahead of any payment to the holders of other shares; and are non-redeemable.

20. RESERVES

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 December 2022 (1,162,494 ) 500 (1,161,994 )
Profit for the year 1,763,041 - 1,763,041
Dividends (255,930 ) - (255,930 )
At 30 November 2023 344,617 500 345,117

CAROCELLE HOLDINGS LIMITED (REGISTERED NUMBER: 10973043)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


20. RESERVES - continued

Company
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 December 2022 2,220,154 500 2,220,654
Profit for the year 1,627,000 - 1,627,000
Dividends (255,930 ) - (255,930 )
At 30 November 2023 3,591,224 500 3,591,724


21. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

S J Holder and S J Clohessy have given limited guarantees of £45,000 as bank security for IRC Carocelle Limited.

At the year end S J Holder had a debtor balance of £399,144 (2022: £308,285 creditor).
At the year end S J Clohessy had a debtor balance of £470,040 (2022: £305,986 creditor).

The above loans are interest free and repayable on demand.

22. RELATED PARTY DISCLOSURES

S J Holder and S J Clohessy are also members of Carocelle LLP. During the year, Carocelle LLP was charged for goods and services of £248,995 (2022: £129,463) and made sales of £408,162 (2022: £487,155) to IRC Carocelle Limited. At the year end, IRC Carocelle Limited was owed £82,479 (2022: £61,793) by Carocelle LLP.

23. POST BALANCE SHEET EVENTS

After the year end on 20th May 2024 a special resolution was passed to reduce the £1 Preference shares by 800,000.

24. ULTIMATE CONTROLLING PARTY

No single individual has control by virtue of their shareholding.