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Company registration number: 14556240







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2023


CUFFE HOLDINGS NO 2 LTD






































img6fc9.png                        

 


CUFFE HOLDINGS NO 2 LTD
 


 
COMPANY INFORMATION


Directors
S Cook 
A C Cowdery 




Registered number
14556240



Registered office
131-133 Red Lion Road
Surbiton

Surrey

KT6 7RQ




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP




Bankers
National Westminster Bank plc
City Link House

3rd Floor

4 Addiscombe Road

Croydon

CR0 5TT




Solicitors
W H Matthews & Co
19 Penrhyn Road

Kingston upon Thames

Surrey

KT1 2BZ





 


CUFFE HOLDINGS NO 2 LTD
 



CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Company statement of financial position
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 26


 


CUFFE HOLDINGS NO 2 LTD
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The directors present the Strategic Report of Cuffe Holdings No 2 Ltd (the "Company") together with its subsidiary (the "Group") for the period ended 31 December 2023.
The company was incorporated on 23 December 2022 and acquired the subsidiary, Cuffe PLC, during the period through a restructuring of the Cuffe group.

Business review
 
The principal activity of the Group was that of contractors to the building industry. The directors are satisfied with the results for the year and the Group's financial position at the year end and are confident about the Group's long term prospects. Turnover reduced during the year to £28.8m from £33.4m in 2022. The main reason for this decrease in turnover was delayed approvals for projects in the second half of the year.
Cash reserves remain good at the year with costs being carefully managed. The Group's GP margin improved from 12.1% in 2022 to 15.9% in 2023. The Group's focus as always is maintaining good client relationships securing significant repeat business.
There has been significant pressure on fixed price contracts since 2022 with unprecedented price increases in many raw building materials and labour. This combined with non-availability of goods has been challenging. We have adapted our approach to new tenders and opportunities, and updated procurement strategies to ensure risk is mitigated.

Principal risks and uncertainties
 
The Group's financial risk management objectives and policies primarily relate to cash flow risk and credit risk.
a) Cash flow risk: the directors monitor the cash levels of the Group to ensure that there are always cash funds available to meet the day to day working capital requirements of the projects undertaken by the Group.
b) Credit risk: the Group routinely carries out credit checks on new customers, suppliers and subcontractors. The Group did not experience any significant bad debts during the year.
The Group continues to focus on and secure work within its areas of expertise and desired project value profile.

Future developments

The directors are pleased to report a strong order book and are predicting a profitable year ahead. We envisage no major changes to the business.
The Group is engaged fully in long term projects to achieve positive impacts with both Social Value and Net Zero Carbon.
 
Financial key performance indicators
 

2023
2022
Gross Profit Margin
15.9%
12.12%
Operating Margin
7.31%
4.71%
Current Ratio
 
1.71:1
1.44:1
Going concern basis
 
The Group has significant cash reserves of £5.54m (2022: £4.18m). The Group generates consistent cash inflows from operations and has liabilities that are known and can be discharged without recourse to external funding. Consequently, there are no foreseeable reasons why the Group should not prepare the 2023 financial statements on a going concern basis.

Page 1

 


CUFFE HOLDINGS NO 2 LTD
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023


This report was approved by the board and signed on its behalf.



S Cook
Director

Date: 15 August 2024

Page 2

 


CUFFE HOLDINGS NO 2 LTD
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the period, after taxation, amounted to £1,686,062 (2022 - £1,289,090).

The directors have recommended and approved the payment of £800,000 of dividends throughout the year (2022: £400,000).

Directors

The directors who served during the period were:

S Cook (appointed 15 December 2023)
A C Cowdery (appointed 23 December 2022)

Matters covered in Strategic Report

The company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the company's Strategic Report the Company's Strategic Report Information required by Schedule 7 of the Large and medium sized companies and Groups Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Disclosure of information to auditors

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 and the Group'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 and the Group's auditors are aware of that information.

Page 3

 


CUFFE HOLDINGS NO 2 LTD
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Menzies LLP, appointed on 19 March 2024, 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.
 





S Cook
Director

Date: 15 August 2024

Page 4

 


CUFFE HOLDINGS NO 2 LTD
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUFFE HOLDINGS NO 2 LTD

Opinion


We have audited the financial statements of Cuffe Holdings No 2 Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 December 2023 and of the Group's profit for the period 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 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


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 or 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 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 ReportOur 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.


Page 5

 


CUFFE HOLDINGS NO 2 LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUFFE HOLDINGS NO 2 LTD (CONTINUED)

Opinion 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 Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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
 

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 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 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 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 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.


Page 6

 


CUFFE HOLDINGS NO 2 LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUFFE HOLDINGS NO 2 LTD (CONTINUED)

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 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:
 
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, CITB levy compliance, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
 
We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
 
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
 
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. 
 
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
 
°Posting of unusual journals and complex transactions;
 
°Risk of fictitious employees; and
 
°Estimates used in calculating amounts recoverable on long term contracts and final margins.

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.


Page 7

 


CUFFE HOLDINGS NO 2 LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUFFE HOLDINGS NO 2 LTD (CONTINUED)

Other matters 
 

This is the first period consolidated financial statements have been prepared, therefore the prior period consolidated results were not subject to an audit. As explained in Note 2.2, the results for the year ended 31 December 2022 are those of the only Group subsidiary Cuffe Plc, who were subject to an audit for this period. Copies of their audited accounts can be obtained from their registered office at 131-133 Red Lion Road, Surbiton, Surrey, KT6 7RQ.


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 2006Our 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.





Sophie Said FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP

16 August 2024
Page 8

 


CUFFE HOLDINGS NO 2 LTD
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
28,789,906
33,381,410

Cost of sales
  
(24,220,769)
(29,335,512)

Gross profit
  
4,569,137
4,045,898

Administrative expenses
  
(2,463,403)
(2,472,262)

Operating profit
  
2,105,734
1,573,636

Interest receivable and similar income
 9 
108,085
8,486

Profit before taxation
  
2,213,819
1,582,122

Tax on profit
 10 
(527,757)
(293,032)

Profit for the financial period
  
1,686,062
1,289,090

  

Total comprehensive income for the period
  
1,686,062
1,289,090

Profit for the period attributable to:
  

Owners of the parent Company
  
1,686,062
1,289,090

  
1,686,062
1,289,090

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
1,686,062
1,289,090

  
1,686,062
1,289,090

The notes on pages 16 to 26 form part of these financial statements.

Page 9

 


CUFFE HOLDINGS NO 2 LTD
REGISTERED NUMBER:14556240



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
99,258
67,832

  
99,258
67,832

Current assets
  

Debtors: amounts falling due after more than one year
 13 
531,097
729,019

Debtors: amounts falling due within one year
 13 
4,217,599
6,853,512

Cash at bank and in hand
  
5,539,174
4,176,636

  
10,287,870
11,759,167

Creditors: amounts falling due within one year
 14 
(6,032,340)
(8,158,312)

Net current assets
  
 
 
4,255,530
 
 
3,600,855

Total assets less current liabilities
  
4,354,788
3,668,687

Creditors: amounts falling due after more than one year
 15 
(228,789)
(428,750)

Provisions for liabilities
  

Net assets excluding pension asset
  
4,125,999
3,239,937

Net assets
  
4,125,999
3,239,937


Capital and reserves
  

Called up share capital 
 16 
1,000,000
1,000,000

Merger reserve
 17 
(950,000)
(950,000)

Profit and loss account
 17 
4,075,999
3,189,937

Equity attributable to owners of the parent Company
  
4,125,999
3,239,937

  
4,125,999
3,239,937


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S Cook
Director

Date: 15 August 2024

The notes on pages 16 to 26 form part of these financial statements.

Page 10

 


CUFFE HOLDINGS NO 2 LTD
REGISTERED NUMBER:14556240



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 12 
2,666,666

  
2,666,666

Current assets
  

Debtors: amounts falling due within one year
 13 
800,000

  
800,000

Creditors: amounts falling due within one year
 14 
(800,000)

Net current assets
  
 
 
-

Total assets less current liabilities
  
2,666,666

  

  

Net assets excluding pension asset
  
2,666,666

Net assets
  
2,666,666


Capital and reserves
  

Called up share capital 
 16 
1,000,000

Merger relief reserve
 17 
1,666,666

  
2,666,666


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S Cook
Director

Date: 15 August 2024

The notes on pages 16 to 26 form part of these financial statements.

Page 11

 


CUFFE HOLDINGS NO 2 LTD
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
-
-
-
-



Profit for the year
-
-
1,289,090
1,289,090

Dividends
-
-
(400,000)
(400,000)

Shares issued
1,000,000
-
-
1,000,000

Recognition of merger reserves
-
(950,000)
2,300,847
1,350,847



At 1 January 2023
1,000,000
(950,000)
3,189,937
3,239,937



Profit for the period
-
-
1,686,062
1,686,062

Dividends
-
-
(800,000)
(800,000)


At 31 December 2023
1,000,000
(950,000)
4,075,999
4,125,999


The notes on pages 16 to 26 form part of these financial statements.

Page 12

 


CUFFE HOLDINGS NO 2 LTD
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Merger relief reserve
Profit and loss account
Total equity

£
£
£
£


Period ended 31 December 2023



Comprehensive income for the period

Profit for the period

-
-
800,000
800,000

Dividends: Equity capital
-
-
(800,000)
(800,000)

Shares issued during the period
1,000,000
1,666,666
-
2,666,666


At 31 December 2023
1,000,000
1,666,666
-
2,666,666


The notes on pages 16 to 26 form part of these financial statements.

Page 13

 


CUFFE HOLDINGS NO 2 LTD
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial period
1,686,062
1,289,090

Adjustments for:

Depreciation of tangible assets
27,905
28,324

Gain on disposal of tangible assets
(15,500)
(19,839)

Interest received
(108,085)
(8,486)

Taxation charge
527,757
293,032

Decrease/(increase) in debtors
1,469,550
(108,634)

(Decrease)/increase in creditors
(1,987,509)
1,085,273

Corporation tax (paid)
(410,532)
(75,576)

Accrued expenses/(income)
108,635
(147,905)

Interest received
108,085
8,486

Net cash generated from operating activities

1,406,368
2,343,765


Cash flows from investing activities

Purchase of tangible fixed assets
(59,330)
(67,641)

Sale of tangible fixed assets
15,500
24,000

Net cash from investing activities

(43,830)
(43,641)

Cash flows from financing activities

Dividends paid
-
(400,000)

Net cash used in financing activities
-
(400,000)

Net increase in cash and cash equivalents
1,362,538
1,900,124

Cash and cash equivalents at beginning of period
4,176,636
2,276,512

Cash and cash equivalents at the end of period
5,539,174
4,176,636


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
5,539,174
4,176,636

5,539,174
4,176,636


The notes on pages 16 to 26 form part of these financial statements.

Page 14

 


CUFFE HOLDINGS NO 2 LTD
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

4,176,636

1,362,538

5,539,174


4,176,636
1,362,538
5,539,174

The notes on pages 16 to 26 form part of these financial statements.

Page 15

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Cuffe Holdings No 2 Limited is a private company limited by shares incorporated in England and Wales. Details of the company's registered office can be found on the company information page.
The company was incorporated on 23rd December 2022, and presents its accounts for the period ended 31 December 2023. On 15 November 2023, the company entered into a tripartite agreement with Cuffe Holdings No 1 Ltd and its shareholder to acquire the investment in Cuffe Plc. 
The principal activity of the Group in the year can be found on page 1. The Company is an investment holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The group reconstruction undertaken during the period has not led to a change in the ultimate ownership and the accounting standard allows for the use of Merger accounting to recognise the acquisition of the subsidiary. Merger accounting requires a consolidation to be completed as if that new parent has always existed. As such, these consolidated statements present the results as if the parent company had always existed, even though it was only incorporated on 23 December 2022, and gained control of the group during the period. The financial results for the period ended 31 December 2022 presented in these financial statements are for Cuffe Plc. 

Page 16

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Long-term contracts are assessed on a contract-by-contract basis and are reflected in the profit and loss account by recording turnover and related costs as the contract activity progresses. Revenue is ascertained in
a manner appropriate to the stage of completion of the contract.
 The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Motor vehicles
-
25% straight line
Office equipment
-
25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Financial instruments

The Group 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 investment in ordinary shares.

Page 17

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Dividends

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.

 
2.8

Operating leases: the Group as lessee

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

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Current and deferred taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 18

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Stage of completion of the construction contracts - Valuation of the projects are estimated by professional surveyors throughout the length of the contract. The work carried out between the latest valuation and the year end is estimated by management and included within debtors carries a risk of material misstatement. At the year end the accrued income balance totalled £1,613,277 (2022: £2,737,969).
 
Estimates of the final profit margins on the construction contracts - The final profit margin of all contracts, estimated by management, is based on the predicted total revenue and total costs of each job and influences the accrued costs within the work in progress. As such, this carries a risk of material misstatement and the accrued cost balance included within creditors at year end totalled £3,423,374 (2022: £4,675,639).  


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Building contracts
28,789,906
33,381,410

28,789,906
33,381,410


All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
27,905
28,324

Other operating lease rentals
71,667
60,000

Gain on disposal of fixed assets
15,500
19,839

Page 19

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Group's auditors and its associates for the audit of the Group's financial statements
36,150
33,150

2023
2022
        £
        £
Fees payable to the Group's auditor and its associates in respect of:

VAT Advisory

5,700

3,445
 
Tax compliance services

5,120

4,650
 
Preparation and review of the accounts

5,500

3,000
 
P11D

1,820

1,650
 

18,140

12,745
 


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
2,402,796
2,380,188

Social security costs
280,522
279,637

Cost of defined contribution scheme
91,036
82,201

2,774,354
2,742,026


The average monthly number of employees, including the directors, during the period was as follows:


        2023
        2022
            No.
            No.







Administrative staff
23
23



Number of site staff
14
14

37
37

The Company has no employees other than the director, who did not receive any remuneration.
Page 20

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
7,349
-

Group contributions to defined contribution pension schemes
342
-

7,691
-


During the period retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The directors' remuneration disclosed is only from the period they became directors of Cuffe Holdings No 2 Limited.


9.


Interest receivable

2023
2022
£
£


Other interest receivable
108,085
8,486

108,085
8,486


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the period
527,757
293,032


527,757
293,032


Total current tax
527,757
293,032

Deferred tax

Total deferred tax
-
-


Tax on profit
527,757
293,032
Page 21

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
2,213,819
1,582,122


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
523,515
300,603

Effects of:


Expenses not deductible for tax purposes
6,093
3,860

Fixed asset differences
-
(70)

Remeasurement of deferred tax for changes in tax rates
117
3,588

Movement in deferred tax not recognised
(1,968)
(14,949)

Total tax charge for the period/year
527,757
293,032

Page 22

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Tangible fixed assets

Group






Motor vehicles
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
139,088
37,833
176,921


Additions
49,451
9,880
59,331


Disposals
(24,984)
-
(24,984)



At 31 December 2023

163,555
47,713
211,268



Depreciation


At 1 January 2023
75,445
33,644
109,089


Charge for the period on owned assets
24,844
3,061
27,905


Disposals
(24,984)
-
(24,984)



At 31 December 2023

75,305
36,705
112,010



Net book value



At 31 December 2023
88,250
11,008
99,258



At 31 December 2022
63,643
4,189
67,832


12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
2,666,666



At 31 December 2023
2,666,666




Page 23

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Class of shares

Holding

Cuffe PLC
Ordinary
100%

Cuffe PLC has a registered office address at 131-133 Red Lion Road, Surbiton, Surrey, KT6 7RQ.



13.


Debtors

Group
Group
Company
2023
2022
2023
£
£
£

Due after more than one year

Other debtors
531,097
729,019
-

531,097
729,019
-


Group
Group
Company
2023
2022
2023
£
£
£

Due within one year

Trade debtors
852,308
2,741,494
-

Amounts owed by group undertakings
-
-
800,000

Other debtors
1,699,835
1,082,277
-

Prepayments and accrued income
1,665,456
3,029,741
-

4,217,599
6,853,512
800,000



14.


Creditors: Amounts falling due within one year

Group
Group
Company
2023
2022
2023
£
£
£

Trade creditors
42,362
564,514
-

Corporation tax
410,257
293,032
-

Other taxation and social security
183,831
954,060
-

Other creditors
1,865,874
1,561,041
800,000

Accruals and deferred income
3,530,016
4,785,665
-

6,032,340
8,158,312
800,000


Page 24

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Accruals and deferred income
228,789
428,750

228,789
428,750





16.


Share capital

2023
£
Allotted, called up and fully paid


1,000,000 Ordinary shares of £1.00 each
1,000,000



17.


Reserves

Merger relief reserve

The merger relief reserve in the company's financial statements arose from the issue of shares at a premium as part of the group reconstruction.

Merger Reserve

The merger reserve arose as the value of the company's issued shares at a premium were in excess of the value of the shares acquired in Cuffe PLC. 


18.


Pension commitments

Pension commitments outstanding at 31 December 2023 was £17,212 (2022: £17,584).


19.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
80,000
60,000

Later than 1 year and not later than 5 years
200,000
210,000

280,000
270,000
The Company had no commitments under non-cancellable operating leases at the reporting date. 

Page 25

 


CUFFE HOLDINGS NO 2 LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

20.


Related party transactions

The Group was invoiced a total of £71,667 by a company under common control, Cuffe Holdings Limited, relating to rental charges for the year ended 31 December 2023 (2022: £60,000). The group recharged Wellsborough Developments Limited £12,467 (2022: £12,454) for expenses incurred on behalf of the company.
At the year end, Cuffe Holdings Limited owed the Group a balance of £nil (2022: £12,638) and Wellsborough Developments Limited, (jointly held by one of the company's shareholder), owed the Group a balance of £Nil (2022: £12,454).
During the year, the Group declared dividends of £800,000 to its shareholders which had not been paid at the year-end.
At the year-end, the Group had advanced £300,000 to a director. The loan does not attract interest and has no fixed repayment terms. The director has repaid £100,000 of the loan after the year-end.


21.


Controlling party

The group was under the control of A C Cowdery throughout the period. 

Page 26