REGISTERED NUMBER: 14572977 (England and Wales) |
HINGLEY & CALLOW OILS HOLDINGS LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
AUDITED |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD |
5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
REGISTERED NUMBER: 14572977 (England and Wales) |
HINGLEY & CALLOW OILS HOLDINGS LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
AUDITED |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD |
5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 8 |
Consolidated Statement of Comprehensive Income | 12 |
Consolidated Statement of Financial Position | 13 |
Company Statement of Financial Position | 14 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 16 |
Consolidated Statement of Cash Flows | 17 |
Notes to the Consolidated Statement of Cash Flows | 18 |
Notes to the Consolidated Financial Statements | 19 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors and Accountants |
Mountfield House |
661 High Street |
Kingswinford |
West Midlands |
DY6 8AL |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
The directors present their strategic report of the company and the group for the period 5th January 2023 to 30th September 2023. |
REVIEW OF BUSINESS |
The principal activity of the group is the distribution of domestic, agricultural and industrial fuels and the sale of petrol, oils and associated products from a petrol filling station, which was transferred to a separate group during the period. These financial statements cover the post restructure period from 1st May to 30th September 2023. |
Performance |
The key financial performance indicators are as follows: |
2023 |
£ |
Turnover | 17,021,307 |
Gross profit | 2,079,195 |
Operating loss | (1,574,519 | ) |
Gross profit % | 12.22% |
Average number of employees | 72 |
The group came into existence on 30th April 2023 when Hingley & Callow Oils Holdings Limited acquired a 100% interest in Hingley & Callow Oils Limited. During the period, the group was restructured as detailed in the called up share capital note. |
Going forward the group has no further plans to restructure or to acquire or dispose of any operations from the group. The directors' long term strategy is to expand the group and its market share, improve efficiency, to maximise future profitability and ensure that the group is able to respond quickly to increases (and decreases) in the demand for fuel. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group is exposed to interest rate risk on any borrowings. However, overdraft use is rare and therefore this risk continues to be low. The bank is currently satisfied with the group's financial performance and the directors do not think there is any risk of facilities being withdrawn. |
Fuel prices are monitored daily to minimise price risk and ensure the group remains competitive. |
Credit risk is managed by strict credit control and thorough credit checks on new customers. Customers are encouraged to pay a regular amount by direct debit, to spread the cost of their fuel bills. This means that for most of the year many of the sales ledger accounts are in credit. |
All sales are to UK customers and all suppliers are UK based. There are therefore no risks relating to exchange rate movements. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
SECTION 172(1) STATEMENT |
This S172 Statement explains how the directors of the group |
- have engaged with employees, suppliers, customers and others; and |
- have had regard to employee interests, the need to foster the group's business relationships with suppliers, customers, and others, and the effect of the principal decisions taken by the group during the financial period. |
The key decisions made during the period were for Hingley & Callow Oils Limited to continue its restructure and to reorganise its trading divisions. On 31st March 2023, the divisional trades of Callow Fuels, Chaddesley Garage and Broome Farm were hived down into Hingley & Callow Oils Limited's three dormant subsidiary companies in exchange for shares. On 30th April 2023, after a share for share exchange, this company became a 100% subsidiary of Hingley & Callow Oils Holdings Limited. The directors and shareholders of this holding company are the same as those of Hingley & Callow Oils Limited. |
In July 2023, Hingley & Callow Oils Limited declared a dividend in specie which was satisfied by the transfer of the three subsidiary companies to Hingley & Callow Oils Holdings Limited. Hingley & Callow Oils Limited cancelled 12,000,000 £1 ordinary shares to reflect the market value of the subsidiaries transferred. |
Through three tripartite agreements, the subsidiary companies, Callow Gas Limited, Chaddesley Garage Limited and Broome Farm (West Midlands) Limited, were then transferred from Hingley & Callow Oils Holdings Limited to three new holding companies, which all had the same directors and shareholders. The new holding companies issued shares equal to their market value to their members as consideration. Hingley & Callow Oils Holdings Limited in turn cancelled its B, C and D shares to reflect the reduction in its market value as a result of these transfers. |
When making decisions, each director ensures that they act in the way they consider, in good faith, would most likely promote the group's success for the benefits of its members as a whole, and in so doing they have regard (among other matters) to: |
The likely consequences of any decision in the long term |
As a business founded in 1969 and still prospering in 2024, our longevity demonstrates a commitment to the long term. It is embedded in our culture that we work hard for our customers, look after our employees, and make decisions for the long term. |
The interests of the group's employees |
The directors recognise that our employees are fundamental to the success of our business and having good employees depends on our ability to attract, retain and motivate them. From pay to our health, safety and workplace environment, the directors factor the implications of decisions on employees and the wider workforce. |
The need to foster the group's business relationships with suppliers, customers and others |
In order to succeed, we need strong, mutually beneficial, relationships with suppliers, customers and our bank. These relationships are based on trust and openness, principals that have served us well over the years. Where we can, we try to build those relationships at a local level and go far beyond a transactional relationship. The directors are "hands on" in the business and receive regular updates from the management team on how the business is performing and how these stakeholders have been engaged. |
The impact of the group's operations on the community and the environment |
The directors regularly review opportunities to reduce environmental impact by complying with all relevant legislation and being aware of our responsibilities. |
In order to increase our corporate social responsibility and reduce our environmental impact we will consider alternative solutions for generating power by stocking and selling HVO (hydrotreated vegetable oil) which is a fossil free environmentally friendly sustainable fuel alternative to mineral diesel. |
HVO will be invaluable in helping the UK achieve its 2050 net zero target for greenhouse gas emissions as it is 100% biodegradable, sustainable and renewable. |
We support our community through our sponsorship and support of local charities, sports clubs and events. |
The desirability of the group maintaining a reputation for high standards of business conduct |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
We aim to operate with fairness in all our dealings and expect our staff to act accordingly. Where we have areas to improve, we will create action plans and implement any necessary changes. |
The need to act fairly between members of the group |
The group continues to be controlled by the Callow family and all members are treated fairly. The directors consider which course of action best enables delivery of long term value for the group and company. In so doing, the directors ensure that decisions made consider the interests of all members. |
On an ongoing basis, the board will continue to review and challenge how engagement with stakeholders can be improved. |
STREAMLINED ENERGY AND CARBON REPORTING |
The calculation methodologies followed the 2019 HM Government Environmental Reporting Guidelines and GHG Reporting Protocol - Corporate Standard. The 2023 UK Government's Conversion Factors for Company Reporting have been used, as well as an operational approach to define boundaries and scope, Reasonable estimates and assumptions consistent with such guidance have been used where necessary. |
The primary data source includes: |
- Consumption data and supplier invoices for electric and gas emissions; |
- Expense claims for transport |
- Own use fuel records and standard vehicle emission measurements. |
Units | 2023 |
Emissions from combustion of fuel for transport purposes scope 1 | tCO2e | 272 |
Emissions from combustion fuel for heating scope 1 | tCO2e | 1 |
Emissions from purchased electricity scope 2 | tCO2e | 3 |
Emissions from business travel in employee owned vehicles at a rate of 45p per mile scope 3 | tCO2e | 5 |
Total gross emissions | 281 |
Energy consumption used to calculate the above emissions | kWh | 1,033,625 |
Intensity measurement | Turnover £M | £17.02 |
Intensity ratio | tCo2e/£M Turnover | 16.51 |
The group seeks to improve fuel economy by reducing the overall age profile of our truck fleet through the purchase of newer, more fuel efficient vehicles, whilst optimising our delivery routes to enable us to provide more efficient deliveries per mile travelled. |
These figures relate to the group's five month trading period. See the Statutory Financial Statements of Hingley & Callow Oils Limited for the annual figures. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
KEY PERFORMANCE INDICATORS (KPI) |
The group is result orientated. Actual performance is measured against budgeted performance taking into account the impact of world oil prices. The main KPI's used by the group to measure performance are gross margin, earnings before interest and tax, evaluation of working capital, capacity, litres sold and cashflow. |
ENVIRONMENT |
The group is exposed to environmental risks due to the nature of the products it stores, transports and delivers. The sector in which the group operates is heavily regulated and monitored, and the group ensures that it complies with all relevant laws and standards and has procedures in place to manage its position in order to minimise the environmental impact of its operations. In addition, insurance policies are taken out to assist in mitigating any unforeseen events. |
EMPLOYEES |
The employees of the group are systematically provided with information on matters which concern them as employees. Employees are regularly consulted when decisions are taken which are likely to affect their interests. The directors continue to provide information to the employees in order to achieve employee awareness of financial and economic factors affecting the group. The group maintains a policy of giving fair consideration to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities. In the event of an employee becoming disabled, the group would endeavour to ensure continued employment. |
HEALTH AND SAFETY |
The group's policy is to conduct its business in a manner that protects the safety of those involved in its operations, customers and the public. The group strives to prevent all accidents, injuries and occupational illnesses through regular system and risk reviews, and is committed to continuous efforts to identify, eliminate or manage health and safety risks associated with its activities. |
GOING CONCERN |
The group has a very strong Statement of Financial Position and the directors have a reasonable expectation that the group has adequate resources to continue trading for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing the financial statements. |
ON BEHALF OF THE BOARD: |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
The directors present their report with the financial statements of the company and the group for the period 5th January 2023 to 30th September 2023. |
INCORPORATION |
The group was incorporated on 5th January 2023 and commenced trading on the same date. |
DIVIDENDS |
No dividends will be distributed for the period ended 30th September 2023. |
DIRECTORS |
The directors who have held office during the period from 5th January 2023 to the date of this report are as follows: |
DISCLOSURE IN THE STRATEGIC REPORT |
The business review, financial key performance indicators and financial management risk objectives are included in the Strategic Report. |
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), 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HINGLEY & CALLOW OILS HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of Hingley & Callow Oils Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30th September 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 30th September 2023 and of the group's loss 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 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. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HINGLEY & CALLOW OILS HOLDINGS LIMITED |
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 six, 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HINGLEY & CALLOW OILS HOLDINGS LIMITED |
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: |
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. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: |
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. |
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern. |
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation (ie. gives a true and fair view). |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HINGLEY & CALLOW OILS HOLDINGS LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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. |
for and on behalf of |
Statutory Auditors and Accountants |
Mountfield House |
661 High Street |
Kingswinford |
West Midlands |
DY6 8AL |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
CONSOLIDATED |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
2023 | 2023 | 2023 |
Continuing | Discontinued | Total |
Notes | £ | £ | £ |
TURNOVER | 3 | 13,174,732 | 3,846,575 | 17,021,307 |
Cost of sales | (11,845,203 | ) | (3,096,909 | ) | (14,942,112 | ) |
GROSS PROFIT | 1,329,529 | 749,666 | 2,079,195 |
Distribution costs | (332,144 | ) | (146,673 | ) | (478,817 | ) |
Administrative expenses | (3,273,201 | ) | (393,959 | ) | (3,667,160 | ) |
(2,275,816 | ) | 209,034 | (2,066,782 | ) |
Other operating income | 487,782 | 4,481 | 492,263 |
OPERATING (LOSS)/PROFIT | 5 | (1,788,034 | ) | 213,515 | (1,574,519 | ) |
Interest receivable and similar income | 167,944 | - | 167,944 |
Interest payable and similar expenses | 6 | (51,300 | ) | - | (51,300 | ) |
(LOSS)/PROFIT BEFORE TAXATION | (1,671,390 | ) | 213,515 | (1,457,875 | ) |
Tax on (loss)/profit | 7 | 356,326 | (53,354 | ) | 302,972 |
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD | ( | ) | ( | ) |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE PERIOD | (1,154,903) |
(Loss)/profit attributable to: |
Owners of the parent | (1,154,903 | ) |
Total comprehensive loss attributable to: |
Owners of the parent | (1,154,903) |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
30TH SEPTEMBER 2023 |
Notes | £ |
FIXED ASSETS |
Intangible assets | 9 | 2,069,183 |
Tangible assets | 10 | 2,918,523 |
Investments | 11 | 19,000 |
5,006,706 |
CURRENT ASSETS |
Stocks | 12 | 1,618,530 |
Debtors | 13 | 5,895,582 |
Cash at bank and in hand | 14,614,554 |
22,128,666 |
CREDITORS |
Amounts falling due within one year | 14 | (14,975,935 | ) |
NET CURRENT ASSETS | 7,152,731 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 12,159,437 |
PROVISIONS FOR LIABILITIES | 17 | (355,578 | ) |
NET ASSETS | 11,803,859 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 12,958,762 |
Retained earnings | 19 | (1,154,903 | ) |
SHAREHOLDERS' FUNDS | 11,803,859 |
The financial statements were approved by the Board of Directors and authorised for issue on 14th August 2024 and were signed on its behalf by: |
J Callow - Director |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
COMPANY STATEMENT OF FINANCIAL POSITION |
30TH SEPTEMBER 2023 |
Notes | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 13 |
CREDITORS |
Amounts falling due within one year | 14 | ( | ) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 5,635,279 |
The financial statements were approved by the Board of Directors and authorised for issue on |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 12,958,762 | - | 12,958,762 |
Total comprehensive loss | - | (1,154,903 | ) | (1,154,903 | ) |
Balance at 30th September 2023 | 12,958,762 | (1,154,903 | ) | 11,803,859 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Profit for the period | - | 5,635,279 | 5,635,279 |
Total comprehensive income | - |
Issue of share capital | - |
Balance at 30th September 2023 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 4,439,333 |
Net cash from operating activities | 4,439,333 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (6,631,517 | ) |
Purchase of tangible fixed assets | (8,087,018 | ) |
Purchase of fixed asset investments | (19,000 | ) |
Sale of intangible fixed assets | 4,347,789 |
Sale of tangible fixed assets | 5,069,844 |
Interest received | 167,944 |
Net cash from investing activities | (5,151,958 | ) |
Cash flows from financing activities |
Amount introduced by directors | 1,368,417 |
Share issue | 29,950,881 |
Share buyback | (15,992,119 | ) |
Net cash from financing activities | 15,327,179 |
Increase in cash and cash equivalents | 14,614,554 |
Cash and cash equivalents at beginning of period | 2 | - |
Cash and cash equivalents at end of period | 2 | 14,614,554 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Loss before taxation | (1,457,875 | ) |
Depreciation charges | 411,126 |
Profit on disposal of fixed assets | (97,930 | ) |
Finance costs | 51,300 |
Finance income | (167,944 | ) |
(1,261,323 | ) |
Increase in stocks | (1,618,530 | ) |
Increase in trade and other debtors | (5,895,582 | ) |
Increase in trade and other creditors | 13,214,768 |
Cash generated from operations | 4,439,333 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 30th September 2023 |
30.9.23 | 5.1.23 |
£ | £ |
Cash and cash equivalents | 14,614,554 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 5.1.23 | Cash flow | At 30.9.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | - | 14,614,554 | 14,614,554 |
- | 14,614,554 | 14,614,554 |
Total | - | 14,614,554 | 14,614,554 |
4. | MAJOR NON-CASH TRANSACTIONS |
Significant restructuring transactions have occurred during the year, the majority of which are non cash transactions. Only the cash element of these transactions have been included in this cashflow statement. See called up share capital and fixed asset investments notes for details. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
1. | STATUTORY INFORMATION |
Hingley & Callow Oils Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements cover the period from 5th January 2023 to 30th September 2023. The company changed its accounting period end to fall in line with that of its subsidiary. |
Going concern |
The group meets its day-to-day working capital requirements through it's trading.The group's forecasts and projections, taking account of reasonable possible changes in trading performance, show that the group should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements. |
Basis of consolidation |
The consolidated financial statements include the financial statements of the company and its subsidiary undertakings for the period 1st May 2023 to 30th September 2023. The purchase method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated profit and loss account from the date of acquisition and up to the date of disposal. |
Under section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account. |
In the company's separate financial statements, investments in subsidiary undertakings are stated at cost, less any provision for impairment. |
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. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
In preparing these financial statements, the directors have had to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities income and expenses. |
The estimates and associated assumptions are based on historic experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. The judgements, estimates and assumptions which have significant risk of material adjustment to the carrying amount of assets and liabilities are: |
(a) Depreciation of tangible fixed assets - tangible fixed assets, other than freehold land and buildings, are depreciated over their useful economic lives, taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. |
(b) Debtor provisions - the group has recognised provisions against specific trade debtor balances. The judgements and estimates necessary to calculate these provisions are based on historical experience and other reasonable factors. This provision is based on the age of the debtor balance and the assessed risk of recoverability. The value of trade debtors in note 13 is net of the provision for doubtful debts. |
(c) Obsolete stock - obsolete stocks are written off and removed from the stock records when identified. |
(d) There has been considerable restructuring of the group during the period. In order to consolidate the accounts, balance sheet values have been used as close to the transaction dates as possible. It is considered that no material misstatements will arise as a consequence of using these figures. |
Revenue |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Revenue from the sale of goods is recognised when the group has transferred the significant risks and rewards of ownership to the buyer and it is probable that the group will receive the previously agreed upon payment. Revenue is shown net of discounts, rebates, value added tax and other sales taxes. |
Revenue is recognised at the point that the goods are delivered to or collected by the customer. |
Other operating income |
Other operating income represents investment income and other income. Income is recognised in accordance with the period to which it relates. |
Tangible fixed assets |
Long leasehold | - |
Plant and machinery | - |
Motor vehicles | - |
No depreciation has been charged on freehold property as the estimated useful economic life of the properties exceeds 50 years and a continuous policy of renewal and maintenance is undertaken. A full review of the impairment of freehold property has been completed at the end of the accounting period with no adjustments being considered necessary to the value at which these properties are shown in the financial statements. Land is not depreciated. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost is based on the cost of purchase on a first in, first out basis |
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to sell. The impairment loss is recognised immediately in profit or loss. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than 3 months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Pension costs |
The group operates two pension schemes, a self administered scheme (assets held in independently administered funds) for the directors, and an automatic enrolment scheme for the employees. Contributions payable for the year are charged in the profit and loss account. |
Provisions for liabilities |
Provisions are recognised where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. |
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the principal activities of the group. |
An analysis of turnover by class of business is given below: |
£ |
Fuel distribution | 14,394,317 |
Petrol filling stations | 2,626,990 |
17,021,307 |
4. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries | 2,894,930 |
Social security costs | 412,667 |
Other pension costs | 13,466 |
3,321,063 |
The average number of employees during the period was as follows: |
Directors |
The average number of employees by undertakings that were proportionately consolidated during the period was 72 . |
£ |
Directors' remuneration | 2,304,336 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
4. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
£ |
Emoluments etc | 1,117,474 |
5. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
£ |
Depreciation - owned assets | 196,581 |
Profit on disposal of fixed assets | (573,049 | ) |
Goodwill amortisation | 214,545 |
Auditors' remuneration | 34,880 |
Auditors' remuneration for non audit work | 42,492 |
Taxation compliance services | 4,000 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Other interest | 51,300 |
7. | TAXATION |
Analysis of the tax credit |
The tax credit on the loss for the period was as follows: |
£ |
Current tax: |
UK corporation tax | (394,281 | ) |
Deferred tax | 91,309 |
Tax on loss | (302,972 | ) |
Reconciliation of total tax credit included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Loss before tax | (1,457,875 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % | (364,469 | ) |
Effects of: |
Expenses not deductible for tax purposes | 17,294 |
Depreciation in excess of capital allowances | 8,421 |
Change in rate of corporation tax | 129,045 |
Profit on disposal of subsidiary companies | (118,780 | ) |
Amortisation | 25,517 |
Total tax credit | (302,972 | ) |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
8. | 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. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Single farm |
payment |
Goodwill | entitlement | Totals |
£ | £ | £ |
COST |
Additions | 6,631,516 | 1 | 6,631,517 |
Disposals | (4,459,269 | ) | (1 | ) | (4,459,270 | ) |
At 30th September 2023 | 2,172,247 | - | 2,172,247 |
AMORTISATION |
Amortisation for period | 214,545 | - | 214,545 |
Eliminated on disposal | (111,481 | ) | - | (111,481 | ) |
At 30th September 2023 | 103,064 | - | 103,064 |
NET BOOK VALUE |
At 30th September 2023 | 2,069,183 | - | 2,069,183 |
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. |
10. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Long | Plant and | Motor |
property | leasehold | machinery | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
Additions | 3,706,539 | 668,597 | 2,199,181 | 1,512,701 | 8,087,018 |
Disposals | (3,144,114 | ) | - | (1,405,781 | ) | (464,979 | ) | (5,014,874 | ) |
At 30th September 2023 | 562,425 | 668,597 | 793,400 | 1,047,722 | 3,072,144 |
DEPRECIATION |
Charge for period | - | 2,295 | 43,900 | 150,386 | 196,581 |
Eliminated on disposal | - | - | (15,819 | ) | (27,141 | ) | (42,960 | ) |
At 30th September 2023 | - | 2,295 | 28,081 | 123,245 | 153,621 |
NET BOOK VALUE |
At 30th September 2023 | 562,425 | 666,302 | 765,319 | 924,477 | 2,918,523 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
11. | FIXED ASSET INVESTMENTS |
Group | Company |
£ | £ |
Shares in group undertakings | - |
Other investments not loans | 19,000 |
19,000 |
Additional information is as follows: |
Group |
Investments (neither listed nor unlisted) were as follows: |
£ |
Debenture | 19,000 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
Disposals | ( | ) |
Impairments | ( | ) |
At 30th September 2023 |
NET BOOK VALUE |
At 30th September 2023 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB |
Nature of business: |
% |
Class of shares: | holding |
2023 |
£ |
Aggregate capital and reserves |
Loss for the period | ( | ) |
Acquisition of a subsidiary |
On 30th April 2023, as part of the group's restructuring, the company issued 29,949,401 £1 ordinary shares to the shareholders of Hingley & Callow Oils Limited as consideration for its investment. The new shares were deemed to rank pari-passu with the original shares. See share capital note for full details of the transaction. |
Net assets at date of acquisition: |
Fair value |
to group |
£ |
Goodwill | 2,063,251 |
Fixed assets | 2,424,575 |
Investments | 11,356,840 |
Stock | 2,931,180 |
Debtors | 8,956,273 |
Cash | 15,673,334 |
Creditors due within one year | (13,191,783 | ) |
Deferred tax | (264,269 | ) |
Net assets | 29,949,401 |
As a result of the group restructure and the transfer of the subsidiary companies to new groups, the value of this investment was impaired to its carrying value of £18,592,561. The goodwill is attributable to customer relationships and its useful life is estimated to be 10 years. |
Included in the consolidated accounts for the period since acquisition are revenues of £13,174,732 and a loss of £1,315,064 in respect of this company. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB |
Nature of business: |
% |
Class of shares: | holding |
Acquisition and disposal of a subsidiary |
This company was acquired as a result of being a 100% subsidiary of Hingley & Callow Oils Limited on 30th April 2023. On 19th July 2023, as part of the group's restructuring, Hingley & Callow Oils Limited transferred its 100% share holding in Callow Gas Limited to Hingley & Callow Oils Holdings Limited via a dividend in specie. On the same day, the subsidiary was transferred as part of a tripartite agreement to Callow Gas Holdings Limited. Details of this agreement are given in the share capital note. |
The fair value of net assets at the dates of acquisition and disposal were as follows |
On | On |
acquisition | disposal |
£ | £ |
Goodwill | 4,438,520 | 4,327,557 |
Fixed assets | 2,179,181 | 2,248,721 |
Debtors | 2,292,426 | 1,815,628 |
Stock | 196,936 | 151,998 |
Cash | 852,510 | 759,434 |
Creditors due within one year | (894,180 | ) | (132,591 | ) |
Deferred Taxation | (295,828 | ) | (295,828 | ) |
Net assets | 8,769,565 | 8,874,919 |
The goodwill is attributable to customer relationships and its useful life is estimated to be 10 years. |
Included in the consolidated accounts for the period since acquisition until disposal are revenues of £1,219,585 and a profit of £105,352 in respect of this company. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB |
Nature of business: |
% |
Class of shares: | holding |
Acquisition and disposal of a subsidiary |
This company was acquired as a result of being a 100% subsidiary of Hingley & Callow Oils Limited on 30th April 2023. On 19th July 2023, as part of the group's restructuring, Hingley & Callow Oils Limited transferred its 100% share holding in Chaddesley Garage Limited to Hingley & Callow Oils Holdings Limited via a dividend in specie. On 24th July 2023, the subsidiary was transferred as part of a tripartite agreement to Chaddesley Garage Holdings Limited. Details of this agreement are given in the share capital note. |
The fair value of net assets at the dates of acquisition and disposal were as follows |
On | On |
acquisition | disposal |
£ | £ |
Fixed assets | 268,373 | 262,923 |
Debtors | 89,618 | 75,325 |
Stock | 127,074 | 113,840 |
Cash | 472,007 | 519,671 |
Creditors due within one year | (564,030 | ) | (524,537 | ) |
Deferred Taxation | (9,329 | ) | (9,329 | ) |
Net assets | 383,713 | 437,893 |
Included in the consolidated accounts for the period since acquisition until disposal are revenues of £2,626,990 and a profit of £54,180 in respect of this company. |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB |
Nature of business: |
% |
Class of shares: | holding |
Acquisition and disposal of a subsidiary |
This company was acquired as a result of being a 100% subsidiary of Hingley & Callow Oils Limited on 30th April 2023. On 19th July 2023, as part of the group's restructuring, Hingley & Callow Oils Limited transferred its 100% share holding in Broome Farm (West Midlands) Limited to Hingley & Callow Oils Holdings Limited via a dividend in specie. On 25th July 2023, the subsidiary was transferred as part of a tripartite agreement to Broome Farm Holdings Limited. Details of this agreement are given in the share capital note. |
The fair value of net assets at the dates of acquisition and disposal were as follows |
On | On |
acquisition | disposal |
£ | £ |
Goodwill | 20,749 | 20,231 |
Fixed assets | 2,170,175 | 2,169,783 |
Debtors | 176,487 | 186,057 |
Cash | 53,838 | 7,901 |
Creditors due within one year | (43,043 | ) | (5,137 | ) |
Deferred Taxation | (174,646 | ) | (174,646 | ) |
Net assets | 2,203,560 | 2,204,189 |
The goodwill is attributable to customer relationships and its useful life is estimated to be 10 years. |
Included in the consolidated accounts for the period since acquisition until disposal are revenues of £2,238 and a profit of £629 in respect of this company. |
12. | STOCKS |
Group |
£ |
Stocks | 1,618,530 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade debtors | 4,404,928 |
Amounts owed by group undertakings | - |
Other debtors | 1,173,713 |
VAT | 169,083 |
Prepayments | 147,858 |
5,895,582 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade creditors | 7,002,175 |
Tax | 104,440 |
Social security and other taxes | 359,293 |
Other creditors | 2,773,689 |
Directors' current accounts | 2,368,417 | 998,520 |
Accrued expenses | 2,367,921 |
14,975,935 |
15. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non- | cancellable | operating leases |
£ |
Within one year | 2,500 |
16. | SECURED DEBTS |
Potential bank borrowings are secured by a legal charge over certain of the group's land and buildings, together with a fixed and floating charge over the other assets of the group. |
17. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 355,578 |
Group |
Deferred |
tax |
£ |
Provided during period | 114,311 |
Acquired | 720,563 |
Transferred to subsidiaries | (479,296 | ) |
Balance at 30th September 2023 | 355,578 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | £1 | 12,958,762 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
18. | CALLED UP SHARE CAPITAL - continued |
On 5th January 2023 the company issued 1,480 £1 ordinary subscriber shares, fully paid |
On 30th April 2023 the company issued a further 29,949,401 £1 ordinary shares as consideration for its investment in Hingley & Callow Oils Limited. This company is now a 100% subsidiary. The new shares were deemed to be fully paid and rank pari-passu with the original shares. |
On 18th July 2023 8,769,566 shares were redesignated as £1 ordinary B shares, 1,018,993 shares as £1 ordinary C shares and 2,203,560 shares as £1 ordinary D shares. |
On 19th July 2023, Hingley & Callow Oils Limited declared a dividend in specie which was satisfied by the transfer of its 100% investments in Callow Gas Limited, Chaddesley Garage Limited and Broome Farm (West Midlands) Limited to Hingley & Callow Oils Holdings Limited. The three companies were then 100% subsidiaries of Hingley & Callow Oils Holdings Limited. |
On 19th July 2023, as part of a tripartite agreement, Callow Gas Holdings Limited issued 8,769,566 £1 ordinary shares in exchange for Hingley & Callow Oils Holdings Limited transferring its shareholding in Callow Gas Limited to Callow Gas Holdings Limited. On the same date, Hingley & Callow Oils Holdings Limited cancelled all B shares as consideration. |
On 24th July 2023, as part of a tripartite agreement, Chaddesley Garage Holdings Limited issued 1,018,993 £1 ordinary shares in exchange for Hingley & Callow Oils Holdings Limited transferring its shareholding in Chaddesley Garage Limited to Chaddesley Garage Holdings Limited. On the same date, Hingley & Callow Oils Holdings Limited cancelled all C shares as consideration. |
On 25th July 2023, as part of a further tripartite agreement, Broome Farm Holdings Limited issued 2,203,560 £1 ordinary shares in exchange for Hingley & Callow Oils Holdings Limited transferring its shareholding in Broome Farm (West Midlands) Limited to Broome Farm Holdings Limited. On the same date, Hingley & Callow Oils Holdings Limited cancelled all D shares as consideration. |
On 20th September 2023, the company cancelled a further 5,000,000 £1 ordinary shares. |
Each £1 ordinary share has full rights in the company with respect to voting, dividends and distributions. |
19. | RESERVES |
Group |
Retained |
earnings |
£ |
Deficit for the period | (1,154,903 | ) |
At 30th September 2023 | (1,154,903 | ) |
Company |
Retained |
earnings |
£ |
Profit for the period |
At 30th September 2023 |
HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 5TH JANUARY 2023 TO 30TH SEPTEMBER 2023 |
19. | RESERVES - continued |
The retained earnings reserve represents cumulative profits and losses net of dividends and any other adjustments. |
20. | CAPITAL COMMITMENTS |
£ |
Contracted but not provided for in the |
financial statements | 144,836 |
21. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
J D Callow and Mrs A M Callow |
The group paid Mr and Mrs Callow interest of £38,040 on their directors loan account during the period. This was calculated at 4% above bank base rates. |
2023 |
£ |
Amount due to related party at balance sheet date | 2,122,474 |
Mrs H L Needham |
The group paid Mrs Needham interest of £1,537 on her directors loan account during the period. This was calculated at 4% above bank base rates. |
2023 |
£ |
Amount due to related party at balance sheet date | 339 |
J Callow |
The group paid Mr Callow interest of £12,562 on his directors loan account during the period. This was calculated at 4% above bank base rates. |
2023 |
£ |
Amount due to related party at balance sheet date | 245,604 |
22. | ULTIMATE CONTROLLING PARTY |
The controlling party is Mrs A M Callow. |