IRIS Accounts Productionv24.2.0.38314572977Board of Directors30.9.235.1.2330.9.2330.9.23the distribution of domestic, agricultural and industrial fuels, together with the sale of petrol, oils and associated products from a petrol filling station,which was transferred out of the company on 31st March 2023, as part of the ongoing reconstruction of the group.truetruetruefalsetruetruefalsefalsefalsefalsefalsefalsefalsetruetruefalseOrdinary0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh145729772023-01-04145729772023-09-30145729772023-01-052023-09-30145729772023-01-0414572977ns15:EnglandWales2023-01-052023-09-3014572977ns14:PoundSterling2023-01-052023-09-3014572977ns10:Director12023-01-052023-09-3014572977ns10:Consolidated2023-09-3014572977ns10:ConsolidatedGroupCompanyAccounts2023-01-052023-09-3014572977ns10:PrivateLimitedCompanyLtd2023-01-052023-09-3014572977ns10:Consolidatedns10:FRS1022023-01-052023-09-3014572977ns10:Consolidatedns10:Audited2023-01-052023-09-3014572977ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-052023-09-3014572977ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-052023-09-3014572977ns10:Consolidatedns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-052023-09-3014572977ns10:LargeMedium-sizedCompaniesRegimeForAccountsns10:Consolidated2023-01-052023-09-3014572977ns10:FullAccounts2023-01-052023-09-3014572977ns5:Subsidiary12023-01-052023-09-3014572977ns5:Subsidiary22023-01-052023-09-3014572977ns5:Subsidiary32023-01-052023-09-3014572977ns5:Subsidiary42023-01-052023-09-301457297712023-01-052023-09-3014572977ns10:OrdinaryShareClass12023-01-052023-09-3014572977ns10:Consolidated2023-01-052023-09-3014572977ns10:Director32023-01-052023-09-3014572977ns10:Director42023-01-052023-09-3014572977ns10:RegisteredOffice2023-01-052023-09-3014572977ns10:Director22023-01-052023-09-3014572977ns5:ContinuingOperationsns10:Consolidated2023-01-052023-09-3014572977ns5:DiscontinuedOperationsns10:Consolidated2023-01-052023-09-3014572977ns5:CurrentFinancialInstruments2023-09-3014572977ns5:ShareCapital2023-09-3014572977ns5:RetainedEarningsAccumulatedLosses2023-09-3014572977ns5:RetainedEarningsAccumulatedLosses2023-01-052023-09-3014572977ns5:ShareCapital2023-01-052023-09-3014572977ns5:LongLeaseholdAssetsns5:LandBuildings2023-01-052023-09-3014572977ns5:PlantMachinery2023-01-052023-09-3014572977ns5:MotorVehicles2023-01-052023-09-3014572977ns5:AdditionsToInvestments2023-09-3014572977ns5:DisposalsRepaymentsInvestments2023-09-3014572977ns5:ProvidedReleasedInPeriodProvisionsForImpairmentInvestments2023-09-3014572977ns5:CostValuation2023-09-3014572977ns5:Subsidiary112023-01-052023-09-3014572977ns5:Subsidiary12023-09-30145729773ns5:Subsidiary22023-01-052023-09-3014572977ns5:Subsidiary352023-01-052023-09-30145729777ns5:Subsidiary42023-01-052023-09-3014572977ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-09-3014572977ns10:OrdinaryShareClass12023-09-30

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:

Mrs A M Callow


Mrs H L Needham


J Callow







REGISTERED OFFICE:

Severn House


Sandy Lane Industrial Estate


Stourport-On-Severn


Worcestershire


DY13 9QB







REGISTERED NUMBER:

14572977 (England and Wales)







AUDITORS:

French Ludlam & Co Limited


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:






J Callow - Director



14th August 2024


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:


J D Callow - appointed 5th January 2023

Mrs A M Callow - appointed 5th January 2023

Mrs H L Needham - appointed 5th January 2023

J Callow - appointed 5th January 2023


J D Callow ceased to be a director after 30th September 2023 but prior to the date of this report.


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:






J Callow - Director



14th August 2024


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.





Stephen B Ludlam (Senior Statutory Auditor)

for and on behalf of French Ludlam & Co Limited

Statutory Auditors and Accountants

Mountfield House

661 High Street

Kingswinford

West Midlands

DY6 8AL


14th August 2024


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

(1,315,064

)

160,161


(1,154,903

)



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

18,592,561



18,592,561





CURRENT ASSETS


Debtors

13

1,000,000





CREDITORS


Amounts falling due within one year

14

(998,520

)



NET CURRENT ASSETS

1,480




TOTAL ASSETS LESS CURRENT

LIABILITIES

18,594,041





CAPITAL AND RESERVES


Called up share capital

18

12,958,762




Retained earnings

19

5,635,279




SHAREHOLDERS' FUNDS

18,594,041





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 14th August 2024 and were signed on its behalf by:






J Callow - Director



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

-


5,635,279


5,635,279



Issue of share capital

12,958,762


-


12,958,762



Balance at 30th September 2023

12,958,762


5,635,279


18,594,041




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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


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



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


Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.  


Long leasehold

-

over the period of the lease


Plant and machinery

-  

10% on cost and 10% on reducing balance


Motor vehicles

-

33% on reducing balance


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

4





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

-


18,592,561




Other investments not loans

19,000


-



19,000


18,592,561





Additional information is as follows:



Group



Investments (neither listed nor unlisted) were as follows:

£   



Debenture

19,000




Company


Shares in


group


undertakings

£   



COST


Additions

41,306,241




Disposals

(11,356,840

)



Impairments

(11,356,840

)



At 30th September 2023

18,592,561




NET BOOK VALUE


At 30th September 2023

18,592,561




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



Hingley & Callow Oils Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: The distribution of wholesale fuel.


%


Class of shares:

holding



£1 Ordinary shares

100.00


2023


£   



Aggregate capital and reserves

10,549,651




Loss for the period

(1,315,064

)



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
£
Goodwill2,063,251
Fixed assets2,424,575
Investments11,356,840
Stock2,931,180
Debtors8,956,273
Cash15,673,334
Creditors due within one year(13,191,783)
Deferred tax(264,269)
Net assets29,949,401

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



Callow Gas Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: Distribution of wholesale gas.


%


Class of shares:

holding



Ordinary £1 shares




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



Chaddesley Garage Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: Petrol station.


%


Class of shares:

holding



£1 Ordinary shares




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



Broome Farm (West Midlands) Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: Farm


%


Class of shares:

holding



£1 Ordinary shares




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

-


1,000,000




Other debtors

1,173,713


-




VAT

169,083


-




Prepayments

147,858


-



5,895,582


1,000,000




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


998,520




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:

£   



12,958,762

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

5,635,279




At 30th September 2023

5,635,279




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.