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Registered number: 08276510









CORLEY + WOOLLEY LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2023

 
CORLEY + WOOLLEY LIMITED
 
 
COMPANY INFORMATION


Directors
J C Corley 
M R Woolley 
B R Smith 
S J Talbot (resigned 31 March 2024)
A Ford (resigned 18 March 2022)




Registered number
08276510



Registered office
Suite D, The Business Centre
Faringdon Avenue

Romford

Essex

RM3 8EN




Independent auditors
Clay Ratnage Daffin & Co Limited
Chartered Accountants & Statutory Auditors

Suite D, The Business Centre

Faringdon Avenue

Romford

Essex

RM3 8EN




Bankers
National Westminster Bank Plc
10 Southwark Street

London

SE1 1TJ





 
CORLEY + WOOLLEY LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Statement of cash flows
 
12
Analysis of net debt
 
13
Notes to the financial statements
 
14 - 27


 
CORLEY + WOOLLEY LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2023

Introduction
 
We present our Strategic Report with the Financial Statements of the company for the period ended 30 June 2023.

Company overview
 
The principal activity of the company continues to be that of a main contractor specialising in interior fit-out and refurbishment projects in the commercial office and hospitality sectors. We operate predominantly in the London and M25 corridor market. The differentiators we set out to achieve as a business is our attention to detail in every facet of what we do, being extremely passionate about our client’s business as well as our own, personalised Director/Owner involvement from Pre-Construction through to Practical Completion, and our Aftercare services thus ensuring our belief in a ‘Client for Life’ philosophy.
The years 2022 and 2023 saw a whole range of unforeseeable challenges that had a significant impact on the business and the wider construction industry. Whilst it is evident to all involved that there has been large price rises in the cost of materials along with interest rate rises, labour shortages, energy and the long term effects of COVID-19, this has been exacerbated by the regular failure of the supply chain, and the lack of support from Developer Clients who expect contractors to absorb all variables that occurred in the marketplace, thereby draining the business of a significant proportion of its working capital.
We suffered from these issues on two projects which has caused the business to make substantial provision for foreseeable losses within this reporting period, as dictated by accounting rules. We have a significant P.I. claim being submitted which has the opportunity to improve the cash position of the company but will not be concluded until late 2024. As a result of this the company was forced to enter into a CVA on 10 July 2024, to protect itself from aggressive creditors. Moving forward the directors have put additional safeguards and procedures in place to protect the company from similar issues in future projects. 
Despite this, we remain positive about both our industry and our business and we will focus on completing all works and retention collections to provide the business with the strongest base for the future. 

Review of business performance

The results for the period show an operating loss of £3,240,372 (Dec 2021 - profit £574,071) and a pre-tax loss of £3,211,833 (Dec 2021 - profit £574,936).
The Directors chose to change the reporting period from 12 to 18 months, thus showing an increase in turnover for 2022 / 2023 to £68.5 million.

Principal risks and uncertainties
 
The key business risks and uncertainties that face the company are related to the management of the CVA process and ultimately the successful conclusion of the P.I. claim that it is pursuing. 
The market remains volatile with both competitor and supply chain failures, which brings uncertainty to Clients and investors alike.  
The Board will continue to monitor the financial performance of the company as well as applying appropriate Health & Safety expertise. 
The Directors of Corley + Woolley Limited continue to remain committed and in control of the business and it remains a live company for future work. 

Page 1

 
CORLEY + WOOLLEY LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023

Financial key performance indicators
 
The gross profit of the company for the current period is 0.2% compared to 7.4% for the year ended 31 December 2021. The current ratio has reduced to 1.20:1 (Dec 2021 - 1.58:1).


This report was approved by the board on 23 August 2024 and signed on its behalf.







J C Corley
Director

Page 2

 
CORLEY + WOOLLEY LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2023

The directors present their report and the financial statements for the period ended 30 June 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the company continues to be that of interiors and fit-out contractors.

Results and dividends

The loss for the period, after taxation, amounted to £2,500,643 (Dec 2021 - profit £460,576).

During the year dividends were paid totalling £532,940 (Dec 2021 - £349,960).  The directors do not recommend the payment of a further dividend.

Directors

The directors who served during the period were:

J C Corley 
M R Woolley 
B R Smith 
S J Talbot (resigned 31 March 2024)
A Ford (resigned 18 March 2022)

Future developments

The directors are not aware of any future developments which would have a significant effect on the company.

Page 3

 
CORLEY + WOOLLEY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Post balance sheet events

The company entered into a Company Voluntary Arrangement (CVA) on the 10 July 2024, due to the losses incurred on contracts, which can be further explained on note 1.2.

Auditors

Under section 487(2) of the Companies Act 2006Clay Ratnage Daffin & Co Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 23 August 2024 and signed on its behalf.
 







J C Corley
Director

Page 4

 
CORLEY + WOOLLEY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED
 

Opinion


We have audited the financial statements of Corley + Woolley Limited (the 'company') for the period ended 30 June 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Material uncertainty related to going concern


We draw attention to note 1.2 in the financial statements, which indicates that the value and timing of a significant P.I. claim is as yet to be determined. As stated in note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included review of the Company Voluntary Arrangement agreed 10 July 2024, cash flow forecasts prepared and the estimates and assumptions in relation to the P.I. claim.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
CORLEY + WOOLLEY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
CORLEY + WOOLLEY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Obtaining an understanding of the legal and regulatory frameworks applicable to the company and the sector in    which they operate.
• Obtained an understanding of how the company is complying with those legal and regulatory frameworks by    making enquiries to the management of the company’s accounting department, and management itself.
• The susceptibility of the company’s financial statements to material misstatement caused by fraud or other     irregularities were assessed with the following procedures:
 o Identifying and assessing the design effectiveness of controls which management have in place to prevent     and detect fraud
 o Understanding how those charged with governance considered and addressed the potential for override of     controls and management biases
 o Identifying and testing journal entries, in particular any journal entries posted with unusual account      combinations
 o Assessing the extent of compliance with the relevant laws and regulations
 o Assessing the extent to which pressures existed which may have increased the risk of fraudulent revenue     recognition
Potential fraud risks that had been identified throughout the planning and commencement of the audit were communicated to the audit team. 
The inherent limitations of audit present an unavoidable risk that we, the auditors, may not have detected some material misstatements within the financial statements despite proper planning and performance of our duties as auditors. Equally, there remains a risk of the non-detection of fraud which could involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. The audit procedures carried out are designed to detect material misstatements within the financial statements, and as such we take no responsibility for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.





















Page 7

 
CORLEY + WOOLLEY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED (CONTINUED)


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.







Lorraine Catherine Purdy FCCA (Senior statutory auditor)
  
for and on behalf of
Clay Ratnage Daffin & Co Limited
 
Chartered Accountants & Statutory Auditors
  
Suite D, The Business Centre
Faringdon Avenue
Romford
Essex
RM3 8EN

23 August 2024
Page 8

 
CORLEY + WOOLLEY LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2023

Period ended
30 June
Year ended
31 December
2023
2021
                                                                                                                                  Note
£
£

  

Turnover
 4 
68,543,629
44,648,600

Cost of sales
  
(68,421,985)
(41,338,724)

Gross profit
  
121,644
3,309,876

Administrative expenses
  
(3,362,016)
(2,738,536)

Other operating income
 5 
-
2,731

Operating (loss)/profit
 6 
(3,240,372)
574,071

Interest receivable and similar income
 12 
28,761
865

Interest payable and similar expenses
 11 
(222)
-

(Loss)/profit before tax
  
(3,211,833)
574,936

Tax on (loss)/profit
 13 
711,190
(114,360)

(Loss)/profit for the financial period/year
  
(2,500,643)
460,576

There were no recognised gains and losses for 2023 or 2021 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2021:£NIL).

The notes on pages 14 to 27 form part of these financial statements.

Page 9

 
CORLEY + WOOLLEY LIMITED
REGISTERED NUMBER: 08276510

BALANCE SHEET
AS AT 30 JUNE 2023

30 June
31 December
2023
2021
                                                                                 Note
£
£

Fixed assets
  

Tangible assets
 14 
179,921
152,761

Current assets
  

Debtors
 15 
10,210,845
8,305,814

Cash at bank and in hand
 16 
3,869,589
4,738,087

  
14,080,434
13,043,901

Creditors: amounts falling due within one year
 17 
(11,684,693)
(8,031,425)

Net current assets
  
 
 
2,395,741
 
 
5,012,476

Total assets less current liabilities
  
2,575,662
5,165,237

Creditors: amounts falling due after more than one year
 18 
(1,391,202)
(922,239)

Provisions for liabilities
  

Deferred tax
 19 
-
(24,955)

Net assets
  
1,184,460
4,218,043


Capital and reserves
  

Called up share capital 
 20 
50
55

Share premium account
 21 
28,848
28,848

Capital redemption reserve
 21 
80
75

Profit and loss account
 21 
1,155,482
4,189,065

  
1,184,460
4,218,043


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 August 2024.






J C Corley
Director

The notes on pages 14 to 27 form part of these financial statements.

Page 10

 
CORLEY + WOOLLEY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
55
28,848
75
4,189,065
4,218,043



Loss for the period
-
-
-
(2,500,643)
(2,500,643)

Dividends: Equity capital
-
-
-
(532,940)
(532,940)

Transfer of cancelled shares
-
-
5
-
5

Shares cancelled during the period
(5)
-
-
-
(5)


At 30 June 2023
50
28,848
80
1,155,482
1,184,460


The notes on pages 14 to 27 form part of these financial statements.



 


STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2021
55
28,848
75
4,128,699
4,157,677



Profit for the year
-
-
-
460,576
460,576

Dividends: Equity capital
-
-
-
(349,960)
(349,960)

Purchase of own shares
-
-
-
(50,250)
(50,250)


At 31 December 2021
55
28,848
75
4,189,065
4,218,043


The notes on pages 14 to 27 form part of these financial statements.

Page 11

 
CORLEY + WOOLLEY LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2023

Period ended
30 June
Year ended
31 December
2023
2021
£
£

Cash flows from operating activities

(Loss)/profit for the financial period
(2,500,643)
460,576

Adjustments for:

Depreciation of tangible assets
106,256
71,905

Loss on disposal of tangible assets
130,348
-

Government grants
-
(2,731)

Interest paid
222
-

Interest received
(28,761)
(865)

Taxation charge
(711,190)
114,360

(Increase) in debtors
(1,326,403)
(305,893)

Increase/(decrease) in creditors
4,122,231
(5,866,364)

Corporation tax received/(paid)
107,607
(483,109)

Net cash generated from operating activities

(100,333)
(6,012,121)


Cash flows from investing activities

Purchase of tangible fixed assets
(263,764)
(44,642)

Government grants received
-
2,731

Interest received
28,761
865

Net cash from investing activities

(235,003)
(41,046)

Cash flows from financing activities

Dividends paid
(532,940)
(349,960)

Interest paid
(222)
-

Purchase of own shares
-
(50,250)

Net cash used in financing activities
(533,162)
(400,210)

Net decrease in cash and cash equivalents
(868,498)
(6,453,377)

Cash and cash equivalents at beginning of period
4,738,087
11,191,464

Cash and cash equivalents at the end of period
3,869,589
4,738,087


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
3,869,589
4,738,087


The notes on pages 14 to 27 form part of these financial statements.

Page 12

 
CORLEY + WOOLLEY LIMITED
 

ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 JUNE 2023




At 1 January 2022
Cash flows
At 30 June 2023
£

£

£

Cash at bank and in hand

4,738,087

(868,498)

3,869,589

Debt due within 1 year

(18,726)

(12,201)

(30,927)


4,719,361
(880,699)
3,838,662

The notes on pages 14 to 27 form part of these financial statements.

Page 13

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

1.Accounting policies

 
1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The figures in the financial statements have been rounded to the nearest £1.

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

The following principal accounting policies have been applied:

 
1.2

Going concern

The company has reported a loss before tax of £3.21m in the 18 month period ended 30 June 2023. This loss includes provision for total estimated losses on two contracts which have been recognised as an expense in the period, as required by FRS 102. The losses on these contracts along with price rises, labour shortages and the long-term effects of COVID-19 seen industry-wide, caused a significant disruption to working capital. This led to the company entering into a Company Voluntary Arrangement (CVA) on 10 July 2024 and the company has a P.I. claim of some £8.8m being submitted in relation to the losses incurred. 
In arriving at their conclusion on going concern, the directors have given due consideration to whether the funding and liquidity resources available are sufficient to accommodate the principal risks and uncertainties faced by the Company, as noted above. 
The directors have prepared cash flow forecasts based on reasonable assumptions and the directors’ best estimates of the timing of income from contracts and the P.I. claim but the element relating to the P.I. claim is as yet to be determined. This therefore provides a material uncertainty related to events or conditions that would impact upon the company’s ability to continue as a going concern and realise its assets and discharge its liabilities in the normal course of business.
At the time of approving the financial statements, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the approval of the financial statements.

Page 14

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

1.Accounting policies (continued)

 
1.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

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

Full provision is made for losses on all contracts in the year in which they are first foreseen.

 
1.4

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using an appropriate basis.

The estimated useful lives range as follows:

Short-term leasehold property
-
Over term of lease
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
25% reducing balance
Office equipment
-
3 years straight line

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

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

 
1.5

Operating leases: the company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 15

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

1.Accounting policies (continued)

 
1.6

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.

 
1.7

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 three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

 
1.8

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Balance Sheet when the company becomes party to the contractual provisions of the instrument.

 
1.9

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.

 
1.10

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
1.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
1.12

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 16

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

1.Accounting policies (continued)

 
1.13

Interest income

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

 
1.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
1.15

Pensions

Defined contribution pension plan

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

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

Defined benefit pension plan

The company operates a defined small self-administered scheme (SSAS) for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement. A defined benefit plan is a pension plan that is not a defined contribution plan.



The cost of the defined benefit SSAS recognised in profit or loss as employee costs comprises:

a) the company contributions to fund the specific pension calculated during the year; and

b) the cost of plan set up, specialist acturial calculations and administration.

The company contributions will be limited to those calculated by the scheme actuary for an appropriate level of annual pension. Once the contributions have been paid by the company to fund a specific pension, the company has no further payment obligations.

Page 17

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

1.Accounting policies (continued)

 
1.16

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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


2.


General information

Corley + Woolley Limited is a private company limited by shares, incorporated in England, United Kingdom. The address of the registered office is Suite D, The Business Centre, Faringdon Avenue, Romford, Essex RM3 8EN. The company's principal place of business is 99 Bishopsgate, London, EC2M 3XD.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include amounts recoverable on long-term contracts valued at £3,379,149 (Dec 2021 - £2,328,920) and cost of sales accruals valued at £5,596,484 (Dec 2021 - £4,416,558). Included in these estimates, the directors have made provision in the year for the total foreseeable losses on contracts by estimating the final value of the contract, including the P.I. claim detailed in note 1.2, and the final estimated costs.

Page 18

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

4.


Turnover

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


Period ended
30 June
Year ended
31 December
2023
2021
£
£

Contract revenue
68,543,629
44,648,600


All turnover arose within the United Kingdom.


5.


Other operating income

Period ended
30 June
Year ended
31 December
2023
2021
£
£

Government grants receivable
-
2,731



6.


Operating (loss)/profit

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

Period ended
30 June
Year ended
31 December
2023
2021
£
£

Depreciation
106,256
71,905

Fees payable to the company's auditor and its associates for the audit of the
company's annual accounts
13,310
6,400

Loss on sale of assets
130,348
-

Other operating lease rentals
222,706
109,189

Defined contribution pension costs
142,296
114,214

Defined benefit pension cost
-
200,000


7.


Dividends

30 June
31 December
2023
2021
£
£


Paid during the period/year
532,940
349,960

Page 19

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

8.


Auditors' remuneration

Period ended
30 June
Year ended
31 December
2023
2021
£
£

Fees payable to the company's auditor and its associates for the audit of the
company's annual accounts
13,310
6,400

Fees payable to the company's auditors and associates in respect of:

All other services
19,190
11,305

9.


Employees

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


Period ended
30 June
Year ended
31 December
2023
2021
£
£

Wages and salaries
5,585,732
4,298,201

Social security costs
689,427
500,083

Cost of defined benefit scheme
-
200,000

Cost of defined contribution scheme
142,296
114,214

6,417,455
5,112,498


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


     Period ended
        30 June
       Year ended
      31 December
        2023
        2021
            No.
            No.







Directors
4
5



Direct staff
45
46



Administration staff
8
12

57
63

Page 20

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

10.


Directors' remuneration

Period ended
30 June
Year ended
31 December
2023
2021
£
£

Directors' emoluments
638,902
595,875

Company contributions to defined contribution pension schemes
25,884
23,469

Directors pension costs - defined benefit schemes
-
150,000

664,786
769,344


During the period retirement benefits were accruing to 3 directors (Dec 2021 - 4) in respect of defined contribution pension schemes.

During the period retirement benefits were accruing to no directors (Dec 2021 - 2) in respect of defined benefit pension schemes.

The highest paid director received remuneration of £261,250 (Dec 2021 - £162,085).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £13,063 (Dec 2021 - £8,000).


11.


Interest payable and similar expenses

Period ended
30 June
Year ended
31 December
2023
2021
£
£


Other loan interest payable
222
-


12.


Interest receivable

Period ended
30 June
Year ended
31 December
2023
2021
£
£


Other interest receivable
28,761
865

Page 21

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

13.


Taxation


Period ended
30 June
Year ended
31 December
2023
2021
£
£

Corporation tax


Current tax on profits for the period/year
-
118,822

Adjustments in respect of previous periods
(269,147)
-


Deferred tax


Origination and reversal of timing differences
(442,043)
(4,462)


Taxation on (loss)/profit on ordinary activities
(711,190)
114,360

Factors affecting tax charge for the period/year

The tax assessed for the period/year is lower than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

Period ended
30 June
Year ended
31 December
2023
2021
£
£


(Loss)/profit on ordinary activities before tax
(3,211,833)
574,936


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(610,248)
109,238

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
14,027
6,632

Capital allowances for the period/year (in excess of)/less than depreciation
(6,921)
3,199

Adjustments to tax charge in respect of prior periods
(243,144)
-

Increase/(decrease) in pension fund creditor leading to an increase/(decrease) in tax
1,220
(247)

Deferred tax timing differences leading to a decrease in taxation
(442,043)
(4,462)

Unrelieved tax losses carried forward
575,919
-

Total tax charge for the period/year
(711,190)
114,360


Factors that may affect future tax charges

The company has tax losses of some £3,031,000 carried forward for offset against future trading profits.

Page 22

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

14.


Tangible fixed assets







Short-term leasehold property
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2022
33,048
-
237,625
161,246
431,919


Additions
-
218,302
-
45,462
263,764


Disposals
(33,048)
-
(237,625)
(75,228)
(345,901)



At 30 June 2023

-
218,302
-
131,480
349,782



Depreciation


At 1 January 2022
11,631
-
152,810
114,717
279,158


Charge for the period on owned assets
-
67,083
-
39,173
106,256


Disposals
(11,631)
-
(152,810)
(51,112)
(215,553)



At 30 June 2023

-
67,083
-
102,778
169,861



Net book value



At 30 June 2023
-
151,219
-
28,702
179,921



At 31 December 2021
21,417
-
84,815
46,529
152,761




The net book value of land and buildings may be further analysed as follows:


30 June
31 December
2023
2021
£
£

Short leasehold
-
21,417


Page 23

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

15.


Debtors


30 June
31 December
2023
2021
£
£

Due after more than one year

Trade debtors
34,680
358,339

Other debtors
42,000
-

Due within one year

Trade debtors
5,355,396
4,727,313

Other debtors
919,053
642,046

Prepayments and accrued income
63,479
249,196

Amounts recoverable on long-term contracts
3,379,149
2,328,920

Deferred taxation
417,088
-

10,210,845
8,305,814



16.


Cash and cash equivalents

30 June
31 December
2023
2021
£
£

Cash at bank and in hand
3,869,589
4,738,087



17.


Creditors: Amounts falling due within one year

30 June
31 December
2023
2021
£
£

Trade creditors
4,449,056
2,686,630

Other taxation and social security
1,566,136
822,580

Other creditors
36,262
24,061

Accruals and deferred income
5,633,239
4,498,154

11,684,693
8,031,425


Page 24

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

18.


Creditors: Amounts falling due after more than one year

30 June
31 December
2023
2021
£
£

Trade creditors
1,391,202
922,239



19.


Deferred taxation






2023
2021


£

£






At beginning of year
(24,955)
(29,417)


Released to profit or loss
442,043
4,462



At end of year
417,088
(24,955)

The deferred taxation balance is made up as follows:

30 June
31 December
2023
2021
£
£


Accelerated capital allowances
-
(24,955)

Tax losses carried forward
417,088
-


The directors expect the reversal of £417,088 of the deferred taxation asset in the year after the reporting period as the tax loss is utilised against profits.

Page 25

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

20.


Share capital

30 June
31 December
2023
2021
£
£
Allotted, called up and fully paid



3,300 (Dec 2021 - 3,300) A Ordinary shares of £0.01 each
33
33
550 (Dec 2021 - 550) B Ordinary shares of £0.01 each
6
6
0 (2021 - 550) C Ordinary shares of £0.01 each
-
5
1,100 (2021 - 1,100) D Ordinary shares of £0.01 each
11
11

50

55

The A, B and D Ordinary shares have full rights to vote, dividends and capital distribution (including on winding up); they do not confer any rights of redemption.  C Ordinary shares have no voting rights. A requisite resolution to declare a dividend may, if desired, be declared on an unequal basis between the A Ordinary, B Ordinary, C Ordinary and D Ordinary shares and may provide that a dividend is not declared at all in respect of a class.
On 13 June 2023, the 550 C Ordinary shares held in Treasury were cancelled.



21.


Reserves

Share premium account

Includes any premiums received on issue of share capital.

Capital redemption reserve

A statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of the company's own shares.

Profit and loss account

Includes all current and prior period retained profits and losses.


22.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £142,296 (Dec 2021 - £114,214). Contributions totalling £30,927 (Dec 2021 - £18,726) were payable to the fund at the reporting date.
The company also operated a defined benefit small self-administered scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company for a specific pension and amounted to £Nil 
(2021 - £200,000).

Page 26

 
CORLEY + WOOLLEY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

23.


Commitments under operating leases

At 30 June 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

30 June
31 December
2023
2021
£
£


Not later than 1 year
248,400
85,723

Later than 1 year and not later than 5 years
63,000
-

311,400
85,723


24.


Transactions with directors

At the balance sheet date, a director owed the company £180,010. Interest was charged at the official rate.


25.


Related party transactions


30 June
31 December
2023
2021
£
£

Key management personnel remuneration
664,786
769,346
Dividends paid to directors and their associates
532,940
349,960




26.


Controlling party

On 14 June 2023, WOLCOR Holdings Limited became the parent company of Corley+Woolley Limited. The ultimate controlling party of the parent company is J C Corley and M R Woolley.
 
Page 27