The directors present the strategic report for the year ended 31 January 2024.
Section 172 of Companies Act 2006
Section 172 of the Companies Act 2006 sets out a number of general duties that directors owe to a company. These includes a general duty requiring directors to act in a way in which they consider, in good faith, will promote the success of the company for the benefit of shareholders as a whole.
In doing so a director of a company must have regard (amongst other matters) to:
a. The likely consequences of any decision in the long term;
b. The interests of the company’s employees;
c. The need to foster the company’s business relationships with suppliers, customers and others;
d. The impact of the company’s operations on the community and the environment;
e. The desirability of the company maintaining a reputation for high standards of business conduct; and
f. The need to act fairly as between members of the company.
Further detail on the performance of the business during the year and the longer-term activity is provided in this strategic report.
The principal activity of the group throughout the year continued to be that of structural engineering.
This year we saw a strong Q1 and Q2 evaporate into a weak Q3 and Q4 resulting in a reduction in revenues for the period to £94.8m (2023 £120.5m) and net profit decreasing to £3.0m (2023 £7.4m). Our cash position remains strong though and we will continue with our strategic investment plans into 2024/5.
The principal risks facing the business stem from contracting, its demands, the terms and conditions and associated issues therein. To mitigate these risks significant time and resource is dedicated to contract negotiations at the outset.
There has also been a rise in the broader financial challenges that the business faces as the credit insurance and Bond market has tightened significantly during the year. We continue to manage this through regular dialogue with our financial partners and by working closely both upstream and downstream with customers and suppliers alike.
While any inflationary pressures across many of our input costs, especially raw materials, have been, and continue to be, managed as a pass-through cost, any uncertainty around price volatility and availability of raw materials are closely monitored and managed at bid stage. These challenges have eased in recent times. Our operational efficiency gains, ability to be flexible in both design and manufacture coupled with support from our supply chain enables us to mitigate these threats.
The development and publication of our Carbon Reduction Road Map illustrates our commitment at all levels of the business to reduce our impact on the environment.
Occupational Health and Safety standards are set very high within the construction industry. Failure to adhere to the standards can result in accidents and/or injuries that can prove fatal. This is therefore of great importance to the Board as any negative impact in this area not only affects the lives of those involved but the reputation of the business and potential future work.
Cash remains key to all businesses and we track our balances daily and constantly monitor our debtor and creditor days.
Net Profit on Sales is one of our primary indicators of performance as it takes into account the true running costs of the business in totality.
Our Forward Order Book of contracted sales gives us a clear look ahead of what resources both operationally and financially we need to plan to have in place.
Enquiries are measured in number, quality and value. Our conversion rates from tenders to contracts won by market sector and client along with the cost of servicing those markets and clients are monitored to ensure best returns.
With Health and Safety being such a critical factor we measure our AFR (accident frequency rate) and report this back to the Board throughout the year. We are pleased to report that our AFR remains lower than the industry average and we continue to work hard to drive this lower.
Caunton proudly retains its accredited standards for Quality, the Environment and Occupational Health and Safety (BS EN ISO 9001:2015; BS EN ISO 14001:2015; BS EN 45001:2018).
EWF Welding Standard ISO 3834 Part 2: 2005 underpins Caunton's ability to CE mark structural steelwork.
We continue to invest in our people at all levels. Our in-house Ofsted accredited Apprentice Training Academy celebrates its 20th anniversary this year, and has, to date, delivered 48 apprentices into the business since its inception. Our Degree Apprentices, Graduates and Apprentices now comprise 24% of our workforce. Wider people development and on-going CPD work ensures that we keep investing and promoting a culture of non-stop progression.
Outlook
As the various macroeconomic headwinds of, inflation, pricing volatility and energy costs begin to settle we remain mindful of the political challenges that elections at home and in the USA as well as the conflicts in Ukraine and the Middle East may present us with new challenges. At present though our outlook for 2024-2025 remains, on balance, a positive one. Our core markets remain relatively robust and we have secured a good forward order book and are seeing some excellent longer term prospects in the pipeline.
On behalf of the Board I would like to thank all our work colleagues who have shown great resilience, dedication and determination throughout the year.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 January 2024.
The results for the year are set out on page 9.
No dividends were declared in the year.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group holds or issues financial instruments in order to achieve three main objectives, being:
(a) to finance its operations;
(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and
(c) for trading purposes.
In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the group's operations.
Transactions in financial instruments result in the group assuming or transferring to another party one or more of the financial risks described below.
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
The group is exposed to fair value interest rate risk on its fixed rate borrowings. The directors monitor institutional interest rates closely so as to reduce its exposure to changes in rates.
The group monitors credit risk closely and considers that its current policies of credit checks meet its objectives of managing exposure to credit risk.
The group has no significant concentrations of credit risk. Amounts shown in the balance sheet best represent the maximum credit risk exposure in the event other parties fail to perform their obligations under financial instruments.
The group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The group has committed to reducing its impact on the environment including climate change. The commitment has been shown by the group's ongoing Environmental Management System ISO 14001 accreditation, BCSA Steel Sustainability Charter ‘Gold’ standard and the publication of its carbon roadmap with the aim to deliver Net Zero by 2050
The group has over recent years implemented a number of energy efficiency measures and continues to monitor and review sustainability strategies and polices, to cater for industry wide innovation, technological and regulatory changes
Implemented energy measures and initiatives include:
Design optimisation with a focus to minimise steel volume, weight, waste and maximizing efficiencies
Working collaboratively with our supply chain partners to maximise the use of low embodied steel products.
Consideration to use alternative low embodied fuels for our on-site construction plant & equipment.
Maximisation of steel product reuse and recycling.
Contribution to industry guidance on best practice for sustainable manufacture and design.
Assessment of green technologies for our fabrication facilities, with the view for future investment.
We continue to explore initiatives in conjunction with our Clients, Steel Association, Supply Chain Partners with the aim to reduce and minimise environmental impacts and carbon C02e emissions on an annual basis.
Our methodology is based upon the following documents:
Green House Gas (GHG) Protocol - Corporate Standard
HM Government March 2019 Environmental ReporƟng Guidelines
UK Government 2023 conversion factors (latest version)
GHG emission data for the period 1st February 2023 to 31st January 2024 | Tonnes of C02e |
Scope 1 (Energy consumption excluding electricity) | 986 |
Scope 2 | 555 |
Scope 3 | 27 |
Total gross emissions | 1,568 |
The intensity ratio of C02e per £1 turnover = 16.5 Grams per £1
GHG emission data for the period 1st February 2022 to 31st January 2023 | Tonnes of C02e |
Scope 1 (Energy consumption excluding electricity) | 2,183 |
Scope 2 | 431 |
Total gross emissions | 2,614 |
The intensity ratio of C02e per £1 turnover = 21.7 Grams per £1
We have audited the financial statements of Caunton Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year 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.
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 strategic report and the directors' report.
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.
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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 auditor's 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 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.
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £nil (2023: £nil).
Caunton Holdings Limited (“the company”) is a private company, limited by shares, incorporated in England and Wales. The registered office is Caunton House, 2 Coombe Road, Moorgreen Industrial Park, Nottinghamshire, NG16 3SU.
The group consists of Caunton Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
All financial statements are made up to 31 January 2024.
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Attributable turnover is calculated by reference to applications made including retentions, less provisions for turnover attributable to future periods. Turnover is stated net of value added tax.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Investments in subsidiaries are valued at cost less provision for impairment.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs, less impairment.
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. The impairment loss is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in other creditors as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation in each period.
Operating lease rentals are charged as an expense in the profit and loss account on a straight line basis.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the statement of comprehensive income 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.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Interest income
Interest income is recognised in the statement of comprehensive income using the effective interest
method.
Finance costs
Finance costs are charged to the statement of comprehensive income 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.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Where losses on contracts are expected, the entire forecasted loss is recognised immediately within the profit and loss account.
Profit is recognised in the profit and loss account subject to the stage of completion and an assessment of the value of work done on each contract, taking into consideration contract variations, estimated costs to complete and forecast profitability.
The directors have reviewed the trading balances owing to the group from its customers and made adequate provision for any debts where it is considered probable that the amount will not be recovered. The amounts would have otherwise been recognised in trade debtors.
The whole of the turnover is attributable to the one principal activity of the group.
All turnover arose within the United Kingdom.
The average monthly number of persons (including directors) employed by the during the year was:
Their aggregate remuneration comprised:
During the year the directors of Caunton Holdings Limited received no remuneration from the group (2023: £nil).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
The company owned 100% of the ordinary share capital of the following subsidiaries at the balance sheet date:
Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the year end, contributions outstanding were £96,096 (2023: £89,184), held in other creditors.
The capital redemption reserve is a non-distributable reserve and represents paid up equity shares that the group has bought back.
The profit and loss account represents accumulated trading profit, less equity dividends paid.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Amounts contracted for but not provided in the financial statements:
Capital commitments at the balance sheet date relate to deposits paid on machinery not yet received.
The company has taken full advantage of the exemption under section 33 of FRS 102 from disclosing transactions with other members of the group headed by Caunton Holdings Limited provided that consolidated financial statements in which the company is included are publicly available.
Maplebeck Holdings Limited, Caunton Investments Limited and Tiger Buildings Limited are related parties by virtue of common control.
During the year goods and services were charged on a normal commercial basis to the group from
At the balance sheet date the group owed £
At the balance sheet date the group was owed £
Modular Walling Systems Holdings Limited is a related party by virtue of common directorship and beneficial interest. During the year the group paid expenses on behalf on Modular Walling Systems Holdings Limited amounting to £292 (2023: £116,853). A balance of £nil (2023: £14,487) was due to the group from Modular Walling Systems Holdings Limited at the balance sheet date.