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Registered number: 11844338









CHARTIS HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CHARTIS HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
S J Bridgen 
M A Hawkins 
R James 
J McMorris 




Registered number
11844338



Registered office
3 Brook Business Centre
Cowley Mill Road

Uxbridge

United Kingdom

UB8 2FX




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors

3 Brook Business Centre

Cowley Mill Road

Uxbridge

Middlesex

UB8 2FX





 
CHARTIS HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 6
Independent auditors' report
7 - 11
Consolidated statement of comprehensive income
12
Consolidated statement of financial position
13 - 14
Company statement of financial position
15
Consolidated statement of changes in equity
16 - 17
Company statement of changes in equity
18 - 19
Consolidated statement of cash flows
20 - 21
Consolidated analysis of net debt
22
Notes to the financial statements
23 - 44


 
CHARTIS HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The principal activity of the group is that of the provision of freight and transport services.

Business review and future developments
 
As directors we aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. The review is consistent with the size and nature of the business and written in the context of the risks and uncertainties the group faces.
The group continues to provide real world solutions to complex logistical problems. We consider that the group's key performance indicators are those that communicate the financial performance and strength of the group as a whole, these being gross profit margin and operating profit margin.
The environment in which the group operations continues to be challenging, with global economic conditions resulting in reduced demand for global trade. Conflict in Ukraine and more recently the Middle East may also impact trade volumes and traditional shipping lanes. The Directors continuously review worldwide events, establishing and providing alternative services and routes to deliver our clients with global supply chain solutions. The logistics and freight forwarding market within the UK remains highly competitive, and profit margins contiue to be under pressure from fluctuating freight rates and increased competition. Ongoing Customs compliance measures and regulations necessitate further investment in staff and IT resources to ensure a high level of service to our clients.

Principal risks and uncertainties
 
There are a number of potential risks and uncertainties which could impact the group's performance and these are considered by the board on a regular basis. The Board of directors and the relevant management teams consider the risks of all significant business decisions and changes in the external environment and in the group's operations. The key risks affecting the business are detailed below.

Financial instruments management and policies
 
The group's primary financial instruments are trade debtors, trade creditors, bank overdrafts and invoice discounting. The main purpose of these instruments is to finance the group's operations and working capital.
In respect of bank balances, the liquidity risk is managed by maintaining a balance between continuity of funding and flexibility through the use of overdrafts at fixed and floating rates of interest and an invoice discounting facility. In doing so the group ensures that there are sufficient funds to meet payments as they fall due.

Credit risk
 
The group trades only with recognised, creditworthy third parties. It is the group's policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the group's exposure to bad debts is not significant. 

Page 1

 
CHARTIS HOLDINGS LIMITED
 

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

Financial key performance indicators
 
The key performance indicators (KPI) of the group reviewed by the board are in the main the following:-
- the gross profit margin;
- the net profit margin.

Directors' statement of compliance with duty to promote the success of the Group
As the Board of Chartis Holdings Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the group’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the group and its stakeholders. 
The directors of the group consider that they have acted in good faith in ways that would most likely to promote the success of the group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
 
The directors have considered the reputation of the group with customers, employees and suppliers in their every day decision making.
The directors have taken into account the financial returns of the future projects and the best interests of the company when making strategic decisions.
 
The directors carefully consider the consequences of all projects, ensuring they are fully planned and costed, taking account of the potential financial returns as well as the wider impacts on the business and the environment. The group's operations continually strive for the minimum environmental impact.
Employee involvement and policy
It is essential to the future success of the business that a skilled and motivated workforce is retained. The group continues to make significant investment in its human resources both in terms of necessary increases and strengthening of its management teams, supervisory personnel and work force.
Details of the number of employees and related costs can be found in note 7 to the financial statements.
The group's employment policies respect the individual and offer career opportunities regardless of gender, race or religion. The group engages, promotes and trains staff on the basis of their capabilities, qualifications and experience without discrimination, giving all employees an equal opportunity to progress within the group.
The group's policy is to consult and discuss with employees, through meetings, matters likely to affect employees' interests. Information of 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. Management members are always available to discuss matters of interest and concerns with staff both at the main office or at a work location.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the group continues and that appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees.
 
Page 2

 
CHARTIS HOLDINGS LIMITED
 

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

Future developments
During 2024, the directors intend to continue to focus on improving efficiencies in order to increase the overall profitability of the group to which this company belongs. There has also been increased levels of service through reduced turnaround times.  The directors continue to look for potential acquisitions that can enhance the services and / or quality that the group can provide to their market.
 


This report was approved by the board on 9 September 2024 and signed on its behalf.



R James
Director

Page 3

 
CHARTIS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 Group will continue in business.

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

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £990,723 (period ended 31 December 2022 - £3,113,106).

During the year, the group paid a dividend of £22,292 (period ended 31 December 2022 - £53,500).

Directors

The directors who served during the year were:

S J Bridgen 
M A Hawkins 
R James 
J McMorris 

Page 4

 
CHARTIS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Statement of carbon emissions in compliance with Streamlined Energy and Carbon Reporting ("SECR")

The Board of directors believes that the commitment to the implementation and maintenance of the ISO14001 and FSC / PEFC Chain of Custody Standards provides a robust framework for the continual improvement of good environmental practices within the business, including those that generate carbon emissions. Activities such as monitoring and measuring our impacts, minimising energy and fuel consumption, minimising our resource use and implementing tight operational controls on sites and in our offices, will support our environmental and carbon reduction strategy and enhance the reputation of the business.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2018 requires Base Build Services Holdings Limited to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions from SECR regulated sources.
Reported energy and GHG emissions data is compliant with SECR requirements and has been calculated in accordance with the GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings and transport where operational control is held – this includes electricity, natural gas and vehicle fuel. 
The table below details the regulated SECR energy and GHG emission sources for the current reporting period to 31 December 2023. This is the third period of reporting this data which will enable the Group's management to focus on identifying ways to reduce the Group's carbon footprint.
ole23b9.png

Page 5

 
CHARTIS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Matters covered in the Group Strategic Report

The Group has chosen, in accordance with section 414C of the Companies Act 2006, to set out financial risk management objectives and policies as well as their future developments within the Strategic report. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 9 September 2024 and signed on its behalf.
 





R James
Director

Page 6

 
CHARTIS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Chartis Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 7

 
CHARTIS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS 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 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


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


Page 8

 
CHARTIS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below. 
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: 

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the aviation sector;
The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows:
 
°Companies Act 2006. 
°FRS102.  
°Tax legislation.
  
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting legal correspondence;
Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit, and;
As auditors of all significant components or having received group reporting in respect of significant components, we were able to cover the above matters at a group and component level and thereby ensure the audit team were aware of the above matters across the group. 
Page 9

 
CHARTIS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED (CONTINUED)


 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:  

Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud; 
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; 
Reviewing the financial statements and testing the disclosures against supporting documentation; 
Performing analytical procedures to identify any unusual or unexpected trends or anomalies; 
Inspecting and testing journal entries to identify unusual or unexpected transactions;
Assessing whether judgement and assumptions made in determining significant accounting estimates, including stock provisions, were indicative of management bias; and 
Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were: 

Management bias in the estimates and judgements made; 
Management override of controls; and 
Posting of unusual journals or transactions. 


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 10

 
CHARTIS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Mark Hancock (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors
3 Brook Business Centre
Cowley Mill Road
Uxbridge
Middlesex
UB8 2FX

10 September 2024
Page 11

 
CHARTIS HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

Year ended 31 December 2023
Period ended 31 December 2022
£
£

  

Turnover
 4 
44,660,072
74,415,740

Cost of sales
  
(32,927,693)
(61,720,008)

Gross profit
  
11,732,379
12,695,732

Distribution costs
  
(44,349)
(6,582)

Administrative expenses
  
(9,676,620)
(7,362,351)

Operating profit
 5 
2,011,410
5,326,799

Income from participating interests
  
32,833
118,215

Interest receivable and similar income
 9 
729
-

Interest payable and similar expenses
 10 
(252,103)
(364,535)

Profit before tax
  
1,792,869
5,080,479

Tax on profit
 11 
(600,241)
(1,119,785)

Profit for the financial year/period
  
1,192,628
3,960,694

Total comprehensive income for the year/period
  
1,192,628
3,960,694

Profit for the year/period attributable to:
  

Non-controlling interest
  
201,905
847,588

Owners of the parent company
  
990,723
3,113,106

  
1,192,628
3,960,694

The notes on pages 23 to 44 form part of these financial statements.

Page 12

 
CHARTIS HOLDINGS LIMITED
REGISTERED NUMBER: 11844338

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023

2022
Note
£
£
£
£

Fixed assets
  

Intangible assets
 12 
9,363,788
10,195,380

Tangible assets
 13 
572,758
609,078

Investments
 14 
856,023
823,190

  
10,792,569
11,627,648

Current assets
  

Debtors: amounts falling due within one year
 15 
7,100,784
11,217,235

Cash at bank and in hand
 16 
2,057,424
1,023,374

  
9,158,208
12,240,609

Creditors: amounts falling due within one year
 17 
(10,977,548)
(12,074,443)

Net current (liabilities)/assets
  
 
 
(1,819,340)
 
 
166,166

Total assets less current liabilities
  
8,973,229
11,793,814

Creditors: amounts falling due after more than one year
 18 
(1,579,730)
(2,871,074)

Provisions for liabilities
  

Deferred taxation
 21 
(50,837)
(67,405)

Net assets
  
7,342,662
8,855,335

Page 13

 
CHARTIS HOLDINGS LIMITED
REGISTERED NUMBER: 11844338
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023


2023

2022
Note
£
£
£
£

Capital and reserves
  

Called up share capital 
 22 
90
100

Consolidation reserve
 23 
1,100,772
-

Profit and loss account
 23 
6,241,800
5,924,066

Equity attributable to owners of the parent Company
  
7,342,662
5,924,166

Non-controlling interests
  
-
2,931,169

  
7,342,662
8,855,335


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 September 2024.




R James
Director

The notes on pages 23 to 44 form part of these financial statements.

Page 14

 
CHARTIS HOLDINGS LIMITED
REGISTERED NUMBER: 11844338

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023

2022
Note
£
£
£
£

Fixed assets
  

Investments
 14 
13,853,665
11,810,822

Current assets
  

Debtors: amounts falling due within one year
 15 
10,239,991
1

Cash at bank and in hand
 16 
100
100

  
10,240,091
101

Creditors: amounts falling due within one year
 17 
(14,311,037)
(10,750,998)

Net current liabilities
  
 
 
(4,070,946)
 
 
(10,750,897)

Total assets less current liabilities
  
9,782,719
1,059,925

  

Creditors: amounts falling due after more than one year
 18 
(193,750)
(968,750)

  

Net assets
  
9,588,969
91,175


Capital and reserves
  

Called up share capital 
 22 
90
100

Profit and loss account brought forward
  
91,075
137,249

Profit/(loss) for the year
  
10,167,794
(46,174)

Purchase of own shares

  

(669,990)
-

Profit and loss account carried forward
 23 
9,588,879
91,075

  
9,588,969
91,175


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 September 2024.


R James
Director

The notes on pages 23 to 44 form part of these financial statements.

Page 15

 

 
CHARTIS HOLDINGS LIMITED


 

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



Called up share capital
Consolidation reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 January 2023
100
-
5,924,066
5,924,166
2,931,169
8,855,335



Comprehensive income for the year


Profit for the year
-
-
990,723
990,723
201,905
1,192,628


Acquisition of subsidiary
-
-
(2,999)
(2,999)
(2,010,010)
(2,013,009)


Transfer to consolidation reserve
-
1,100,772
-
1,100,772
(1,100,772)
-

Total comprehensive income for the year
-
1,100,772
987,724
2,088,496
(2,908,877)
(820,381)



Contributions by and distributions to owners


Purchase of own shares
-
-
(669,990)
(669,990)
-
(669,990)


Shares cancelled during the year
(10)
-
-
(10)
-
(10)


Dividends: Non-controlling interest
-
-
-
-
(22,292)
(22,292)



At 31 December 2023
90
1,100,772
6,241,800
7,342,662
-
7,342,662



The notes on pages 23 to 44 form part of these financial statements.

Page 16

 

 
CHARTIS HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£


At 1 February 2022
100
2,810,960
2,811,060
2,137,081
4,948,141



Comprehensive income for the period


Profit for the period
-
3,113,106
3,113,106
847,588
3,960,694



Contributions by and distributions to owners


Dividends: Non-controlling interest
-
-
-
(53,500)
(53,500)



At 31 December 2022
100
5,924,066
5,924,166
2,931,169
8,855,335



The notes on pages 23 to 44 form part of these financial statements.

Page 17

 
CHARTIS HOLDINGS LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 February 2022
100
91,075
91,175


Comprehensive income for the period

Profit for the year
-
10,167,794
10,167,794
Total comprehensive income for the year
-
10,167,794
10,167,794


Contributions by and distributions to owners

Purchase of own shares
-
(669,990)
(669,990)

Shares cancelled during the year
(10)
-
(10)


At 31 December 2023
90
9,588,879
9,588,969


The notes on pages 23 to 44 form part of these financial statements.

Page 18

 
CHARTIS HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 February 2021
100
137,249
137,349


Comprehensive income for the period

Loss for the period
-
(46,174)
(46,174)
Total comprehensive income for the period
-
(46,174)
(46,174)


At 31 January 2022
100
91,075
91,175


The notes on pages 23 to 44 form part of these financial statements.

Page 19

 
CHARTIS HOLDINGS LIMITED
 

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

Year ended 31 December 2023
Period ended 31 December 2022
£
£

Cash flows from operating activities

Profit for the financial period/year
1,192,628
3,960,694

Adjustments for:

Amortisation of intangible assets
831,592
638,886

Depreciation of tangible assets
107,544
113,591

Profit on disposal of tangible assets
(15,723)
(13,180)

Interest payable
252,103
364,535

Interest receivable
(33,562)
(118,215)

Taxation charge
600,241
1,119,785

Decrease in debtors
4,177,785
6,214,218

(Decrease) in creditors
(1,292,295)
(2,832,653)

Corporation tax (paid)
(1,028,036)
(1,175,029)

Net cash generated from operating activities

4,792,277
8,272,632


Cash flows from investing activities

Purchase of tangible fixed assets
(72,168)
(94,735)

Sale of tangible fixed assets
15,723
50,625

Purchase of fixed asset investments
45,598
-

Purchase of share in associates
(3,416)
-

Interest received
729
-

HP interest paid
(2,067)
(896)

Income from investments in related companies
32,833
118,215

Increase in ownership percentage in subsidiary
(2,010,010)
(1,797,175)

Non-controlling interest on acquisition of subsidiary
-
328,440

Purchase of fixed assets investments
(29,417)
(118,215)

Net cash used in investing activities

(2,022,195)
(1,513,741)
Page 20

 
CHARTIS HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Repayment of loans
(775,000)
(775,000)

Repayment of/(new) finance leases
(18,714)
34,026

Interest paid
(250,036)
(363,639)

Dividends paid to non-controlling interests
(22,292)
(53,500)

Purchase of own shares
(669,990)
-

Net cash used in from financing activities
(1,736,032)
(1,158,113)

Net increase in cash and cash equivalents
1,034,050
5,600,778

Cash and cash equivalents at beginning of year
1,023,374
(4,577,404)

Cash and cash equivalents at the end of period/year
2,057,424
1,023,374


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,057,424
1,023,374

2,057,424
1,023,374


The notes on pages 23 to 44 form part of these financial statements.

Page 21

 
CHARTIS HOLDINGS LIMITED
 

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




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1,023,374

1,034,050

2,057,424

Debt due after 1 year

(968,750)

775,000

(193,750)

Debt due within 1 year

(775,000)

-

(775,000)

Finance leases

(48,104)

18,714

(29,390)


(768,480)
1,827,764
1,059,284

The notes on pages 23 to 44 form part of these financial statements.

Page 22

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Chartis Holdings Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is 3 Brook Business Centre, Cowley Mill Road, Uxbridge, United Kingdom, UB8 2FX.
The group specialises in the provision of freight and transport services. The principal activity of the company is that of a holding company. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being .

 
2.3

Going concern

At the time of the approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 23

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

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

Rendering of services

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

Page 24

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income 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.

  
2.7

Invoice discounting

Trade debtors subject to invoice discounting arrangements are shown gross in accordance with Financial Reporting Standard 102.

 
2.8

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 Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.9

Interest income

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

 
2.10

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

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

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

Page 25

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

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

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

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

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

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 26

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

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.

Depreciation is provided on the following basis:

Freehold property
-
Not depreciated or 2% on cost
Leasehold improvements
-
Straight line over 10 years
Plant and machinery
-
25% reducing balance
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
25% reducing balance

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 the Statement of comprehensive income.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated statement of financial position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 27

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

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.

 
2.19

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 Consolidated 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 Group's cash management.

 
2.20

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.

 
2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of comprehensive income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.22

Financial instruments

The Group 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 Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless
Page 28

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.22
Financial instruments (continued)

the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 29

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.22
Financial instruments (continued)

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

No significant judgements in applying accounting policies have had to be made by management in preparing these financial statements. Management have had to make estimates in relation to work in progress and debtor provisioning based on information available to them.

Page 30

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

The whole of the turnover is attributable to the principal activity of the group, provision of freight and transport services.

Analysis of turnover by country of destination:

Year ended 31 December 2023
Period ended 31 December 2022
£
£

United Kingdom
42,899,427
72,162,387

Rest of Europe
106,406
165,814

Rest of the world
1,654,239
2,087,539

44,660,072
74,415,740



5.


Operating profit

The operating profit is stated after charging:

Year ended 31 December 2023
Period ended 31 December 2022
£
£

Amortisation
831,592
638,582

Exchange differences
158,483
(650,461)

Other operating lease rentals
261,199
198,731

Depreciation
107,544
113,591


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


Year ended 31 December 2023
Period ended 31 December 2022
£
£

Fees payable to the Group's auditor for the audit of the Group's annual financial statements
4,260
3,000

Fees payable to the Group's auditor in respect of:

All other services
62,015
55,000

Page 31

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

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


Group
Group
Year ended 31 December 2023
Period ended 31 December 2022
£
£


Wages and salaries
755,561
525,572

Social security costs
63,755
54,976

Cost of defined contribution scheme
15,550
10,378

834,866
590,926


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



Group
Group
Company
Company
Year ended 31 December 2023
Period ended 31 December 2022
Year ended 31 December 2023
Period ended 31 December 2022
            No.
            No.
            No.
            No.









22
13
4
4


8.


Directors' remuneration

During the period, amounts were paid to Mapcargo Logistics LLP, a related business. Certain directors of the company are also members of Mapcargo Logistics LLP. It is not possible to quantify the amount paid to Mapcargo Logistics LLP which relates specifically to making available the services of the LLP members who are also directors of the company. 





9.


Interest receivable

Year ended 31 December 2023
Period ended 31 December 2022
£
£


Other interest receivable
729
-

729
-

Page 32

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

Year ended 31 December 2023
Period ended 31 December 2022
£
£


Bank interest payable
114,972
103,272

Other loan interest payable
126,843
256,009

Finance leases and hire purchase contracts
2,067
896

Other interest payable
8,221
4,358

252,103
364,535


11.


Taxation


Year ended 31 December 2023
Period ended 31 December 2022
£
£

Corporation tax


Current tax on profits for the period/year
638,967
1,114,912

Adjustments in respect of previous year/periods
(22,158)
4,739


Total current tax
616,809
1,119,651

Deferred tax


Origination and reversal of timing differences
(16,568)
134


Taxation on profit on ordinary activities
600,241
1,119,785
Page 33

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than the standard rate of corporation tax in the UK of 23.5(year ended 31 January 2022 - 19%). The differences are explained below:

Year ended 31 December 2023
Period ended 31 December 2022
£
£


Profit on ordinary activities before tax
1,792,869
5,080,479


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (year ended 31 December 2022 - 19%)
587,570
965,291

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
190,192
141,865

Capital allowances for year/period in excess of depreciation
10,154
11,219

Deferred tax
(16,568)
134

Other timing differences leading to a decrease in taxation
(6,238)
206

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
-
(23,303)

Non-taxable income
(173,961)
-

Difference in tax rate
291
-

Prior year
(22,158)
4,739

Tax losses carried forward
30,959
19,634

Total tax charge for the year/period
600,241
1,119,785


Factors that may affect future tax charges

There are no significant factors that may affect future tax charges.

Page 34

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group 





Goodwill

£



Cost


At 1 January 2023
12,746,819


Disposals
(308,280)



At 31 December 2023

12,438,539



Amortisation


At 1 January 2023
2,551,439


Charge for the year
831,592


Disposal
(308,280)



At 31 December 2023

3,074,751



Net book value



At 31 December 2023
9,363,788



At 31 December 2022
10,195,380



Page 35

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£
£



Cost 


At 1 January 2023
376,557
261,640
314,066
108,916
675,461
1,736,640


Additions
11,960
-
38,666
-
21,542
72,168


Disposals
-
-
(6,995)
(38,085)
(518)
(45,598)



At 31 December 2023

388,517
261,640
345,737
70,831
696,485
1,763,210



Depreciation


At 1 January 2023
34,013
224,940
239,248
77,200
552,161
1,127,562


Charge for the year
15,069
21,888
11,789
5,185
41,241
95,172


Charge for the year on financed assets
-
-
9,628
2,744
-
12,372


Disposals
-
-
(6,051)
(38,085)
(518)
(44,654)



At 31 December 2023

49,082
246,828
254,614
47,044
592,884
1,190,452



Net book value



At 31 December 2023
339,435
14,812
91,123
23,787
103,601
572,758



At 31 December 2022
342,544
36,700
74,818
31,716
123,300
609,078

Page 36

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments

Group





Investments in associates
Unlisted investments
Total

£
£
£



Cost 


At 1 January 2023
823,190
658
823,848


Additions
32,833
-
32,833


Disposals
-
(658)
(658)



At 31 December 2023

856,023
-
856,023





At 1 January 2023
-
658
658


Impairment on disposals
-
(658)
(658)



At 31 December 2023

-
-
-



Net book value



At 31 December 2023
856,023
-
856,023



At 31 December 2022
823,190
-
823,190

Page 37

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies
Investments in associates
Total

£
£
£



Cost 


At 1 January 2023
11,530,322
280,500
11,810,822


Additions - change in stake of subsidiary
2,010,010
32,833
2,042,843



At 31 December 2023
13,540,332
313,333
13,853,665






Net book value



At 31 December 2023
13,540,332
313,333
13,853,665



At 31 December 2022
11,530,322
280,500
11,810,822

Page 38

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Elmex Sales Corporation Limited
3 Brook Business Centre, Cowley Mill Road, Uxbridge, Middlesex, England, UB8 2FX
Ordinary
100%
Mapcargo International Limited
3 Brook Business Centre, Cowley Mill Road, Uxbridge, Middlesex, England, UB8 2FX
Ordinary
100%
Atlantic Freight Limited
3 Brook Business Centre, Cowley Mill Road, Uxbridge, Middlesex, England, UB8 2FX
Ordinary
100%
Team Air Express Limited
3 Brook Business Centre, Cowley Mill Road, Uxbridge, Middlesex, England, UB8 2FX
Ordinary
100%
Aviation Support Limited
3 Brook Business Centre, Cowley Mill Road, Uxbridge, Middlesex, UB8 2FX
Ordinary
100%

Elmex Sales Corporation Limited is the only directly held subsidiary. All other companies' investments are
held by Elmex Sales Corporation Limited.


15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
6,139,525
10,195,186
-
-

Amounts owed by group undertakings
-
-
10,239,990
-

Other debtors
501,558
394,022
1
1

Prepayments and accrued income
459,701
628,027
-
-

7,100,784
11,217,235
10,239,991
1


Trade debtors are secured against the group's invoice discounting facility.

Page 39

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
2,057,424
1,023,374
100
100

2,057,424
1,023,374
100
100



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
775,000
775,000
775,000
775,000

Trade creditors
5,946,683
7,320,205
-
-

Amounts owed to group undertakings
-
-
12,882,652
9,975,998

Corporation tax
326,872
629,102
-
-

Other taxation and social security
22,698
25,374
-
-

Obligations under finance lease and hire purchase contracts
20,780
20,780
-
-

Other creditors
2,916,980
1,928,244
653,385
-

Accruals and deferred income
968,535
1,375,738
-
-

10,977,548
12,074,443
14,311,037
10,750,998


The bank overdrafts and loans are secured by a fixed and floating charge over the assets of the company.


18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
193,750
968,750
193,750
968,750

Net obligations under finance leases and hire purchase contracts
8,610
27,324
-
-

Other creditors
1,377,370
1,875,000
-
-

1,579,730
2,871,074
193,750
968,750


The bank loans are secured by a fixed and floating charge over the assets of the group.

Page 40

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
775,000
775,000
775,000
775,000


775,000
775,000
775,000
775,000

Amounts falling due 1-2 years

Bank loans
193,750
775,000
193,750
775,000


193,750
775,000
193,750
775,000

Amounts falling due 2-5 years

Bank loans
-
193,750
-
193,750


-
193,750
-
193,750


968,750
1,743,750
968,750
1,743,750



20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
20,780
20,780

Between 1-5 years
8,610
27,324

29,390
48,104

Obligations under hire purchase contracts of £29,390 (2022 - £48,104) are secured over the assets concerned

Page 41

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Deferred taxation


Group



2023


£






At beginning of period
67,405


Charged to the Consolidated statement of comprehensive income
449


Utilised in year
(17,017)



At end of period
50,837

Group
Group
2023
2022
£
£

Accelerated capital allowances
50,837
67,405

50,837
67,405


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



9,000 (2022 - 10,000) Ordinary shares of £0.01 each
90
100


During the year the Directors approved a capital reduction in the Company. As a result 1,000 ordinary 1p shares have been extinguished.



23.


Reserves

Consolidation reserve

Consolidation reserve arose as a result of acquiring additional equity in subsidiaries from non-controlling interest holders.

Profit and loss account

Profit and loss account includes all current and prior year retained profits and losses.

Page 42

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Pension commitments

The group operates a defined contribution pension scheme for the benefit of the directors and employees. The assets of the scheme are administered by trustees in a fund independent from those of the company. The pension cost charge represents contributions payable by the group to these funds and amounted to £15,550 (31 December 2022 - £10,378).


25.


Commitments under operating leases

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


Group
Group
2023
2022
£
£

Land and buildings

Not later than 1 year
188,936
223,190

Later than 1 year and not later than 5 years
214,664
349,934

Later than 5 years
-
53,666

403,600
626,790
Group
Group
2023
2022
£
£

Others
  

Not later than 1 year
  
23,990
23,990

Later than 1 year and not later than 5 years
  
101,485
106,585

Later than 5 years
  
56,670
-

  
182,145
130,575

Page 43

 
CHARTIS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Related party transactions

At the period end, the company owed £12,866,037 (period ended 31 December 2022 - £9,975,998)  to Mapcargo International, a subsidiary company.
 
During the year, the company received a profit share of £29,417 (period ended 31 December 2022 - £57,000) from a LLP in which the company is a designated member.
 
Elmex Sales Corporation Limited, the immediate subsidiary company, is also a member of Mapcargo Logistics LLP. During the year Mapcargo Logistics LLP charged Mapcargo International Limited £5,557,048 (period ended 31 December 2022 - £4,736,975) for outsourced payroll and other employment related costs.
 
During the year, Elmex Sales Corporation Limited received a profit share of £Nil (period ended 31 December 2022 - £696,554) from a LLP in which the company is a designated member.
 
Included within trade creditors, other debtors and other creditors at the Statement of financial position date are net amounts totalling £904,796 (period ended 31 December 2022 - £493,401) due to Mapcargo Logistics LLP.
 
S Bridgen, J McMorris, R James and M A Hawkins, directors of the company, are members of Mapcargo Logistics LLP.
For information on the remuneration received by key management personnel please see note 8.
 
Included within creditors due in more than one year is an amount of £1,000,000 (period ended 31 December 2022 -  £1,000,000) which is owed to directors of a subsidiary company. Interest of £124,901 (31 December 2022 - £256,009) was charged on this loan to the company in the period.


27.


Controlling party

The directors are of the opinion that there is no ultimate controlling party.

 
Page 44