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Registered number: 13582442










CLL GROUP HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CLL GROUP HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Mr S Byne 
Mr K Mallinson 
Mr R D Price 
Mr R Price 




Registered number
13582442



Registered office
23 Springfield Lyons Approach
Springfield

Chelmsford

CM2 5LB




Independent auditors
WR Partners
Chartered Accountants & Statutory Auditors

Belmont House

Shrewsbury Business Park

Shrewsbury

Shropshire

SY2 6LG





 
CLL GROUP HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10 - 11
Company balance sheet
 
12 - 13
Consolidated statement of changes in equity
 
14 - 15
Company statement of changes in equity
 
16 - 17
Consolidated Statement of cash flows
 
18
Notes to the financial statements
 
19 - 33


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

Introduction
 
On 28 and 29 March 2023 the parent company acquired the shares of Colorminium (London) Limited and Envoy Projects Limited. Consideration was in part through an issue of shares in the parent company.
These accounts therefore report on the activity of CLL Group Holdings Limited for the 12 months from 1 January 2023 and the activity of the Group for the 9 months from 1 April 2023.
The Group is a leading specialist facade company within the UK, delivering a turn-key design & construct solution to our clients. With over 40 years of experience, we recognise that understanding the core values and aspirations of our customers is key to successfully delivering projects whilst being committed to the fundamentals of safety and sustainability.

Business review
 
In the 9 months to 31 December 2023 the Group delivered projects with overall revenue of £37.2m. Our performance for the 9 months showed continued growth in operating profit which was £6.1m for that period. During the 12 month period to 31 December 2023 the trading subsidiaries of the group have generated turnover of £46m compared to £35m in the year to 31 December 2022. 
The Company has invested in development property during the year and held development stock with a value of £861,103 at the year end.
There is a strong net asset position of £27.7m at the end of the year and our liquidity remains strong with net cash at the year end of £13.3m. 
Future Prospects
The Group completed an internal reorganisation in the year to provide further strategic and operational clarity.  Envoy brand projects are now carried out by sister company Envoy Projects Limited, set up in 2021 to focus on cladding remediation projects, whilst Colorminium (London) Limited will continue to focus on our existing customer base.

Principal risks and uncertainties
 
Some of the principal risks and uncertainties facing the business are listed below.  The Directors continuously monitor the principal risks and manage the business with flexibility in response to market conditions and opportunities as they arise.
Liquidity risk
The Group continually forecasts working capital requirements and actively manages its working capital where necessary to ensure it is able to meet all short-term liabilities. The company is not reliant on any one customer such that a change in their liquidity position would have a severely detrimental impact to the liquidity of the company. The Group also maintains significant cash reserves to ensure that unforeseen circumstances are extremely unlikely to prevent a severe liquidity risk to the company.
Credit/Insolvency risk
The Group is exposed to credit risk on amounts recoverable on long-term contracts.  This is managed through robust assessment of the creditworthiness of each customer, utilising credit insurance where appropriate, and ensuring that the payment terms on contracts keep the overall credit exposure per contract and per customer to an acceptable level.  We also maintain a cautious stance to ensure our supply chain remains financially robust.


 
Page 1

 
CLL GROUP HOLDINGS LIMITED
 

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

Foreign exchange rate risk
The Group conducts the majority of its business in Pounds Sterling but it does have exposure to foreign currencies. Where this is the case on a project, the company mitigates the risk through the use of hedging instruments to lock in rates on a contract by contract basis.
Changes in the market
Sharp increases in interest rates, Government EPC targets, changing use of office space and other market forces may have a significant impact on customer investment decisions for projects in our pipeline.  We address this risk principally by not becoming over-dependent on any one customer, and we develop a broad portfolio of new business opportunities across several sectors.
Regulatory risk
Whilst progress has been made on clarifying the regulatory situation exposed by the Grenfell tragedy, uncertainty remains. The Directors actively monitor developments to ensure they keep abreast of the relevant changes and appraise our customers where it may affect their projects.
Other external risk, conflicts, commodity shortages and other disruptions in world trade
The company focuses on understanding and monitoring the current risks in each area of the supply chain, particularly in relation to transportation disruption, material shortages and price fluctuations, not least with regards to the ongoing conflicts in Eastern Europe and the Middle East.

Financial key performance indicators
 
The business tracks critical KPIs at least monthly in its management reporting.  The main categories are QHSE, programme, stakeholder satisfaction, and financial measures, which relate to turnover, operating profit, net current assets and cash.  An analysis of the company's performance and position with reference to these financial key performance indicators is provided in the Business Review.
Against all of these KPIs the Directors are pleased with the performance of the Company in the financial year and routinely review the procedures and policies in place to ensure continued improvement.


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



Mr S Byne
Director

Date: 22 March 2024

Page 2

 
CLL GROUP 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;

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 £3,896,752 (2022 - £853,164).

Dividends of £559,486 were paid during the year (2022: £Nil)

Directors

The directors who served during the year were:

Mr S Byne 
Mr K Mallinson 
Mr R D Price 
Mr R Price 

Future developments

The Group has a strong market reputation, healthy order book and robust pipeline of work for 2024-2025 and is continuing to look ahead and remain agile to respond to our customers’ requirements. 

Page 3

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

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company 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 auditorsWR Partnerswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Mr S Byne
Director

Date: 22 March 2024

Page 4

 
CLL GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLL GROUP HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of CLL Group 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 Balance sheets, 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 5

 
CLL GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLL GROUP 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 6

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


Responsibilities of directors
 

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


In preparing the financial statements, the directors are responsible for assessing the 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR).
We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal an compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance the might have a material impact on the financial statements.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.
 
Page 7

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




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.


Other matters 
 

In the previous accounting period the Company took advantage of the audit exemption for small companies under section 477 of the Companies Act 2006. Therefore, the comparatives included within these financial statements have not been not subject to audit.


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.





John Fletcher BA (hons) FCA (Senior statutory auditor)
  
for and on behalf of
WR Partners
 
Chartered Accountants
Statutory Auditors
  
Belmont House
Shrewsbury Business Park
Shrewsbury
Shropshire
SY2 6LG

25 March 2024
Page 8

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

Unaudited
2023
2022
Note
£
£

  

Turnover
 4 
37,171,663
853,164

Cost of sales
  
(26,091,050)
-

Gross profit
  
11,080,613
853,164

Administrative expenses
  
(4,973,057)
-

Operating profit
 5 
6,107,556
853,164

Interest receivable and similar income
 9 
143,494
-

Profit before taxation
  
6,251,050
853,164

Tax on profit
 10 
(2,157,961)
-

Profit for the financial year
  
4,093,089
853,164

Profit for the year attributable to:
  

Non-controlling interests
  
196,337
-

Owners of the parent Company
  
3,896,752
853,164

  
4,093,089
853,164

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 19 to 33 form part of these financial statements.

Page 9

 
CLL GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 13582442

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

Unaudited
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
19,136,840
-

Tangible assets
 13 
180,161
-

  
19,317,001
-

Current assets
  

Stocks
 15 
925,696
-

Debtors: amounts falling due within one year
 16 
8,317,865
853,164

Cash at bank and in hand
 17 
13,310,634
1

  
22,554,195
853,165

Creditors: amounts falling due within one year
 18 
(13,693,876)
-

Net current assets
  
 
 
8,860,319
 
 
853,165

Total assets less current liabilities
  
28,177,320
853,165

Provisions for liabilities
  

Other provisions
 19 
(521,119)
-

  
 
 
(521,119)
 
 
-

Net assets
  
27,656,201
853,165

Page 10

 
CLL GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 13582442
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

Unaudited
2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 20 
416,767
1

Other reserves
 21 
23,132,703
-

Profit and loss account
 21 
3,910,394
853,164

Equity attributable to owners of the parent Company
  
27,459,864
853,165

Non-controlling interests
  
196,337
-

  
27,656,201
853,165


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Mr S Byne
Director

Date: 22 March 2024

The notes on pages 19 to 33 form part of these financial statements.

Page 11

 
CLL GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 13582442

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

Unaudited
2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
27,820,001
-

  
27,820,001
-

Current assets
  

Stocks
 15 
861,103
-

Debtors: amounts falling due within one year
 16 
1,445,482
853,164

Cash at bank and in hand
 17 
3,141,060
1

  
5,447,645
853,165

Creditors: amounts falling due within one year
 18 
(4,843,322)
-

Net current assets
  
 
 
604,323
 
 
853,165

Total assets less current liabilities
  
28,424,324
853,165

  

  

Net assets
  
28,424,324
853,165

Page 12

 
CLL GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 13582442
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

Unaudited
2023
2022
Note
£
£


Capital and reserves
  

Called up share capital 
 20 
416,767
1

Other reserves
 21 
22,393,901
-

Profit and loss account brought forward
  
853,164
-

Profit for the year
  
5,319,978
853,164

Other changes in the profit and loss account

  

(559,486)
-

Profit and loss account carried forward
  
5,613,656
853,164

  
28,424,324
853,165


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr S Byne
Director

Date: 22 March 2024

The notes on pages 19 to 33 form part of these financial statements.

Page 13

 
CLL GROUP HOLDINGS LIMITED
 

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


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

£
£
£
£
£
£

At 1 January 2023
1
-
853,164
853,165
-
853,165


Comprehensive income for the year

Profit for the year

-
-
3,896,752
3,896,752
196,337
4,093,089


Other comprehensive income for the year
-
-
-
-
-
-


Total comprehensive income for the year
-
-
3,896,752
3,896,752
196,337
4,093,089


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(839,522)
(839,522)
-
(839,522)

Shares issued during the year
416,766
-
-
416,766
-
416,766

Investment in subsidiary
-
23,132,703
-
23,132,703
-
23,132,703


Total transactions with owners
416,766
23,132,703
(839,522)
22,709,947
-
22,709,947


At 31 December 2023
416,767
23,132,703
3,910,394
27,459,864
196,337
27,656,201


The notes on pages 19 to 33 form part of these financial statements.

Page 14

 
CLL GROUP 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
Total equity

£
£
£
£

At 1 January 2022
1
-
1
1


Comprehensive income for the year

Profit for the year

-
853,164
853,164
853,164


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
853,164
853,164
853,164


Total transactions with owners
-
-
-
-


At 31 December 2022
1
853,164
853,165
853,165


The notes on pages 19 to 33 form part of these financial statements.

Page 15

 
CLL GROUP HOLDINGS LIMITED
 

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


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
1
-
853,164
853,165


Comprehensive income for the year

Profit for the year

-
-
5,319,978
5,319,978


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
5,319,978
5,319,978


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(559,486)
(559,486)

Shares issued during the year
416,766
-
-
416,766

Investment in subsidiary
-
22,393,901
-
22,393,901


Total transactions with owners
416,766
22,393,901
(559,486)
22,251,181


At 31 December 2023
416,767
22,393,901
5,613,656
28,424,324


The notes on pages 19 to 33 form part of these financial statements.

Page 16

 
CLL GROUP 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 January 2022
1
-
1


Comprehensive income for the year

Profit for the year

-
853,164
853,164


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
853,164
853,164


Total transactions with owners
-
-
-


At 31 December 2022
1
853,164
853,165


The notes on pages 19 to 33 form part of these financial statements.

Page 17

 
CLL GROUP HOLDINGS LIMITED
 

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

Unaudited
2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
4,093,089
853,164

Adjustments for:

Amortisation of intangible assets
2,296,420
-

Depreciation of tangible assets
41,966
-

Interest received
(143,494)
-

Taxation charge
2,157,961
-

(Increase)/decrease in stocks
(449,314)
-

(Increase) in debtors
(2,446,929)
(853,164)

Increase in creditors
11,700,584
-

Increase in provisions
145,483
-

Corporation tax (paid)/received
(177,045)
-

Net cash generated from operating activities

17,218,721
-


Cash flows from investing activities

Purchase of tangible fixed assets
(119,494)
-

Purchase of fixed asset investments
(3,509,332)
-

Interest received
143,494
-

Net cash from investing activities

(3,485,332)
-

Cash flows from financing activities

Issue of ordinary shares
416,766
-

Dividends paid
(839,522)
-

Net cash used in financing activities
(422,756)
-

Net increase in cash and cash equivalents
13,310,633
-

Cash and cash equivalents at beginning of year
1
1

Cash and cash equivalents at the end of year
13,310,634
1


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
13,310,634
1

13,310,634
1


Page 18

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

1.


General information

CLL Group Holdings Limited (13582442) is a private company, limited by shares, incorporated in England and Wales, domiciled in the UK and has its registered office and principal place of business at 23 Springfield Lyons Approach, Springfield, Chelmsford, England, CM2 5LB.

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 Balance sheet, 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.

 
2.3

Going concern

Forecasts and projections, which take account of reasonable possible changes in trading performance, show that the Company and the Group should be able to operate within the level of their current facilities.
The Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for he foreseeable future. The Company and Group therefore have adopted the going concern basis in preparing these financial statements.

Page 19

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

2.Accounting policies (continued)

 
2.4

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.

 
2.5

Operating leases: the Group as lessee

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

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

 
2.6

Interest income

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

 
2.7

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 20

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

2.Accounting policies (continued)

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

 
2.9

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.

 
2.10

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
25% reducing balance
Office equipment
-
20% straight line
Computer equipment
-
33% straight line

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

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

Page 21

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

2.Accounting policies (continued)

 
2.11

Valuation of investments

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

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.

 
2.14

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.

 
2.15

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.

 
2.16

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 profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 22

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

2.Accounting policies (continued)

 
2.17

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

 
2.18

Dividends

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

Page 23

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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. In the opinion of the directors there are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Long term contracts
Judgment is particularly applied in estimating the completion stage and expected outcome of Long term contracts.
Warranty Provision
The Group provides a provision on estimated warranty costs, with the average warranty lasting a duration of 12 years. The Group has either entered into an uninsured warranty contract leading to a legal obligation or has a constructive obligation in relation to the warranty on these sales. The provision is based on a percentage of annual turnover. The total provision at balance sheet date is disclosed in note 18 of these accounts.


4.


Turnover

All turnover relates to the principal activity of the Group.

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

Unaudited
2023
2022
£
£

Exchange differences
16,940
-

Other operating lease rentals
2,525
-


6.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
16,950
-

Page 24

 
CLL GROUP 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
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
3,026,613
-
32,588
-

Social security costs
305,087
-
-
-

Cost of defined contribution scheme
58,609
-
-
-

3,390,309
-
32,588
-


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


        2023
        2022
            No.
            No.







Employees
52
-

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)

8.


Directors' remuneration

Unaudited
2023
2022
£
£

Directors' emoluments
60,655
-

60,655
-


The highest paid director received remuneration of £32,752 (2022 - £NIL).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).


9.


Interest receivable

Unaudited
2023
2022
£
£


Other interest receivable
143,494
-

143,494
-

Page 25

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

10.


Taxation


Unaudited
2023
2022
£
£

Corporation tax


Current tax on profits for the year
1,995,860
-

Adjustments in respect of previous periods
162,101
-


2,157,961
-


Total current tax
2,157,961
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
2,157,961
-

Factors affecting tax charge for the year

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

Unaudited
2023
2022
£
£


Profit on ordinary activities before tax
6,251,050
-


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
1,468,997
-

Effects of:


Non-tax deductible amortisation of goodwill and impairment
557,284
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
248
-

Adjustments to tax charge in respect of prior periods
162,101
-

Changes in provisions leading to an increase (decrease) in the tax charge
5,274
-

Other differences leading to an increase (decrease) in the tax charge
(35,943)
-

Total tax charge for the year
2,157,961
-

Page 26

 
CLL GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Dividends

Unaudited
2023
2022
£
£


Dividends paid on ordinary shares
839,522
-

839,522
-


12.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2023
999,951


Additions
21,433,260



At 31 December 2023

22,433,211



Amortisation


At 1 January 2023
999,951


Charge for the year on owned assets
2,296,420



At 31 December 2023

3,296,371



Net book value



At 31 December 2023
19,136,840



At 31 December 2022
-



Page 27

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

13.


Tangible fixed assets

Group






Plant and machinery
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


Additions
63,367
22,507
33,620
119,494


Acquisition of subsidiary
46,815
9,004
46,814
102,633



At 31 December 2023

110,182
31,511
80,434
222,127



Depreciation


Charge for the year on owned assets
12,654
2,985
26,327
41,966



At 31 December 2023

12,654
2,985
26,327
41,966



Net book value



At 31 December 2023
97,528
28,526
54,107
180,161



At 31 December 2022
-
-
-
-


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
27,820,001



At 31 December 2023
27,820,001




Page 28

 
CLL GROUP 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

Colorminium (London) Limited
23 Springfield Lyons Approach, Springfield, Chelmsford, CM2 5LB
Ordinary
96.5%
Envoy Projects Limited
23 Springfield Lyons Approach, Springfield, Chelmsford, CM2 5LB
Ordinary
96.5%

Both subsidiary undertakings are direct subsidiaries of the parent company.


15.


Stocks

Group

Group
Unaudited
Company

Company
Unaudited
2023
2022
2023
2022
£
£
£
£

Development stock
861,103
-
861,103
-

Long-term contract balances
64,593
-
-
-

925,696
-
861,103
-


Long-term contract balances consist of:

Group
Group
2023
2022
£
£


Costs to date less provision for losses
64,593
-

64,593
-


Page 29

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

16.


Debtors

Group

Group
Unaudited
Company

Company
Unaudited
2023
2022
2023
2022
£
£
£
£


Trade debtors
2,053,664
-
-
-

Amounts owed by group undertakings
-
-
1,445,481
-

Other debtors
2,939,901
-
1
-

Called up share capital not paid
736,960
-
-
-

Prepayments and accrued income
600,639
853,164
-
853,164

Amounts recoverable on long-term contracts
1,986,701
-
-
-

8,317,865
853,164
1,445,482
853,164



17.


Cash and cash equivalents

Group

Group
Unaudited
Company

Company
Unaudited
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
13,310,634
1
3,141,060
1

13,310,634
1
3,141,060
1



18.


Creditors: Amounts falling due within one year

Group

Group
Unaudited
Company

Company
Unaudited
2023
2022
2023
2022
£
£
£
£

Payments received on account
363,946
-
-
-

Trade creditors
1,491,100
-
3,411
-

Amounts owed to group undertakings
-
-
1,000,000
-

Corporation tax
1,980,916
-
451,795
-

Other taxation and social security
785,745
-
141,829
-

Other creditors
3,312,836
-
3,246,287
-

Accruals and deferred income
5,759,333
-
-
-

13,693,876
-
4,843,322
-



19.


Provisions

Page 30

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

           19.Provisions (continued)


Group






Warranty provision

£





Charged to profit or loss
145,483


Arising on business combinations
375,636



At 31 December 2023
521,119


20.


Share capital

Unaudited
2023
2022
£
£
Allotted, called up and fully paid



13,001 (2022 - ) Ordinary A-S shares of £1.00 each
13,001
-
1 (2022 - 1) Ordinary Z share of £1.00
1
1
40,117 (2022 - ) Deferred A shares of £1.00 each
40,117
-
363,643 (2022 - ) Deferred B shares of £1.00 each
363,643
-
5 (2022 - ) Deferred C shares of £1.00 each
5
-

416,767

1


The Deferred A-C shares and Ordinary Z shares are redeemable at any time at the the request of the Company. The holders have a right to request a redemption but the Company has an unconditional right to reject any such request if it sees fit.


21.


Reserves

Other reserves

The other reserves represents a merger reserve arising on the acquisition of a subsidiary where consideration was partly in the form of shares issued by the parent company.

Profit and loss account

The profit and loss account represents the accumulated profits of the Group since incorporation less distributions made to shareholders.

Page 31

 
CLL GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
22.


Analysis of net debt




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1

13,310,633

13,310,634

Debt due within 1 year

-

(3,338,203)

(3,338,203)


1
9,972,430
9,972,431


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £66,346 (2022 - £Nil) . Contributions totalling £Nil (2022 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

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


Group

Group
Unaudited
2023
2022
£
£

Not later than 1 year
343,485
-

Later than 1 year and not later than 5 years
327,381
-

670,866
-

25.


Transactions with directors

Included in other creditors are balances due to directors of £3,338,203 (2022: £Nil). No interest is charged on balances held with directors, with all balances being repayable on demand.

Page 32

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

26.


Related party transactions

Included in other creditors are balances due to directors of £3,338,203 (2022: £Nil). No interest is charged on balances held with directors, with all balances being repayable on demand.
During the year the Company received management charges of £1,318,051 (2022: £853,164) and dividends of £4,540,108 (2022: £nil) from subsidiary undertakings.
At 31 December 2023 the Company was owed £1,445,481 (2022: £nil) from and owed £1,000,000 (2022: £nil) to subsidiary undertakings. All balances are unsecured, repayable on demand and do not accrue interest.   

27.


Controlling party

The Company is under the control of the Directors by virtue of their majority shareholdings.

 
Page 33