Registered number: 14191270
C.A.R.S. Holdings (2022) Limited
Annual report and financial statements
For the period ended 31 December 2023
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C.A.R.S. HOLDINGS (2022) LIMITED
Company Information
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J R Walker (appointed 31 January 2024)
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2nd Floor 168 Shoreditch High Street
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Statutory Auditor & Chartered Accountants
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168 Shoreditch High Street
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C.A.R.S. HOLDINGS (2022) LIMITED
Contents
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Independent auditors' report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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C.A.R.S. HOLDINGS (2022) LIMITED
Strategic report
For the period ended 31 December 2023
The directors present the strategic report for the period ended 31 December 2023.
The directors report that turnover and profit are in line with expectations given the nature of the business.
Principal risks and uncertainties
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The niche market in which the company operates requires the company to constantly review its cost of sales and administrative expenses. The company is always seeking new income streams.
Financial key performance indicators
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All the company's key performance indicators remain satisfactory and the balance sheet shows the company is in a strong financial position.
This report was approved by the board on 16 August 2024 and signed on its behalf.
Page 1
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C.A.R.S. HOLDINGS (2022) LIMITED
Directors' report
For the period ended 31 December 2023
The directors present their report and the financial statements for the period ended 31 December 2023.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £7,300,000 (2022 - £NIL).
Dividends of £7,300,000 were paid during the period.
The directors who served during the period were:
J N Barker (resigned 31 January 2024)
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J L Carson (resigned 31 January 2023)
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S Arora (appointed 31 January 2023)
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C Palmer (appointed 8 February 2023)
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The group will continue its performance within the forwarding agency services market and seek opportunities to grow its market share and customer base and to expand its operations into these and associated markets.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Page 2
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C.A.R.S. HOLDINGS (2022) LIMITED
Directors' report (continued)
For the period ended 31 December 2023
Post balance sheet events
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There have been no significant events affecting the Company since the period end.
The auditors, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 16 August 2024 and signed on its behalf.
Page 3
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C.A.R.S. HOLDINGS (2022) LIMITED
Independent auditors' report to the members of C.A.R.S. HOLDINGS (2022) LIMITED
We have audited the financial statements of C.A.R.S. Holdings (2022) Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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 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.
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.
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C.A.R.S. HOLDINGS (2022) LIMITED
Independent auditors' report to the members of C.A.R.S. HOLDINGS (2022) LIMITED (continued)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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C.A.R.S. HOLDINGS (2022) LIMITED
Independent auditors' report to the members of C.A.R.S. HOLDINGS (2022) LIMITED (continued)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
A number of procedures were performed to assess the risk of material misstatement due to non compliance with laws and regulations. These include challenging assumptions and judgments made by management, various discussions with leadership of any known non compliance of laws and regulations and identifying and testing significant and unusual transactions and journal entries.
All risks have been appropriately addressed. The audit risks were addressed through the following procedures:
∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation;
∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud;
∙Assessment of identified fraud risk factors;
∙Challenging assumptions and judgments made by management in its significant accounting estimates;
∙Checking and reperforming the reconciliation of key control accounts;
∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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C.A.R.S. HOLDINGS (2022) LIMITED
Independent auditors' report to the members of C.A.R.S. HOLDINGS (2022) LIMITED (continued)
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
Robert Sellers FCCA (Senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Statutory Auditor
Chartered Accountants
London
22 August 2024
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C.A.R.S. HOLDINGS (2022) LIMITED
Statement of comprehensive income
For the period ended 31 December 2023
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Income from fixed assets investments
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Profit for the financial period
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There was no other comprehensive income for 2023 (2022:£NIL).
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The notes on pages 11 to 14 form part of these financial statements.
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Page 8
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C.A.R.S. HOLDINGS (2022) LIMITED
Registered number: 14191270
Balance sheet
As at 31 December 2023
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Debtors: amounts falling due within one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 August 2024.
The notes on pages 11 to 14 form part of these financial statements.
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C.A.R.S. HOLDINGS (2022) LIMITED
Statement of changes in equity
For the period ended 31 December 2023
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Contributions by and distributions to owners
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Shares issued during the period
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Total transactions with owners
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Share capital
This represents the nominal value of shares that have been issued by the company.
Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
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C.A.R.S. HOLDINGS (2022) LIMITED
Notes to the financial statements
For the period ended 31 December 2023
C.A.R.S. Holdings (2022) Limited is a private company limited by shares, incorporated in England and Wales with the registration number 14191270. The address of the registered office is 2nd Floor 168 Shoreditch High Street, London, England, E1 6RA. The address of the principal place of business is The Old Airfield Site, Bury Road, Chedburgh, Suffolk, IP29 4UQ. The principal activity of the company is that of a holding company.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgments, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
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C.A.R.S. HOLDINGS (2022) LIMITED
Notes to the financial statements
For the period ended 31 December 2023
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Auditors remuneration in respect of this entity is accounted for within other group entities.
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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The Company has no employees other than the directors, who did not receive any remuneration (2022 - £nil).
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Dividends received from unlisted investments
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Investments in subsidiary companies
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Page 12
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C.A.R.S. HOLDINGS (2022) LIMITED
Notes to the financial statements
For the period ended 31 December 2023
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The following were subsidiary undertakings of the Company:
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C.A.R.S. Holdings Limited
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* C.A.R.S. UK Shipping Limited
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* C.A.R.S. Administration Limited
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* C.A.R.S. United Kingdom Limited
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* CARS Motorsport Limited
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* Virginia Water Motor Co. (UK) Limited
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Subsidiaries annotated with a * are indirectly held.
The registered off of the UK entities is Arlington House, West Station Business Park, Spital Road, Maldon, Essex, CM9 6FF.
The registered office of CARS Europe BV is Gersteweg 11, 2153 GH Nieuw-Vennep, Netherlands.
The registered office of CARS Japan is 3F-B, 15-6 Honmokuhara, Naka-ku, Yokohama, Kanagawa 2310821 Japan.
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C.A.R.S. HOLDINGS (2022) LIMITED
Notes to the financial statements
For the period ended 31 December 2023
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Allotted, called up and fully paid
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2,000 (2022 - 2,000) Ordinary shares of £1.00 each
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Related party transactions
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The company has taken advantage of the exemption from disclosing related party transactions with its fellow group members provided by paragraph 33.5 of FRS 102, Section 33 as its ultimate UK parent undertaking Global Critical Logistics Limited publishes consolidated financial statements.
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The immediate parent company is RICH Forwarding Limited, a company registered in England and Wales, whose registered office is 2nd Floor, 168 Shoreditch High Street, London, England, E1 6RA. The smallest group in which the results of the company are consolidated is that headed by Global Critical Logistics Limited. The consolidated financial statements of this company are publicly available from the Registrar of Companies.
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