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Registered number: 12716426









CARPENTERS GROUP LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CARPENTERS GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
C Claverie 
I M Ealet (resigned 27 March 2024)
L Le Gaillard 
J Lombrail 
H Topiol 




Registered number
12716426



Registered office
Ladbroke Hall
79 Barlby Road

London

W10 6AZ




Independent auditors
Nyman Libson Paul LLP
Chartered Accountants & Statutory Auditors

124 Finchley Road

London

NW3 5JS





 
CARPENTERS GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Consolidated Statement of Comprehensive Income
 
11
Consolidated Balance Sheet
 
12
Company Balance Sheet
 
13
Consolidated Statement of Changes in Equity
 
14
Company Statement of Changes in Equity
 
15
Consolidated Statement of Cash Flows
 
16 - 17
Consolidated Analysis of Net Debt
 
17
Notes to the Financial Statements
 
18 - 38


 
CARPENTERS GROUP LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present the strategic report of Carpenters Group Limited (“the Group”) for the year ended 31 December 2023. 
The Group comprises of Mondrian Limited and its subsidiary, SARL Carpenters Workshop Gallery, and SARL Artist Proof and its subsidiary.
The consolidated financial statements of the Group have been prepared using acquisition accounting principles allowed under FRS 102. The carrying value of the assets and liabilities of the parties to the combination were adjusted to their fair value on consolidation. Any difference between the cost of the investment and the nominal value of the share capital acquired is recognised as goodwill.

Principle activities
The Carpenters Group of companies operates as an art dealer specialising in contemporary collectible design. The Company is the investment holding company of the Group and doesn’t trade on its own account.
 
The Group includes Mondrian Limited and Carpenters Workshop Gallery LLC operating as an art dealership in the UK and USA respectively. SARL Carpenters Workshop Gallery operates as an art dealership in France, and SARL Artist Proof, Summer is an Attitude SAS, operating as an art manufacturer and logistics support to the Group.

Business review
 

The Group has been a successful business for many years primarily operating from its London, Paris, New York and Los Angeles galleries and specialist art fairs, catering to a niche client base with additional eCommerce sales.
The business improved upon its 2022 sales performance in what was a challenging trading environment. 
The Group has invested in a new Gallery space, in Notting Hill London which opened in Spring 2023.
Global economy, financial markets, and the impact of inflation
Global markets are influenced over time by the overall strength and stability of the global economy and the financial markets, although this correlation may not be immediately evident. The willingness of potential buyers and sellers to purchase and sell in the wake of economic uncertainty may be influenced. Clients may in the future have less capacity for discretionary purchases and may reduce  their purchases as a result of various factors, including inflation (such a recent inflationary pressure), higher tax rates, reduced access to credit, changes in government economic policy, recent global economic uncertainty, lower consumer confidence and demand for discretionary goods, geopolitical events such as recent international trade disputes and the ongoing war in Ukraine (see below).

Eastern European conflict
The Russian invasion of Ukraine on 24 February 2022 and the ongoing conflict have not directly impacted the operations of the Group.
The Group does not conduct business in the region. All sanctions imposed as a result of the conflict are being monitored on an ongoing basis and full compliance with those sanctions is being diligently ensured.

Page 1

 
CARPENTERS GROUP LIMITED
 

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

Principal risks and uncertainties
 
The management of the business and the execution of the Group’s strategy are subject to several risks. The key business risks and uncertainties affecting the Group as set out below are considered by Senior Management with appropriate procedures and mitigating actions implemented to control them.
Suppliers, input products and supply chain 
Carpenters Workshop Gallery products have a high reputation for style and quality that are dependent upon reputable designers and artists as well as the raw materials used in each design. The Group could be adversely affected by a fall in the production capacity of these artists, increases in raw material costs or logistics delays resulting from the exit of Britain from the European Union. The Group sources products from various artists and suppliers who can match the Group’s standards. The Group is not dependent upon one single artist and each is subject to at least an annual review of their products and the price paid for them. Where products are sourced in a currency other than UK £ then the Group will consider the impact of currency movements and determine whether any simple hedging of currency exposure or locking in of contracts/prices is warranted.
Employees
The Group’s employees deliver the service our clients expect from the sales process through to delivery and installation. A material decline in customer service standards could adversely affect the Group and its ability to grow sales. The Group has invested in training processes and management disciplines to maintain the expected service levels. In light of the current environment, the Group is doing its utmost best to retain and incentivise its employees.
Product availability
The Group’s operations are reliant on key relationships with artists and designers who create the products it sells. The Group could be adversely affected by these artists and designers being unable to manufacture products in a timely manner. The Group has contingent solutions in place for all key products.
Market conditions & competition
The Group operates within a niche market with new competitors entering the market as the demand for collectable design has grown considerably in recent years. The Group regularly reviews its products to ensure that innovation and design continue to attract clients and secure our position as market leaders.
Brexit considerations
Britain and the European Union have agreed and signed a Trade and Cooperation Agreement (“the agreement”). The agreement between Britain and the European Union contains no tariffs or quotas. Under the agreement, all imports of supplies from the EU must be declared to HMRC. We believe that this controlled departure from the EU will not have a direct impact on our supply chains. We are continually alert to the risk of significant declines in Sterling in recent years and leverage our trading partners within the Carpenters Group to hedge this risk.
Currency risk
The Group is exposed to translation and transaction foreign exchange risk due to trading in sterling, euro and US dollars. To mitigate this risk, the Group buys and sells currencies when rates are deemed favourable.
Liquidity risk
The Group seeks to manage risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
Interest rate risk
The Group finances its operations through a mix of retained profits and bank facilities in place. The Group does not ordinarily enter into derivative transactions to hedge interest rates.
The Group’s business model is regularly assessed by the Board of Directors in order to implement any strategic changes as necessary.

Page 2

 
CARPENTERS GROUP LIMITED
 

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

Financial key performance indicators
 

Year ended
Period ended

31 December 2023
31 December 2022

Turnover
49,701,691
40,253,239
Gross profit
24,512,268
19,040,689
Operating profit/(loss)
  (337,181)
  (2,471,609)
EBITDA*
4,461,989
  1,543,322






Revenue increased by 23% to €49.7m as the business delivered significant interior design projects during 2023, leveraging key relationships with clients and interior designers.
Gross profit increased by 29% to €24.5m due to efficiencies of scales gained from large interior design projects completed during the period.
Operating loss fell by 86% to €0.3m as efficiencies of scale gain from interior design projects completed during the period were offset by increased operational expenses in the completion of the London gallery and increased headcount. 
EBITDA also increased by 189% to €4.5m due to increased profit margin on large scale interior design projects.
*Operating profit before interest, tax, depreciation, and amortisation.
 

Other key performance indicators
 
Our customer base is steadily expanding, with growth in all markets and geographical locations.

Directors' statement of compliance with duty to promote the success of the Group
 
The directors act in a way that they considered to be most likely to promote the success of the Group and in doing so have regard, amongst other matters to:
  • the likely consequences of any decision in the long term;
  • the interests of the Group’s employees;
  • the need to foster the Group’s business relationships with suppliers, clients and others;
  • the impact of the Group’s operations on the community and the environment;
  • the desirability of the Group maintaining a reputation for high standards of business conduct; and
  • the need to act fairly between members of the Group


This report was approved by the board on 11 October 2024 and signed on its behalf.



L Le Gaillard
Director

Page 3

 
CARPENTERS GROUP 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

The directors who served during the year were:

C Claverie 
I M Ealet (resigned 27 March 2024)
L Le Gaillard 
J Lombrail 
H Topiol 

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 loss for the year, after taxation, amounted to 1,112,404 (2022 - loss 3,052,288).

Aggregated dividends of €300,000 (2022: €405,127) were paid during the current and financial reporting period.
As of the date upon which this report was approved, the directors have not recommended payment of any further dividend in respect of the financial year ended 31 December 2023.

Page 4

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

Environmental matters

The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
In managing the Group's operations, the directors remain conscious of the environmental impact of our business and continue to support the operational team in reviewing and establishing sustainable processes and practices. The Group is actively working towards achieving B Corp certification, which recognizes businesses that meet rigorous standards of social and environmental performance, accountability, and transparency.
Additionally, we have installed LED lighting in our gallery spaces and production facility in Mitry-Mory, and we are exploring further ways to reduce our environmental footprint while maintaining the highest efficiency standards. We also closely manage all building projects to ensure the use of sustainable materials.

Future developments

The Group is focused on providing unique contemporary functional art to its clients. The Group are evolving their business to ensure a seamless client experience from order to delivery and are investing significantly in their logistics capabilities and the technology that underpins the processes.

Engagement with employees

The Group is an equal opportunity employer, we ensure fair consideration of applications from disabled individuals, assessing their skills and abilities. Training and career development opportunities for disabled employees mirror those for non-disabled individuals whenever possible. Equivalent training and employment opportunities are provided to employees who become disabled during their tenure.
As part of our employee engagement and communication efforts, we regularly hold global and regional town hall meetings, as well as management and steering committee sessions. During these meetings, employees are updated on key developments within the Group, major product launches, exhibitions and financial performance. These town halls are complemented by regular newsletters, which are contributed to by employees and provide updates from departments across the globe.
In 2023, a Culture Committee was established to gather, review, and act on employee feedback. The committee's goal is to foster engagement by developing initiatives, such as creating employer-recognized groups aimed at improving overall employee satisfaction.
Important changes and updates to employee benefits, such as the relocation of the UK back-office and the introduction of transportation allowances, are communicated through email and direct mail to ensure all employees are informed.

Engagement with suppliers, customers and others

The Group’s key stakeholders include its employees, clients, suppliers and the environment.
How does the Board engage with Stakeholders
The Board engages with stakeholders through both direct interactions and operational-level communication. Directors frequently connect directly with stakeholders to address specific issues, ensuring that concerns are addressed promptly. However, much of the stakeholder engagement occurs at the operational level, where teams handle day-to-day interactions.
Given the international nature of our business, the Board takes the lead in stakeholder engagement for matters of group-wide significance. For example, decisions such as investing in a new gallery space are carefully considered due to their potential impact on the Group's reputation. This dual approach ensures that we remain
Page 5

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

responsive to stakeholder needs while aligning our strategic objectives with broader organizational goals.
Engagement with clients
Carpenters engages with its clients through a variety of channels, including networking events, its website, a B2B platform, and digital and social media platforms, all of which provide information about our galleries and the artworks available for sale. When clients visit Carpenters' galleries, they have the opportunity to meet with our team, view exhibitions, attend events, and enjoy our hospitality.
The Group's success is largely driven by a select group of business partners and direct clients, who contribute significantly to our revenues, profitability, and cash flow. Our continued growth depends on our ability to cultivate and sustain strong relationships with these key clients, as well as on their financial stability.
Engagement with suppliers
Carpenters is committed to maintaining close relationships with key suppliers, particularly the artists, to ensure efficient and high-quality service delivery. Communication with our suppliers is managed by internal relationship holders who are closely connected to the relevant functions. These relationship holders provide updates on Company policies to suppliers and relay their insights and feedback to senior management.

Greenhouse gas emissions, energy consumption and energy efficiency action

TBC [The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.]

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 end of the reporting period.

Auditors

The auditorsNyman Libson Paul LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 11 October 2024 and signed on its behalf.
 




L Le Gaillard
Director

Page 6

 
CARPENTERS GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTERS GROUP LIMITED
 

Opinion


We have audited the financial statements of Carpenters Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the 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 loss 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 qualified 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

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


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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

 
CARPENTERS GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTERS GROUP 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 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:

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.


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 9

 
CARPENTERS GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTERS GROUP 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.





Paul Taiano (Senior Statutory Auditor)
for and on behalf of
Nyman Libson Paul LLP
Chartered Accountants
Statutory Auditors
124 Finchley Road
London
NW3 5JS

15 October 2024
Page 10

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

2023
2022
Note

  

Turnover
 3 
49,701,691
40,523,239

Cost of sales
  
(25,189,423)
(21,482,550)

Gross profit
  
24,512,268
19,040,689

Administrative expenses
  
(22,152,400)
(18,524,405)

Amortisation of goodwill
  
(3,108,873)
(3,108,872)

Other operating income
 4 
411,824
120,979

Operating loss
 5 
(337,181)
(2,471,609)

Interest receivable and similar income
 9 
43,072
102,988

Interest payable and similar expenses
 10 
(336,589)
(541,255)

Other finance income
  
(1,545)
282,685

Loss before taxation
  
(632,243)
(2,627,191)

Tax on loss
 11 
(480,161)
(425,097)

Loss for the financial year
  
(1,112,404)
(3,052,288)

  

Currency translation difference arising on consolidation
  
466,839
(1,306,694)

Total comprehensive income for the year
  
(645,565)
(4,358,982)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(1,112,404)
(3,052,288)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(645,565)
(4,358,982)

The notes on pages 18 to 38 form part of these financial statements.

Page 11

 
CARPENTERS GROUP LIMITED
REGISTERED NUMBER: 12716426

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Intangible assets
 13 
21,130,732
24,088,548

Tangible assets
 14 
11,843,967
9,922,285

Investments
 15 
304,294
304,294

  
33,278,993
34,315,127

Current assets
  

Stocks
 16 
56,493,690
59,244,033

Debtors: amounts falling due within one year
 17 
14,611,941
12,794,176

Cash at bank and in hand
 18 
4,582,181
1,388,006

  
75,687,812
73,426,215

Creditors: amounts falling due within one year
 19 
(54,193,705)
(58,850,791)

Net current assets
  
 
 
21,494,107
 
 
14,575,424

Total assets less current liabilities
  
54,773,100
48,890,551

Creditors: amounts falling due after more than one year
 20 
(8,910,739)
(2,207,341)

Provisions for liabilities
  

Deferred taxation
 23 
(577,522)
(452,806)

Other provisions
 24 
(288,687)
(288,687)

Net assets
  
44,996,152
45,941,717


Capital and reserves
  

Called up share capital 
 25 
52,921,666
52,921,666

Foreign exchange reserve
 26 
(1,004,433)
(1,471,272)

Profit and loss account
 26 
(6,921,081)
(5,508,677)

Equity attributable to owners of the parent Company
  
44,996,152
45,941,717


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 October 2024.


L Le Gaillard
Director

The notes on pages 18 to 38 form part of these financial statements.

Page 12

 
CARPENTERS GROUP LIMITED
REGISTERED NUMBER: 12716426

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Investments
 15 
39,866,666
39,866,666

Current assets
  

Debtors: amounts falling due after more than one year
 17 
10,313,474
10,021,333

Debtors: amounts falling due within one year
 17 
9,511,307
9,511,160

Cash at bank and in hand
 18 
24,825
119,625

  
19,849,606
19,652,118

Creditors: amounts falling due within one year
 19 
(5,041,148)
(5,072,624)

Net current assets
  
 
 
14,808,458
 
 
14,579,494

Total assets less current liabilities
  
54,675,124
54,446,160

  

Creditors: amounts falling due after more than one year
 20 
(517,403)
(507,341)

Net assets
  
54,157,721
53,938,819


Capital and reserves
  

Called up share capital 
 25 
52,921,666
52,921,666

Profit and loss account brought forward
  
1,017,153
545,758

Profit for the year
  
518,902
876,522

Dividends paid

  

(300,000)
(405,127)

Profit and loss account carried forward
  
1,236,055
1,017,153

  
54,157,721
53,938,819


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 October 2024.




L Le Gaillard
Director

The notes on pages 18 to 38 form part of these financial statements.

Page 13

 
CARPENTERS GROUP LIMITED
 

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


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity



At 1 January 2022
52,921,666
(164,578)
(2,051,262)
50,705,826



Loss for the year
-
-
(3,052,288)
(3,052,288)

Currency translation difference arising on consolidation
-
(1,306,694)
-
(1,306,694)

Dividends paid
-
-
(405,127)
(405,127)



At 1 January 2023
52,921,666
(1,471,272)
(5,508,677)
45,941,717



Loss for the year
-
-
(1,112,404)
(1,112,404)

Currency translation difference arising on consolidation
-
466,839
-
466,839

Dividends paid
-
-
(300,000)
(300,000)


At 31 December 2023
52,921,666
(1,004,433)
(6,921,081)
44,996,152


Page 14

 
CARPENTERS GROUP 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 January 2022
52,921,666
545,758
53,467,424



Profit for the year
-
876,522
876,522

Dividends paid
-
(405,127)
(405,127)



At 1 January 2023
52,921,666
1,017,153
53,938,819



Profit for the year
-
518,902
518,902

Dividends: Equity capital
-
(300,000)
(300,000)


At 31 December 2023
52,921,666
1,236,055
54,157,721


The notes on pages 18 to 38 form part of these financial statements.

Page 15

 
CARPENTERS GROUP LIMITED
 

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

2023
2022

Cash flows from operating activities

Loss for the financial year
(1,112,404)
(3,052,288)

Adjustments for:

Amortisation of intangible assets
3,234,361
3,226,732

Depreciation of tangible assets
1,564,849
505,614

Government grants
(3,333)
(21,521)

Interest paid
336,589
546,040

Interest received
(43,072)
(102,988)

Taxation charge
480,161
425,097

Decrease/(increase) in stocks
2,750,343
(9,251,904)

(Increase) in debtors
(1,872,818)
(2,257,853)

(Decrease)/increase in creditors
(9,142,526)
11,281,660

Increase in provisions
-
288,687

Corporation tax (paid)/received
(80,437)
297,159

Non-cash movements on translation of foreign undertakings
466,839
(1,306,694)

Net cash generated from operating activities

(3,421,448)
577,741


Cash flows from investing activities

Purchase of intangible fixed assets
(276,505)
(214,490)

Purchase of tangible fixed assets
(3,486,531)
(6,182,790)

Purchase of trade investments
-
(206,000)

Government grants received
3,333
21,521

Interest received
43,072
102,988

Net cash from investing activities

(3,716,631)
(6,478,771)

Cash flows from financing activities

New secured loans
8,235,000
-

Repayment of loans
(1,104,534)
(935,305)

Other new loans
2,010,062
-

Dividends paid
(300,000)
(405,127)

Interest paid
(336,589)
(546,040)


Net cash used in financing activities

8,503,939
(1,886,472)

Net (decrease)/increase in cash and cash equivalents
1,365,860
(7,787,502)

Cash and cash equivalents at beginning of year
1,382,974
9,170,476
Page 16

 
CARPENTERS GROUP LIMITED
 

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


2023
2022



Cash and cash equivalents at the end of year
2,748,834
1,382,974


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,582,181
1,388,006

Bank overdrafts
(1,833,347)
(5,032)

2,748,834
1,382,974



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

1,388,006

3,194,175

4,582,181

Bank overdrafts

(5,032)

(1,828,315)

(1,833,347)

Debt due after 1 year

(2,207,341)

(6,703,398)

(8,910,739)

Debt due within 1 year

(954,534)

(2,437,130)

(3,391,664)


(1,778,901)
(7,774,668)
(9,553,569)

The notes on pages 18 to 38 form part of these financial statements.

Page 17

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

General information

Carpenters Group Limited ('the Company') is a private company limited by shares, incorporated under the UK Companies Act 2006 and domiciled in England.
The address of the Company's registered office and principal place of business is Ladbroke Hall, 79 Barlby Road, London, W10 6AZ.
The nature of the Group's operations and its principal activities are set out in the strategic report on  pages 1 and 2 of these financial statements.

1.Accounting policies

 
1.1

Basis of preparation of financial statements

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

The 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 2).

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:

 
1.2

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.
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.

 
1.3

Going concern

The Directors have prepared cashflow projections for the Group covering a period of at least 12 months from the date of approval of these financial statements and the Directors consider the Group will be able to operate within its available facilities. Therefore, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

Page 18

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

1.Accounting policies (continued)

 
1.4

Foreign currency translation

The Company's functional and presentational currency is Euros.
Foreign currencies are translated into the functional (and presentational) currency using the exchange rates prevailing at the date of the respective transaction or valuation where items are re-measured.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account as part of total comprehensive income.
Changes in the fair value of forward foreign exchange contracts that economically hedge monetary assets and liabilities in foreign currencies, and for which no hedge accounting is applied, are recognised in profit or loss with the change in fair value of the forward foreign exchange contract recognised as a fair value movement within operating profit or loss and foreign exchange gains or losses relating to monetary items recognised within administrative expenditure
On consolidation, the results of overseas operations are translated into Euros 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.
 

 
1.5

Revenue

Revenue from the sale of goods is recognised when significant risks and rewards of ownership have been transferred to the buyer. The criteria are that the piece that has been sold is delivered and the Company/Group has no other obligations to the client.

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
1.6

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.

Page 19

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

1.Accounting policies (continued)

 
1.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the statement of comprehensive income in the same period as the related expenditure.

 
1.8

Interest income

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

 
1.9

Finance costs

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

 
1.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
1.11

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.

 
1.12

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company 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 balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
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
Page 20

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

1.Accounting policies (continued)


1.12
Current and deferred taxation (continued)

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 balance sheet date.

 
1.13

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 of 10 years.

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.  Intangible assets are amortised over their useful life of three years.

 
1.14

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.

Page 21

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

1.Accounting policies (continued)


1.14
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
over the term of the lease
Plant and machinery
-
over 5 years
Motor vehicles
-
reducing balance
Fixtures and fittings
-
20%
reducing balance
Office equipment
-
20%
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 profit or loss.

 
1.15

Valuation of investments

Fixed asset investments comprise the following:
Holdings in unlisted company shares of subsidiary undertakings
Such holdings are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at cost less provision for impairment at the reporting date.
Holdings in unlisted company shares of associated undertakings
Such holdings are a form of financial instrument. The Company accounts for its interests in associated undertakings using the equity method. Under this method, the Company recognises its investment in the associated undertaking at cost and subsequently adjusts this for its share of profits or losses, recognised in profit or loss within non-operating items, and accumulated provision for impairment.

 
1.16

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 Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
 
Page 22

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

1.Accounting policies (continued)


1.16
Associates and joint ventures (continued)


Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
1.17

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 design and production of the stock item and  work in progress includes cost of design and production of stock item incurred up to the reporting date.

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.

 
1.18

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
1.19

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.

 
1.20

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.

 
1.21

Provisions for liabilities

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

 
1.22

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
Page 23

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

1.Accounting policies (continued)


1.22
Financial instruments (continued)

consideration expected to be paid or received.
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.
Investments in non-derivative instruments that are equity to the issuer are measured:
   - at fair value with changes recognised in the Consolidated Statement of Comprehensive Income if 
     the shares are publicly traded or their fair value can otherwise be measured reliably;
   - at cost less impairment for all other investments.

 
1.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. 


2.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments
The Group did not make any significant judgements (apart from those involving estimations which are detailed below) that have a significant effect on the amounts recognised in the financial statements.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
The management makes an estimate of recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
The annual depreciation charge for the tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
 
Page 24

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

2.Judgments in applying accounting policies (continued)


At each reporting 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.
There were no other key sources of estimation uncertainty.


3.


Turnover

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


2023
2022

Sales
49,701,691
40,523,239


Analysis of turnover by country of destination:

2023
2022

United Kingdom
2,177,374
587,339

Rest of the world
47,524,317
39,935,900

49,701,691
40,523,239



4.


Other operating income

2023
2022

Other operating income
408,491
99,458

Government grants receivable
3,333
21,521

411,824
120,979


Page 25

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

5.


Operating loss

The operating loss is stated after charging:

2023
2022

Depreciation of tangible fixed assets
1,471,744
505,614

Exchange differences
(639,109)
261,076

Other operating lease rentals
2,531,050
2,411,603

Amortisation of goodwill and other intangible assets
3,234,321
3,226,733


6.


Auditors' remuneration

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


2023
2022

Fees payable to the Company's auditors for the audit of the consolidated and subsidiary's financial statements
77,500
55,443

Fees payable to the Company's auditors in respect of:

All non-audit services not included above
10,000
15,120


7.


Employees

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


Group
Group
2023
2022


Wages and salaries
6,749,886
6,541,962

Social security costs
514,081
360,379

Cost of defined contribution scheme
911,739
994,571

Compensation for loss of office
831,483
-

9,007,189
7,896,912


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


        2023
        2022
            No.
            No.







Administration, technical and production
96
96

The Company has no employees other than the directors, who did not receive any remuneration.
Page 26

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

8.


Key management personnel

2023
2022



Key management personnel emoluments
799,846
758,922


799,846
758,922

The directors and other personnel of the Company and the Group who together hold joint responsibility for planning, directing and controlling the Group's activities are recognised as being the key management personnel. 


9.


Interest receivable

2023
2022


Other interest receivable
43,072
102,988


10.


Interest payable and similar expenses

2023
2022


Bank interest payable
319,131
526,897

Other loan interest payable
10,062
9,948

Other interest payable
7,396
4,410

336,589
541,255

Page 27

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

11.


Taxation


2023
2022

Corporation tax


Current tax on profits for the year
368,677
134,564

Adjustments in respect of previous periods
(12,882)
(8,496)

Total current tax
355,795
126,068

Deferred tax


Origination and reversal of timing differences
124,366
299,029

Taxation on profit on ordinary activities
 
480,161
 
425,097


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

2023
2022


Loss on ordinary activities before tax
(632,243)
(2,627,191)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(148,577)
(499,166)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
730,585
590,685

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,900
3,158

Adjustments to tax charge in respect of prior periods
(12,882)
(8,496)

Short-term timing difference leading to an increase (decrease) in taxation
198,148
83,976

Other timing differences leading to an increase (decrease) in taxation
(28,826)
(27,117)

Deferred tax not recognised
(261,187)
282,057

Total tax charge for the year
480,161
425,097



There were no factors that may affect future tax charges.

Page 28

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

12.


Dividends

2023
2022


Dividends paid
300,000
405,127

300,000
405,127


13.


Intangible assets

Group and Company





Computer software
Goodwill
Total




Cost


At 1 January 2023
672,591
31,088,730
31,761,321


Additions
276,505
-
276,505



At 31 December 2023

949,096
31,088,730
32,037,826



Amortisation


At 1 January 2023
159,664
7,513,109
7,672,773


Charge for the year on owned assets
125,448
3,108,873
3,234,321



At 31 December 2023

285,112
10,621,982
10,907,094



Net book value



At 31 December 2023
663,984
20,466,748
21,130,732



At 31 December 2022
512,927
23,575,621
24,088,548



Page 29

 


 
CARPENTERS GROUP LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


14.


Tangible fixed assets


Group







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




Cost


At 1 January 2023
9,103,995
502,453
45,106
762,870
247,933
10,662,357


Additions
2,905,690
225,236
-
188,183
167,422
3,486,531



At 31 December 2023

12,009,685
727,689
45,106
951,053
415,355
14,148,888



Depreciation


At 1 January 2023
264,115
142,150
40,096
212,396
81,315
740,072


Charge for the year
1,243,197
96,996
2,228
137,651
84,777
1,564,849



At 31 December 2023

1,507,312
239,146
42,324
350,047
166,092
2,304,921



Net book value



At 31 December 2023
10,502,373
488,543
2,782
601,006
249,263
11,843,967



At 31 December 2022
8,839,880
360,303
5,010
550,474
166,618
9,922,285

Page 30

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

15.


Fixed asset investments

Group





Investments in associates
Trade investments
Total




Cost or valuation


At 1 January 2023
98,294
206,000
304,294



At 31 December 2023
98,294
206,000
304,294




Company





Investments in subsidiary companies




Cost or valuation


At 1 January 2023
39,866,666



At 31 December 2023
39,866,666





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Mondrian Limited
Ladbroke Hall, 79 Barlby Road, London, United Kingdom, W10 6AZ
Ordinary
100%
Carpenters Workshop Gallery LLC New York**
693 5th Ave, 19th Floor,New York, USA
Ordinary
100%
SARL Carpenters Workshop Gallery Paris
54 rue de la Verrerie 75004 France
Ordinary
100%
SARL Artist Proof
rue Fernand Forest 77290 Mitry-Mory
Ordinary
100%
Summer is an Attitude SAS**
rue Fernand Forest 77290 Mitry-Mory
Ordinary
100%
Design Masters SAS***
rue Fernand Forest 77290 Mitry-Mory
Ordinary
50.2%

Page 31

 
CARPENTERS GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

** Investments held indirectly
*** Investments held indirectly and excluded from consolidation on the grounds that its inclusion is not material (individually and in aggregate) for the purpose of giving a true and fair view.


Associates


The following were associates of the Company:


Name

Registered office

Class of shares

Holding

Andromark
14 Rue Charles V Paris 75004 France
Ordinary
10%
La Donnalucata Srl
Contrada Landolona snc 7018 Sicily, Italy
Ordinary
10%


16.


Stocks

Group
Group
2023
2022

Raw materials
43,056
833,982

Finished goods
51,988,240
54,217,452

Work in progress
4,462,394
4,192,599

56,493,690
59,244,033



17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022


Amounts owed by group undertakings
-
-
10,313,474
10,021,333

-
-
10,313,474
10,021,333


Page 32

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

17.Debtors (continued)


Group
Group
Company
Company
2023
2022
2023
2022


Trade debtors
6,816,956
3,887,595
-
-

Amounts owed by group undertakings
-
-
9,511,160
9,511,160

Other debtors
4,592,470
4,108,369
147
-

Prepayments and accrued income
3,202,515
4,798,212
-
-

14,611,941
12,794,176
9,511,307
9,511,160



18.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022

Cash at bank and in hand
4,582,181
1,388,006
24,825
119,625

Less: bank overdrafts
(1,833,347)
(5,032)
-
-

2,748,834
1,382,974
24,825
119,625



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022

Bank overdrafts
1,833,347
5,032
-
-

Bank loans
1,391,664
954,534
-
-

Other loans
2,000,000
-
-
-

Trade creditors
9,931,444
14,265,682
883
-

Amounts owed to group undertakings
-
-
4,876,423
4,876,422

Corporation tax
417,239
197,244
163,842
196,202

Other taxation and social security
1,121,137
420,914
-
-

Other creditors
16,211,755
16,113,037
-
-

Accruals and deferred income
21,287,119
26,894,348
-
-

54,193,705
58,850,791
5,041,148
5,072,624


Page 33

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

20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022

Bank loans
8,393,336
1,700,000
-
-

Other loans
517,403
507,341
517,403
507,341

8,910,739
2,207,341
517,403
507,341



The following liabilities were secured:
Group
Group
2023
2022


Bank loans
9,785,000
2,767,187

Bank overdrafts
1,829,376
-

11,614,376
2,767,187

Details of security provided:

HSBC Bank: Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over the book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future.
Neuflize OBC Bank - A joint and several guarantee for a maximum total amount of Euro 3,250,000 each from the directors, Loic Le Gaillard and Julien Lombrail. 
IIFCIC - A joint and several guarantee for a maximum total amount of  Euro 882,500.
 


The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
Group
Group
2023
2022


Repayable other than by instalments
517,403
507,341


Page 34

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

21.


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
1,391,664
954,534
-
-

Other loans
2,000,000
-
-
-

Amounts falling due 1-2 years

Bank loans
2,101,522
900,000
-
-

Other loans
517,403
-
517,403
-

Amounts falling due 2-5 years

Bank loans
4,896,856
800,000
-
-

Amounts falling due after more than 5 years

Bank loans
1,394,958
-
-
-

Other loans
-
507,341
-
507,341

12,302,403
3,161,875
517,403
507,341


During the reporting period, the Group obtained following credit facilities:
a)  Credit facility of 1,360,000 euros from Neuflize OBC bank, bearing interest at the 3-month EURIBOR rate plus a margin of 2% per year, with a maturity date of 31 March 2029.
b) Credit facility of 875,000 euros from the NEUFLIZE OBC bank, bearing interest at the 3-month EURIBOR rate plus a margin of 2% per year, with a maturity date of 31 March 2029.
c) Credit facility of 1,765,000 euros from the NEUFLIZE OBC bank, bearing interest at the 3-month EURIBOR rate plus a margin of 2% per year, with a maturity date of 31 March 2029.
d)  A participatory loan of 5,000,000 euros from the IFCIC,  bearing interest at a fixed rate of 2.5% and at a variable participatory rate, the amount of which is calculated according to several criteria (profit, turnover). The repayment will be made during a period of 24 months of deferred repayment by means of fixed monthly installments, then subsequently during 60 monthly installments.
e) A loan of 2,000,000 euros from a third party bearing interest at fixed rate of 4.65% per year repayable on demand.

Page 35

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

22.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022

Financial assets

Financial assets measured at fair value through profit or loss
11,358,772
7,546,485
19,824,781
19,532,493


Financial liabilities

Other financial liabilities measured at fair value through profit or loss
40,278,949
33,545,626
5,393,826
5,383,763


Financial assets measured at fair value through profit or loss comprise Trade debtors, group balance, other debtors and loans receivables.


Other financial liabilities measured at fair value through profit and loss comprise bank overdrafts and loans, other loans, trade creditors, group balances, and other creditors.


23.


Deferred taxation


Group



2023
2022









At beginning of year
(452,806)
(153,777)


Charged to profit or loss
(124,716)
(299,029)



At end of the period
(577,522)
(452,806)







The provision for deferred taxation is made up as follows:

Group
Group
2023
2022

Accelerated capital allowances
577,522
452,806

Page 36

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

24.


Provisions


Group



Other provision






At 1 January 2023
288,687



At 31 December 2023
288,687

The provision concerns an amount considered at risk of non-recovery due to ongoing litigation.


25.


Share capital

2023
2022
Allotted, called up and fully paid



15,800,000 (2022 - 15,800,000) A Ordinary shares of 1.00 each
15,800,000
15,800,000
36,866,666 (2022 - 36,866,666) B Ordinary shares of 1.00 each
36,866,666
36,866,666
63,750 (2022 - 63,750) C1 Ordinary shares of 1.00 each
63,750
63,750
63,750 (2022 - 63,750) C2 Ordinary shares of 1.00 each
63,750
63,750
63,750 (2022 - 63,750) C3 Ordinary shares of 1.00 each
63,750
63,750
63,750 (2022 - 63,750) C4 Ordinary shares of 1.00 each
63,750
63,750

52,921,666

52,921,666



26.


Reserves

Foreign exchange reserve

The foreign exchange reserve relates solely in respect of the Group and comprises of movements on foreign exchange arising from the translation of the financial statements of the Group's subsidiaries into Euros (€).

Profit and loss account

The profit and loss account includes all current period retained profits and (losses) net of amounts distributed to the Company's equity shareholders and inclusive of, where applicable movements on non-controlling interests.
Detailed movements for the Company and its consolidated Group in respect of the aforementioned reserves for the current financial reporting period are reported in the Company and consolidated statements of changes in equity respectively.

Page 37

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

27.


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 €911,739 (2022: :€992,669). Contributions totalling €12,647 (2022: €9,167) were payable to the fund at the reporting date and are included in creditors.


28.


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
2023
2022

Not later than 1 year
2,090,219
2,476,387

Later than 1 year and not later than 5 years
7,621,698
7,813,819

Later than 5 years
2,477,591
4,690,537

12,189,508
14,980,743

29.Other financial commitments

At the reporting date, the Group is financially committed to purchasing stock items totalling €1,740,443 (2022: €611,048) from various artists and letters of credit to the value of €nil (2022: €322,715) have been issued by its bank.


30.


Related party transactions

The Company has taken advantage of the exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between the Company and its Group undertakings as said transactions and balances have been eliminated in full on consolidation.
Other related parties:
At the reporting date, the Group  owed a total of € 237,791 ( 2022: €245,072) to its directors and was owed a net aggregate total of €418,753 (2022: €690,035) by companies which are jointly controlled by the directors.

Page 38