Period from 1 December 2023 to
Registration number:
Churngold Holdings Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Churngold Holdings Limited
Company Information
Directors |
M G Best A R Brown S R J Dyke R D Martin R N V Mead J P Rivers T S Ross R J Roughley G A Trujillo |
Registered office |
|
Auditors |
|
Churngold Holdings Limited
Strategic Report
period from 1 December 2023 to 31 May 2024
The directors present their strategic report for the period from 1 December 2023 to 31 May 2024.
Principal activity
The principal activity of the company is that of a holding company. The principal activity of the group is ground works, enabling works and civil engineering services.
Fair review of the business
The business has performed well in the period and in line with the board’s expectations and the Directors will continue to ensure that a strong cash backed balance sheet is maintained going forward.
The company was incorporated on 1 December 2023 as part of a management buy-out of the Churngold group of companies. Further details is provided in note 23.
The group's key financial and other performance indicators during the period were as follows:
Financial KPIs |
Unit |
2024 |
Revenue |
£'000 |
1,768 |
Gross profit margin |
% |
10 |
Operating profit |
£'000 |
94 |
Profit after tax |
£'000 |
72 |
Cash |
£'000 |
11,316 |
Net assets |
£'000 |
526 |
The average number of employees during the period was 148.
The Directors note that the KPI’s are acceptable and show a good performance for the period, given the continuing challenging market conditions. Contracts for the period have been carefully selected, allowing profitability to remain strong. Gross profit margin has achieved the target of 10% due to the mix of contracts undertaken during the period. Cash and net assets are in line with the Directors’ targets.
Future Developments
The construction industry continues to be challenging, however the level of work in hand and the number of contracts coming up for tender leaves the business well placed for the next financial year.
Principal risks and uncertainties
The Directors recognise that the outlook for the group is based upon a number of key assumptions, some of which are outside the group’s control. The main risks are liquidity, credit and interest rate risks. The Directors review and agree policies for managing each of these risks and they are summarised within the Directors Report.
Approved and authorised by the
......................................... |
Churngold Holdings Limited
Directors' Report
Period from 1 December 2023 to 31 May 2024
The directors present their report and the for the period from 1 December 2023 to 31 May 2024.
Incorporation
The company was incorporated on
Directors of the group
The directors who held office during the period were as follows:
Financial instruments
Price risk, credit risk, liquidity risk and cash flow risk
LIQUIDITY
The group uses hire purchase facilities provided by major high street lenders and overdraft facilities provided by Bank of Scotland. At the year end the group had access to undrawn borrowing facilities of £500,000 (2023: £500,000). The maturity profile of banking facilities is regularly reviewed and such facilities are extended or replaced well in advance of their expiry.
CREDIT RISK
The group’s principal financial assets are cash, trade debtors and amounts recoverable on contracts. The group limits deposits to short term deposits with its bankers. The principal credit risk arises therefore from its debtors or amounts recoverable on contracts. In order to manage this risk all jobs and customers are credit checked at contract stage and credit insurance arranged on the majority of debts.
INTEREST RATE RISK
The group reduces exposure to interest rates through a mixture of hire purchase arrangements and variable rates for overdraft facilities.
CONTRACT RISK
The group uses contracts for their services and to reduce the risk of miss-pricing, the group normally operates fixed price contracts, but includes variations for factors such as price rises in materials and labour. To reduce the risk of failure to manage individual contracts the group splits out the contracts between senior staff members.
Churngold Holdings Limited
Directors' Report
Period from 1 December 2023 to 31 May 2024
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors PKF Francis Clark are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved and authorised by the
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Churngold Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company 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 and apply them consistently; |
• |
make judgements 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; and |
• |
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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Churngold Holdings Limited
Independent Auditor's Report to the Members of Churngold Holdings Limited
Opinion
We have audited the financial statements of Churngold Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 1 December 2023 to 31 May 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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 group's and the parent company's affairs as at 31 May 2024 and of the group's 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. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
Churngold Holdings Limited
Independent Auditor's Report to the Members of Churngold Holdings Limited
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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.
Churngold Holdings Limited
Independent Auditor's Report to the Members of Churngold Holdings Limited
Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 obtained an understanding of the legal and regulatory framework applicable to the holding company and group and the industry in which the group operates. We identified the principal risks of non-compliance with laws and regulations as relating to breaches around health and safety and waste management regulations. We also considered other laws and regulations that have a direct impact on the preparation of the financial statements, such as The Companies Act 2006 and relevant tax legislation. We considered the extent to which any non-compliance with these laws and regulations may have on the group’s ability to continue trading and the risk of a material misstatement in the financial statements. We also evaluated the risk of misstatement of profit, including management bias for long term contracts and accounting estimates.
Based on this understanding we designed our audit procedures to identify irregularities. Our procedures involved the following:
• We made enquiries of senior management as to their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the financial statements. As part of these enquiries we also discussed with management whether there have been any known instances of fraud.
• We identified the individuals with responsibility for ensuring the group complies with laws and regulations and discussed with them the procedures and policies in place.
• We obtained the current Waste Carrier's license under the Waste (England and Wales) Regulations 2011.
• We obtained the latest Health and Safety accreditations.
• We reviewed minutes of meetings of senior management and those charged with governance.
• We challenged the assumptions and judgements made by management in its significant accounting estimates, in particular around contract work in progress, provisions and accruals.
• We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions 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. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. 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, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Churngold Holdings Limited
Independent Auditor's Report to the Members of Churngold Holdings Limited
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
90 Victoria Street
BS1 9DP
Churngold Holdings Limited
Consolidated Profit and Loss Account
Period from 1 December 2023 to 31 May 2024
Note |
2024 |
|
Turnover |
|
|
Cost of sales |
( |
|
Gross profit |
|
|
Administrative expenses |
( |
|
Other operating income |
|
|
Operating profit |
|
|
Other interest receivable and similar income |
|
|
Interest payable and similar expenses |
( |
|
(10) |
||
Profit before tax |
|
|
Tax on profit |
( |
|
Profit for the financial period |
|
|
Profit/(loss) attributable to: |
||
Owners of the company |
|
The above results were derived from continuing operations.
Churngold Holdings Limited
Consolidated Balance Sheet
31 May 2024
Note |
2024 |
|
Fixed assets |
||
Intangible assets |
|
|
Tangible assets |
|
|
|
||
Current assets |
||
Debtors |
|
|
Cash at bank and in hand |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
|
Net current liabilities |
( |
|
Total assets less current liabilities |
|
|
Creditors: Amounts falling due after more than one year |
( |
|
Provisions for liabilities |
( |
|
Net assets |
|
|
Capital and reserves |
||
Called up share capital |
5 |
|
Share premium reserve |
449 |
|
Other reserves |
(75) |
|
Profit and loss account |
62 |
|
Equity attributable to owners of the company |
441 |
|
Shareholders' funds |
441 |
Approved and authorised by the
......................................... |
Company Registration Number: 15321919
Churngold Holdings Limited
Balance Sheet
31 May 2024
Note |
2024 |
|
Fixed assets |
||
Investments |
|
|
Current assets |
||
Debtors |
|
|
Creditors: Amounts falling due within one year |
( |
|
Net current liabilities |
( |
|
Total assets less current liabilities |
|
|
Creditors: Amounts falling due after more than one year |
( |
|
Net assets |
|
|
Capital and reserves |
||
Called up share capital |
5 |
|
Share premium reserve |
449 |
|
Other reserves |
(75) |
|
Profit and loss account |
(11) |
|
Shareholders' funds |
368 |
The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial period of £11,000.
Approved and authorised by the
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Company Registration Number: 15321919
Churngold Holdings Limited
Consolidated Statement of Changes in Equity
Period from 1 December 2023 to 31 May 2024
Share capital |
Share premium |
Other reserves |
Profit and loss account |
Total |
|
Profit for the period |
- |
- |
- |
|
|
Other comprehensive income |
- |
- |
( |
- |
( |
Total comprehensive income |
- |
- |
( |
|
( |
New share capital subscribed |
|
|
- |
- |
|
At 31 May 2024 |
|
|
( |
|
|
Churngold Holdings Limited
Statement of Changes in Equity
Period from 1 December 2023 to 31 May 2024
Share capital |
Share premium |
Other reserves |
Profit and loss account |
Total |
|
Loss for the period |
- |
- |
- |
( |
( |
Other comprehensive income |
- |
- |
( |
- |
( |
Total comprehensive income |
- |
- |
( |
( |
( |
New share capital subscribed |
|
|
- |
- |
|
At 31 May 2024 |
|
|
( |
( |
|
Churngold Holdings Limited
Consolidated Statement of Cash Flows
Period from 1 December 2023 to 31 May 2024
Note |
2024 |
|
Cash flows from operating activities |
||
Profit for the period |
|
|
Adjustments to cash flows from non-cash items |
||
Depreciation and amortisation |
|
|
Finance income |
( |
|
Finance costs |
|
|
Income tax expense |
|
|
|
||
Working capital adjustments |
||
Decrease in debtors |
|
|
Decrease in creditors |
( |
|
Net cash flow from operating activities |
|
|
Cash flows from investing activities |
||
Interest received |
|
|
Cash paid to acquire subsidiaries |
(3,086) |
|
Cash acquired with subsidiaries |
11,596 |
|
Net cash flows from investing activities |
|
|
Cash flows from financing activities |
||
Interest paid |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
Payments to finance lease creditors |
( |
|
Net cash flows from financing activities |
|
|
Net increase in cash and cash equivalents |
|
|
Cash and cash equivalents at 1 December |
- |
|
Cash and cash equivalents at 31 May |
11,316 |
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. There are no material departures from FRS 102.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling which is also the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £000, except where otherwise indicated.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 May 2024.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the period are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Going concern
The Group has preared detailed forecasts, based upon on going contracts, known contract wins and possible contract wins.
These forecasts have been sensitised to take into consideration current economic pressures, including increase energy and material costs.
The forecasts consider the current level of available bank facilites. The forecasts show sufficient headroom within these facilites, even when sensitised.
The Directors, having reviewed the Group's facilities and likely trading forecasts, have concluded that there is no material uncertainty in relation to this matter. The Group and Company are able to meet their liabilities as they fall due for a period of not less than 12 months following the date of approval of these financial statements, and therefore these financial statements continue to be prepared on a going concern basis.
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Key accounting judgements and sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of furture events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Long term contracts
The directors are required to make certain estimates and judgements as to how the company's long term contracts will complete, and the value of recoverable work to be agreed with customers, the estimate of income recognition timing and the costs to be incurred to generate revenues. This involves an inherent degree of uncertainty which the directors mitigate via the use of staff experienced in the management of such contracts.
Revenue recognition
Turnover is recognised at the fair value of the consideration received or receivable for the delivery of contracts to external customers in the ordinary nature of the business. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Turnover is shown net of Value Added Tax.
The recognition of turnover from construction contracts is set out below.
Contract revenue recognition
When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, turnover and costs are recognised over the period of the contract.
When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.
When the outcome of a contract cannot be estimated reliably, contract turnover is recognised only to the extent of contract costs that are recoverable and the contract costs are expensed as incurred.
The group used the value of certified work derived by its surveyors to determine the appropriate amount of income and costs to recognise in a given period. The value of the work is adjusted where there is deemed to be uncertainty over whether the full level will be recovered from its customers.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Plant & machinery |
over 2 to 7 years (straight line) |
Motor vehicles |
over 2 to 7 years (straight line) |
Leasehold improvements |
over 40 years or period of lease if shorter than 40 years |
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
10 years straight line |
Investments
Investments in subsidiaries are held at cost less impairment
Leases
Finance Leases
An asset and corresponding liability are recognised for leasing agreements that transfer to the Group substantially all of the risks and rewards incidental to ownership ("finance leases"). The amount capitalised is the fair value of the leased asset or, if lower, the present value of the minimum lease payments payable during the lease term, both determined at inception of the lease. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
The Group as Lessee
All other leases are operating leases and the annual rental are charged to profit or loss on a straight line basis over the lease term.
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Other loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for long term loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Long term loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
Turnover |
The analysis of the group's Turnover for the period from continuing operations is as follows:
2024 |
|
Construction contracts |
|
The analysis of the group's Turnover for the period by market is as follows:
2024 |
|
UK |
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Operating profit |
Arrived at after charging/(crediting)
2024 |
|
Depreciation expense |
|
Operating lease expense - plant and machinery |
|
Operating lease expense - other |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
|
Wages and salaries |
|
Social security costs |
|
Pension costs, defined contribution scheme |
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
2024 |
|
Operatives |
|
Administration and managerial |
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
2024 |
|
Remuneration |
|
Contributions paid to money purchase schemes |
|
33 |
During the period the number of directors who were receiving benefits and share incentives was as follows:
2024 |
|
Accruing benefits under money purchase pension scheme |
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Auditor's remuneration |
2024 |
|
Audit of these financial statements |
8 |
Other fees to auditors |
|
Taxation compliance services |
|
All other assurance services |
|
|
Other interest receivable and similar income |
2024 |
|
Other finance income |
|
Interest payable and similar expenses |
2024 |
|
Interest on bank overdrafts and borrowings |
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
1 December 2023 to 31 May 2024 |
|
Deferred taxation |
|
Arising from origination and reversal of timing differences |
|
Arising from changes in tax rates and laws |
( |
Total deferred taxation |
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK of
The differences are reconciled below:
2024 |
|
Profit before tax |
|
Corporation tax at standard rate |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
Deferred tax credit from unrecognised temporary difference from a prior period |
( |
Total tax charge |
|
Deferred tax
Group
Deferred tax assets and liabilities
2024 |
Asset |
Liability |
Fixed asset timing differences |
- |
|
Short term timing differences |
|
- |
Losses and other deductions |
|
- |
|
|
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
Additions |
|
|
At 31 May 2024 |
|
|
Amortisation |
||
Carrying amount |
||
At 31 May 2024 |
|
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Tangible assets |
Group
Land and buildings |
Motor vehicles |
Plant and machinery |
Total |
|
Cost or valuation |
||||
Acquired through business combinations |
|
|
|
|
At 31 May 2024 |
|
|
|
|
Depreciation |
||||
Charge for the period |
- |
|
|
|
At 31 May 2024 |
- |
|
|
|
Carrying amount |
||||
At 31 May 2024 |
|
|
|
|
Included within the net book value is £2,558,000 relating to assets held under finance lease agreements. The depreciation charged to the financial statements in respect of these assets is £14,000.
Investments |
Company
2024 |
|
Investments in subsidiaries |
|
Subsidiaries |
£ 000 |
Cost or valuation |
|
Additions |
|
Provision |
|
Carrying amount |
|
At 31 May 2024 |
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
||||
Subsidiary undertakings |
||||
|
Same as parent |
|
|
|
|
Same as parent |
|
|
|
|
Same as parent |
|
|
|
|
Same as parent |
|
|
|
Subsidiary undertakings |
Churngold Construction Group Limited The principal activity of Churngold Construction Group Limited is |
Churngold Construction Holdings Limited The principal activity of Churngold Construction Holdings Limited is |
Churngold EBT Trustee Limited The principal activity of Churngold EBT Trustee Limited is |
Churngold Construction Limited The principal activity of Churngold Construction Limited is |
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Debtors |
Group |
Company |
|
2024 |
2024 |
|
Trade debtors |
|
- |
Other debtors |
|
|
Prepayments |
|
- |
Amounts recoverable on contracts |
|
- |
|
|
Cash and cash equivalents |
Group |
Company |
|
2024 |
2024 |
|
Cash at bank |
|
- |
Creditors |
Group |
Company |
||
Note |
2024 |
2024 |
|
Due within one year |
|||
Loans and borrowings |
|
|
|
Trade creditors |
|
- |
|
Amounts due to group undertakings |
- |
|
|
Social security and other taxes |
|
- |
|
Outstanding defined contribution pension costs |
|
- |
|
Other creditors |
|
- |
|
Accrued expenses |
|
- |
|
|
|
||
Due after one year |
|||
Loans and borrowings |
|
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Loans and borrowings |
Group |
Company |
|
2024 |
2024 |
|
Non-current loans and borrowings |
||
Hire purchase contracts |
|
- |
Other borrowings |
|
|
|
|
Group |
Company |
|
2024 |
2024 |
|
Current loans and borrowings |
||
Hire purchase contracts |
|
- |
Other borrowings |
|
|
|
|
Group and Company
Other borrowings
Loan notes are denominated in sterling with a nominal interest rate of 2% above base rate, and the final instalment is due on 1 June 2028. The carrying amount at year end is £6,011,000.
Obligations under leases and hire purchase contracts |
Group
Finance leases
Group obligations under hire purchase agreements are secured by the related assets and bear finance charges at rates ranging from 2.5% to 6.0% per anum.
The total of future minimum lease payments is as follows:
2024 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Operating leases
The total of future minimum lease payments is as follows:
2024 |
|
Not later than one year |
|
Later than one year and not later than five years |
|
|
Provisions for liabilities |
Group
Deferred tax |
Total |
|
Additional provisions |
|
|
Increase through business combinations |
|
|
At 31 May 2024 |
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted and called up shares
31 May 2024 |
||
No. 000 |
£ 000 |
|
Ordinary of £0.01 each |
500 |
5.00 |
On 1 December 2023, on incorporation, 1 Ordinary share of £1 was issued. The amount is unpaid.
On 22 May 2024, the Ordinary share was sub-divided into 1,000 Ordinary shares of £0.01 each.
On 22 May 2024, 499,900 Ordinary shares of £0.01 were issued.
The premium on issues has been credited to the share premium account.
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Commitments |
Group - Capital commitments
Business combinations |
On
Churngold Construction Group Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
Book value |
Revaluation adjustments |
Fair value |
|
Assets and liabilities acquired |
|||
Financial assets |
25,477 |
- |
|
Tangible assets |
2,976 |
- |
|
Financial liabilities |
(25,620) |
- |
( |
Total identifiable assets |
2,833 |
- |
|
Goodwill |
6,478 |
- |
|
Total consideration |
9,311 |
- |
9,311 |
Satisfied by: |
|||
Cash |
3,086 |
- |
3,086 |
Equity instruments |
225 |
- |
|
Debt instruments |
6,000 |
- |
6,000 |
Total consideration transferred |
9,311 |
- |
|
Cash flow analysis: |
|||
Cash consideration |
(3,086) |
- |
( |
Less: cash and cash equivalent balances acquired |
11,596 |
- |
|
Net cash inflow arising on acquisition |
8,510 |
- |
|
|
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
The useful life of goodwill is
Analysis of changes in net debt |
Group
Financing cash flows |
Acquisition of subsidiaries |
Other non-cash changes |
At 31 May 2024 |
|
Cash and cash equivalents |
||||
Cash |
(280) |
11,596 |
- |
11,316 |
Borrowings |
||||
Other borrowings |
- |
- |
(6,011) |
(6,011) |
Lease liabilities |
24 |
(1,806) |
- |
(1,782) |
24 |
(1,806) |
(6,011) |
(7,793) |
|
|
||||
( |
|
( |
|
Related party transactions |
Group
The group has taken advantage of the exemption in FRS 102 from disclosing transactions with wholly owned subsidaires.
During the period the group undertook the following transactions and had amounts owing to or by entities that are considered related parties by virtue of common ownership.
Purchases |
Sales |
Owed to |
Owed by |
Provision against amounts owed by |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
2024 |
|||||
Total value of transactions and balances |
76 |
8 |
8 |
1,493 |
800 |
Churngold Holdings Limited
Notes to the Financial Statements
Period from 1 December 2023 to 31 May 2024
Contingent liabilities |
Group
Contingent liabilities in respect of performance guarantees entered into in the normal course of business amounted to £nil as at 31 May 2024.
There is a cross guarantee between Churngold Construction Group Limited and a related company, Churngold Remediation Holdings Limited relating to the bank overdraft facility. As at 31 May 2024, the bank borrowings in Churngold Remediation Holdings Limited group amounted to £nil.