REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2024 |
for |
Caraffi Ltd |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2024 |
for |
Caraffi Ltd |
Caraffi Ltd (Registered number: 11798006) |
Contents of the Financial Statements |
for the Year Ended 31 December 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Statement of Directors' Responsibilities | 5 |
Report of the Independent Auditors | 6 |
Statement of Comprehensive Income | 9 |
Statement of Financial Position | 10 |
Statement of Changes in Equity | 11 |
Statement of Cash Flows | 12 |
Notes to the Statement of Cash Flows | 13 |
Notes to the Financial Statements | 14 |
Caraffi Ltd |
Company Information |
for the Year Ended 31 December 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Certified Accountants |
and Statutory Auditors |
9 St Clare Street |
London |
EC3N 1LQ |
Caraffi Ltd (Registered number: 11798006) |
Strategic Report |
for the Year Ended 31 December 2024 |
The directors present their strategic report for the year ended 31 December 2024. |
The directors submit their strategic report of Caraffi Ltd (Company Registration No. 11798006) for the year ended 31 December 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the company during the year was that of talent acquisition. |
REVIEW OF THE BUSINESS |
Caraffi Limited is largely remotely based with an office in Central London and many of our employees based on our clients sites. |
Caraffi predominantly operates within the retail, utilities and logistics sectors. The target client base is mainly blue chip organisations and we look to transform talent acquisition functions across both volume and experienced hires. |
Business performance this year has been strong and we have significantly increased net profits from the previous year (95% YoY growth). Sales have grown significantly and the future pipeline is strong. Whilst we have added customers to our portfolio this year, we have seen significant growth in our existing clients as well, specifically in the consulting space. Caraffi has invested in our MSP service offering this year and have seen two new multiyear deals and a contract extension a result of this investment. The business was successful in winning a total of five (5) multiyear outsourcing contracts this year which should result in further growth in 2025. |
FUTURE DEVELOPMENTS |
Caraffi will continue to invest in the growth of its MSP capability over the next year to maximise the return on investment already made, we expect to see significant growth (30%) in this area in 2025. We will also continue to invest in our consultancy services so that we can continue to provide a unique selling point for all out existing clients and any future opportunities. |
KEY PERFORMANCE INDICATORS |
The company considers its Key Performance Indicators to be turnover, gross profit and net profit. |
2024 | 2023 | Movement |
£ | £ | % |
Sales | 26,031,512 | 20,808,297 | 25% |
Gross profit | 7,670,541 | 7,314,567 | 5% |
Gross profit margin | 29.5% | 35.2% | -16% |
Net profit | 868,085 | 444,861 | 95% |
As at 31 December 2024, the Company had net current assets of £1,619,517 (2023: £843,365) and net assets of £1,634,080 (2023: £870,486). |
Caraffi Ltd (Registered number: 11798006) |
Strategic Report |
for the Year Ended 31 December 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company's principal financial instruments comprise bank balances, trade debtors, the commercial financing of its invoices and associated bank loan and trade creditors. The main purpose of these instruments is to provide funds for the company's operations. Their existence exposes the company to a number of financial risks, which have been considered and are managed as follows: |
Credit risk: |
The company has a significant and diverse customer base. This, combined with undertaking stringent credit checks and the implementation of further safeguards, where necessary, minimises credit risk. |
Operational risk: |
Operational risk is the risk of a direct or indirect loss resulting from the inadequacies or failures of processes or controls due to technology, staff, organisation or external factors. To monitor and control operational risk, the company maintains a system of comprehensive policies and a control framework which is designed to provide a sound and well-controlled operational environment. |
Liquidity risk: |
Liquidity risk is the risk that the company will have insufficient resources to meet its financial liabilities as they fall due. The company's strategy to managing liquidity risk is to control its cash flow by utilising commercial financing of its invoices, secured by its book debts. The directors monitor this on a daily basis to maintain the company's cash flow. |
Price risk: |
Price risk is the risk that financial performance of the company will be adversely affected by pricing changes or price pressure from competitors. The company has managed this risk by securing long term contracts with its key suppliers that sets out defined parameters and pricing. |
Interest rate risk: |
Interest rate risk is the risk that the financial performance of the company will be adversely affected by adverse fluctuations on interest rates being charged to the company on its financial instruments. The interest rate risk is managed by offsetting cash funds against borrowings to keep borrowings low. The directors monitor and assess its borrowings and the interest rate charged on an on going basis. |
Currency risk: |
Currency risk is the risk that the financial performance of the company will be adversely affected by fluctuations in foreign currencies used by the company. The company has minimal exposure to foreign currency risk. |
The directors review the principal risks and uncertainties facing the company on a regular basis and ensure systems and policies are continuously updated to reflect any changes, they work in an efficient manner to minimise those risks and help achieve the company's objectives. |
GOING CONCERN |
The company's business activities, together with the factors likely to affect its future development, performance and position are set out above. |
The company's net current assets as at 31 December 2024 of £1,619,517 and the company's cash position, forecasts and projections for a period of 12 months from the accounts signing date are more than sufficient to provide adequate resources to continue in operational existence for the foreseeable future. The directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis. |
ON BEHALF OF THE BOARD: |
Caraffi Ltd (Registered number: 11798006) |
Report of the Directors |
for the Year Ended 31 December 2024 |
The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 December 2024 was £104,491 (2023: £512,619) (Note 10). |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
MATTERS INCLUDED IN THE STRATEGIC REPORT |
The company has chosen to disclose information relating to future developments, financial risk assessment, principal activities and fair review of the business in the Strategic Report in accordance with Section 414C (11) of the Companies Act 2006. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Shinewing Wilson Accountancy Limited, have indicated their willingness to continue in office. |
ON BEHALF OF THE BOARD: |
Caraffi Ltd (Registered number: 11798006) |
Statement of Directors' Responsibilities |
for the Year Ended 31 December 2024 |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Report of the Independent Auditors to the Members of |
Caraffi Ltd |
Opinion |
We have audited the financial statements of Caraffi Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 company's affairs as at 31 December 2024 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors 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. |
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 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. |
Opinions 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Caraffi Ltd |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Caraffi Ltd |
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 a Report of the Auditors 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. |
Discussions were held with, and enquiries made of, management and those charged with governance with a view to |
identifying those laws and regulations that could be expected to have a material impact on the financial statements. |
During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
The following laws and regulations were identified as being of significance to the entity: |
- Those laws and regulations considered to have a direct effect on the financial statements include UK financial |
reporting standards, Company Law, Tax and Pensions legislation and distributable profits legislation. |
- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include agency worker regulations, Intermediaries legislation, health and safety legislation, employment law, General Data Protection Regulation (GDPR) and off-payroll working rules (IR35). |
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and |
non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. |
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including |
fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the |
nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently |
more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that |
material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
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 Report of the Auditors. |
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 a Report of the Auditors 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. |
for and on behalf of |
Chartered Certified Accountants |
and Statutory Auditors |
9 St Clare Street |
London |
EC3N 1LQ |
Caraffi Ltd (Registered number: 11798006) |
Statement of Comprehensive |
Income |
for the Year Ended 31 December 2024 |
31/12/24 | 31/12/23 |
Notes | £ | £ |
TURNOVER | 5 |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Administrative expenses | ( |
) | ( |
) |
OPERATING PROFIT | 7 |
Interest receivable and similar income |
1,189,737 | 616,495 |
Interest payable and similar expenses | 8 | ( |
) | ( |
) |
PROFIT BEFORE TAXATION |
Tax on profit | 9 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
Caraffi Ltd (Registered number: 11798006) |
Statement of Financial Position |
31 December 2024 |
31/12/24 | 31/12/23 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 11 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 14 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 15 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Caraffi Ltd (Registered number: 11798006) |
Statement of Changes in Equity |
for the Year Ended 31 December 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2024 |
Caraffi Ltd (Registered number: 11798006) |
Statement of Cash Flows |
for the Year Ended 31 December 2024 |
31/12/24 | 31/12/23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
Interest paid | ( |
) | ( |
) |
Tax paid | ( |
) | ( |
) |
Net cash from operating activities |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Interest received |
Net cash from investing activities | ( |
) | ( |
) |
Cash flows from financing activities |
Equity dividends paid | ( |
) | ( |
) |
Net cash from financing activities | ( |
) | ( |
) |
Increase/(decrease) in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
368,565 |
Cash and cash equivalents at end of year | 2 | 1,668,182 | 215,226 |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Statement of Cash Flows |
for the Year Ended 31 December 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31/12/24 | 31/12/23 |
£ | £ |
Profit before taxation |
Depreciation charges |
Finance costs | 23,712 | 14,863 |
Finance income | - | (5,306 | ) |
1,212,143 | 630,273 |
Increase in trade and other debtors | ( |
) | ( |
) |
Increase in trade and other creditors |
Cash generated from operations |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 December 2024 |
31/12/24 | 1/1/24 |
£ | £ |
Cash and cash equivalents | 1,668,182 | 215,226 |
Year ended 31 December 2023 |
31/12/23 | 1/1/23 |
£ | £ |
Cash and cash equivalents | 215,226 | 368,565 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/1/24 | Cash flow | At 31/12/24 |
£ | £ | £ |
Net cash |
Cash at bank | 215,226 | 1,452,956 | 1,668,182 |
215,226 | 1,668,182 |
Total | 215,226 | 1,452,956 | 1,668,182 |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements |
for the Year Ended 31 December 2024 |
1. | STATUTORY INFORMATION |
Caraffi Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | STATEMENT OF COMPLIANCE |
The financial statements of Caraffi Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Stand 102, 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006. |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The company has adopted FRS 102 in these financial statements.The financial statements have been prepared on a going concern basis, under the historical cost convention. |
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statement are disclosed in note 4. |
Going concern |
After reviewing the company's cash position, forecasts and projections for a period of 12 months from the accounts signing date, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements. |
Turnover |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. |
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, value added tax and other sales taxes. |
-Revenue arising from temporary placements, including turnover arising from Managed Service Programme (MSP) services, is recognised starting at the point in time that temporary workers are provided and continues through the duration of the placement. In all contract arrangements the Company acts as principal, turnover represents the amounts billable for the services of the temporary workers. |
-Revenue arising from the fixed term service, including turnover arising from Build Operate Transfer (BOT) services, is recognised revenue on a straight-line basis over the contractual service period, including additional projects resources. |
-Revenue arising from the placement of permanent candidates, is recognised at the point in time the candidate commences full-time employment. |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method. |
Computer equipment - 33% on cost |
Impairment of fixed assets |
Fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards. |
Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of net realisable value and value-in-use, are recognised as impairments. Impairment losses are recognised in the profit and loss account. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
3. | ACCOUNTING POLICIES - continued |
For defined contribution schemes the amount charged to the profit and loss account in respect of pension costs and other post retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet. |
Employee benefits |
The costs of short-term employee benefits are recognised as a liability and an expense in the period in which these are incurred. |
The holiday year for the company ends at the reporting date and employees are not entitled to carry forward unused holiday. |
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
Dividends |
Dividends and other distributions to company’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the company’s shareholders. These amounts are recognised in the statement of changes in equity. |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments. |
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument, and are offset only when the company currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. |
Financial assets |
Debtors |
Debtors which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price. Debtors are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. |
Where an arrangement with a debtor constitutes a financing transaction, the debtor is initially and subsequently measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. |
A provision for impairment of debtors is established when there is evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss. |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
3. | ACCOUNTING POLICIES - continued |
Financial liabilities |
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. |
Creditors |
Creditors which are payable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled. |
Derecognition of financial assets and liabilities |
A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires. |
Share Capital |
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. |
The company's ordinary shares are classified as equity instruments. |
Cash and cash equivalents |
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. |
4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of the accounting policies and reported amounts of assets and liabilities, revenue and expenses. Actual results may differ from these estimates. |
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recongised in the year in which the estimates are revised and in any future year affected. |
The directors consider no critical judgements or key sources of estimation uncertainty applied in the preparation of these financial statements. |
5. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
31/12/24 | 31/12/23 |
£ | £ |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
5. | TURNOVER - continued |
An analysis of turnover by geographical market is given below: |
31/12/24 | 31/12/23 |
£ | £ |
United Kingdom |
Europe |
United States of America |
6. | EMPLOYEES AND DIRECTORS |
31/12/24 | 31/12/23 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31/12/24 | 31/12/23 |
Employees |
The best estimate of the expenditure required to settle an obligation for termination benefits is recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination payments. Termination payments of £38,778 were made in the year (2023: £31,417). |
31/12/24 | 31/12/23 |
£ | £ |
Directors' remuneration |
7. | OPERATING PROFIT |
The operating profit is stated after charging: |
31/12/24 | 31/12/23 |
£ | £ |
Depreciation - owned assets |
Auditors' remuneration |
Foreign exchange differences |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31/12/24 | 31/12/23 |
£ | £ |
Finance interest |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
9. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31/12/24 | 31/12/23 |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax | ( |
) |
Tax on profit |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31/12/24 | 31/12/23 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
Effects of: |
Expenses not deductible for tax purposes |
Other tax adjustments | (3,849 | ) | 6,242 |
Total tax charge | 297,940 | 156,771 |
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2024, UK corporation tax has been charged at 25%. |
OECD Pillar Two model rules |
The company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective in 2024. |
Under the legislation, the company is liable to pay a top-up tax in the UK for the difference between the Globe effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. |
The company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
10. | DIVIDENDS |
31/12/24 | 31/12/23 |
£ | £ |
Ordinary A Shares shares of 0.01 each |
Interim | - | 148,083 |
Ordinary B Shares shares of 0.01 each |
Interim | 104,491 | 301,072 |
Ordinary C Shares shares of 0.01 each |
Interim | - | 63,464 |
The company only proposed to declare and pay an interim dividend, with no final dividend. The dividends paid during the current period are as above. |
11. | TANGIBLE FIXED ASSETS |
Computer |
equipment |
£ |
Cost |
At 1 January 2024 |
Additions |
At 31 December 2024 |
Depreciation |
At 1 January 2024 |
Charge for year |
At 31 December 2024 |
Net book value |
At 31 December 2024 |
At 31 December 2023 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/24 | 31/12/23 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Prepayments and accrued income |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
The carrying amounts of the trade debtors include receivables which are subject to a factoring arrangement. Under this arrangement, the Company has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. |
However, the Company has retained late payment and credit risk. The Company therefore continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the factoring agreement is presented as secured borrowing. The Company considers that the 'held to collect' business model remains appropriate for these receivables, and hence it continues measuring them at amortised cost. |
Included within other debtors at the year end is £3,516 (2023: £4,405) being amounts due back to the company by the discounting facility. |
Outstanding balances incur interest at 1.05% above Bank of England's base rate and are secured on the assets of the Company. |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/24 | 31/12/23 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
VAT | 12,434 | 247,754 |
Other creditors and accruals |
Deferred income |
14. | PROVISIONS FOR LIABILITIES |
31/12/24 | 31/12/23 |
£ | £ |
Deferred tax | 4,827 | 8,676 |
Deferred |
tax |
£ |
Balance at 1 January 2024 |
Provided during year | ( |
) |
Balance at 31 December 2024 |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
15. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/12/24 | 31/12/23 |
value: | £ | £ |
7,000 | Ordinary A shares | 0.01 | 70 | 70 |
3,000 | Ordinary B shares | 0.01 | 30 | 30 |
21 | Ordinary C shares | 0.01 | - | - |
562 | Ordinary D shares | 0.01 | 6 | 6 |
106 | 106 |
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. |
Dividends and other distributions to company’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the company’s shareholders. These amounts are recognised in the statement of changes in equity. |
Share rights |
(i)Voting rights: |
a. The holders of the A Shares shall collectively hold votes equal to the percentage which the A Shares in issue represent as a proportion of the aggregate of A Shares and B Shares in issue, such votes to be held equally between the A Shares in issue pari passu. |
b. The holders of the B Shares and D Shares shall collectively hold votes equal to 100% less the percentage of voting held on the A Shares, such votes to be held equally between the B Shares and D Shares pari passu as if they constituted a single class. |
c. C Shares shall not confer on the holders the right to vote. |
(ii)Appointment of directors: |
a. The holder of a majority of the A Shares for the time being shall be entitled to appoint two people to be a director of the company. |
b. The holder of a majority of the B Shares for the time being shall be entitled to appoint one person to be a director of the company. |
(iii)Dividends: |
Each class of Shares shall rank as separate classes in respect of any dividend declared or paid by the Company, subject to the preferential dividends set out in article 20 of the articles of association of the Company. |
(iv)Rights on a winding up: |
On a distribution arising from a winding up of the company, shall be distributed (a) to the holders of the A Shares, the percentage which the A Shares in issue represent as a proportion of the aggregate of A Shares and B Shares in issue; (b) to the holders of the C Shares, an amount equal to the nominal value of such C Shares; and (c) the balance to the holders of the B Shares and D Shares (pari passu as if they constituted a single class). |
(v)Redemption: |
a. The C shares are to be redeemed in accordance with the provisions of article 13.6 of the articles of association, including after 55 months from the date of allotment. |
b. All other shares are non redeemable. |
Caraffi Ltd (Registered number: 11798006) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
16. | RELATED PARTY DISCLOSURES |
During the year, the Company provided services of £126,116 (2023: £207,488) to Investigo Limited, which owns 66.14% (2023: 66.14%) of the share capital. During the year Investigo Limited paid expenses of £64,137 (2023: £48,441) on behalf of Caraffi Ltd. |
17. | ULTIMATE CONTROLLING PARTY |
Caraffi Ltd is owned 66.14% by Investigo Limited, a company incorporated in England and Wales. |
Career International AP (Hong Kong) Limited, a company incorporated in Hong Kong, is the immediate parent company of Investigo Limited, by virtue of their majority shareholding. The principal place of business and registered office address was Unit 1307, 13/F Mirror Tower 61 Mody Road Tsim Sha Tsui, Kowloon, Hong Kong. |
Beijing Career International Co., Ltd., a company incorporated in China, is the ultimate parent company of Investigo Limited. The principal place of business and registered office was Room 1301,China Life Tower, 16 Chaoyangmenwai Avenue, Chaoyang, Beijing. |
The smallest and largest group for which consolidated financial statements are produced, are headed by Beijing Career International Co., Ltd. The copies of the group financial statements can be obtained in registered office. |
There is no one ultimate controlling party. |