Company registration number 03233037 (England and Wales)
CHANGEREGARD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
CHANGEREGARD LIMITED
COMPANY INFORMATION
Directors
Mr D Cleary
Mr W B Cleary
Mr S Cleary
Company number
03233037
Registered office
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
Auditor
Sumer Audit
53 Kent Road
Southsea
Portsmouth
Hampshire
PO5 3HU
Business address
Highbridge Road
Highbridge
Colden Common
Eastleigh
Hampshire
SO50 6HS
CHANGEREGARD LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
CHANGEREGARD LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -
The directors present the strategic report for the year ended 30 April 2024.
Review of the business
During the financial year the business continued to be a major player in the market space which has seen increased competition in the construction sector generally. The housing market has seen a lot of volatility throughout the year with a strong early trading period followed by a slower period due to poor housing sales. The ongoing global political landscape caused further burdens on the supply chain, leading to a continuation of extraordinary cost increases. Despite the tough market conditions and a reduction of turnover, Gracelands continues to hold a strong market share in the industry and was successful in securing a number of large contracts over the year which will provide a stable workflow for the following period. A key focus of the business has been diversifying our client portfolio to further protect against market fluctuations whilst maintaining a focus on profitability.
Principal risks and uncertainties
As with all industries currently, the biggest risk to the business is the continued material and energy cost fluctuations. As the housing market starts to see a slow down due to market conditions, margins are tightening, and the business will need to manage this accordingly. The group continues to hold a strong enough financial position to be able to withstand any future shocks that may arise.
The group is exposed to other normal trading risks, including fluctuations in the economy, Cost of Living Crisis, bad debt risk, potential supply issues, but management has controls in place designed to mitigate those risks and the company is well-placed to respond positively.
There is severe lack of appropriately skilled personnel in the industry, which provides a risk to the growth of the business. Employee incentive schemes and continual investment in staff training with an environment encouraging staff development and retention is helping to mitigate those risks. The business continues to invest and commit to our apprenticeship program.
Development and performance
Activities fell in the year, producing a turnover smaller than the previous year, profit margins were up despite the cost increases affecting ongoing contracts. The group has been strategic in contracts it is pursuing, with peers reducing margins in a competitive market, the group has not followed this trend. The reduced turnover in the short term is part of the building strategy with a strong future pipeline of contracts at healthier margins going forward.
The business continues to invest in the latest equipment with additions totalling £995,730 (2023: £1,362,233).
Key performance indicators
The group's key performance indicators are turnover, gross profit and profit before tax ("PBT").
In 2024 the group's turnover decreased by 12.78% to £40,771,523 (2023: £46,749,646).
In 2024 the group's gross profit margin increased by 4% to 12.16% (2023: 8.16%)
In 2024 the group had a loss before taxation of £216,607 (2023: loss before tax of £280,179)
Other performance indicators
The business enters into long term contracts with its clients, and financial success is dependent on close control of costs on those contracts. This is a continuing focus for the business going forward. The directors monitor gross profit margins on its contracts as this is the key indicator of the profitability of the group.
CHANGEREGARD LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
Group S172 statement
The success of our business is dependent on the support of all of our stakeholders. Building positive relationships with stakeholders that share our values is important to us and working together towards shared goals assists us in delivering long-term sustainable success.
The group has a single executive board which is responsible for oversight of the contracting business and for making any major strategic or operational decisions.
When the business reviews its long term plans, it ensures that it take into account all stakeholders from staff to supply chain and all our business partners.
Employees – our employees are the heart of the business and management therefore look to engage with them regularly. The management team maintains individual relationships with all employees and provides opportunity for staff to develop and raise any concerns that they may have about their role within the business.
Customers – The relationship between the business and its customers is paramount to our future success and a key focus for all our management and employees with regular communication at a number of levels. The group prides itself on delivering a quality service and this is what is at the core of the culture of the business and ensuring our ongoing customer relationships.
Suppliers – Our supply chain is vital in ensuring we deliver our product and the group has a long-standing reputation in the marketplace as a business to work for, built up through years of trust, regular communication and delivery on our promises. In particular, we pride ourselves on ensuring we maintain excellent payment terms to our suppliers as we see this as the most important lever in engendering really positive relationships and loyalty.
Environment – We are conscious of the impact construction has on the environment and this is an area of continuing focus for the group.
Mr D Cleary
Director
28 April 2025
CHANGEREGARD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -
The directors present their annual report and financial statements for the year ended 30 April 2024.
Principal activities
The principal activity of the company and group continued to be that of groundworks and civil engineering contractors.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr D Cleary
Mr W B Cleary
Mr S Cleary
Results and dividends
The results for the year are set out on page 9.
No dividends were paid by the parent company. The directors do not recommend payment of a final dividend.
Financial instruments
Key financial instruments
The group’s principal financial instruments include bank balances, trade debtors, trade creditors and liabilities relating to preference shares.
Liquidity risk
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
Credit risk
Investments of cash surpluses and borrowings are made through financial instruments which must fulfil credit rating criteria approved by the board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Pricing risk
The directors consider that the group faces the usual pricing risk of any other group operating in a competitive, commercial environment. The business minimises these risks with the strong working relationships we have built with customers.
Future developments
The challenges facing the business regards cost control have continued into the April 2024 trading year, however through collaborative dialogue with our clients and supply chain the business has been able to manage these cost increases. The general industry in the south coast is seeing strong levels of production albeit lower than the previous year and the business has continued to secure contracts at fair market value, with a strong order book going forward. The group has expanded its client base in order to manage production fluctuations better.
Auditor
The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
CHANGEREGARD LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -
Energy and carbon report
The group's energy and carbon usage for the year is as follows:
The electricity supplier (EON) used for the group head office is supplied under a green tariff which is 100% renewable energy.
In accordance with regulations emissions stated are for all companies within the group and relate only to activities carried out within the UK. Conversion factors used to calculate carbon emissions have been referenced from the UK government greenhouse gas conversion factors for company reporting.
Intensity Measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m of turnover, the ratio has been chosen as turnover levels are an accurate representation of activity and will allow for an accurate comparison of intensity ratios year on year.
The intensity ratio for the financial year is 79.02 tonnes of CO2 per £m of turnover (2023: 73.58 tonnes).
The intensity ratio for the current year was impacted by a decrease in the proportion of work done using machinery. The work carried out in the year was less machine intensive and more labour intensive.
Measures taken to improve energy efficiency
During the year the group took the following measures to increase energy efficiency:
The group new head office was more energy efficient. The increased energy efficiency has arisen due to the office using low energy LED lighting and benefitting from a heat recovery system.
The group used a green energy tariff where the new head office was supplied by 100% renewable energy.
CHANGEREGARD LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -
Statement of directors' responsibilities
The directors are responsible 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 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 then 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
Mr D Cleary
Director
28 April 2025
CHANGEREGARD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CHANGEREGARD LIMITED
- 6 -
Opinion
We have audited the financial statements of Changeregard Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 30 April 2024 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.
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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
CHANGEREGARD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHANGEREGARD LIMITED
- 7 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept 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 directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
Obtaining an understanding of the legal and regulatory framework that the company and group operate in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;
Obtaining an understanding of the company’s and group's policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud;
Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and group and our sector-specific experience.
As a result of these procedures, we considered the opportunities and incentives that may exist within the company and group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law, long-term contract valuations and compliance with the UK Companies Act.
CHANGEREGARD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHANGEREGARD LIMITED
- 8 -
In addition to the above, our procedures to respond to risks identified included the following:
Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing minutes of contract meetings and ensuring controls are adhered to;
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to amounts recoverable on long-term contracts, retentions, contract valuations; and the depreciation rates and methods of property, plant and equipment.
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.
Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transaction's reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Peter Reading FCCA (Senior Statutory Auditor)
For and on behalf of Sumer Audit
29 April 2025
Chartered Accountants
Statutory Auditor
53 Kent Road, Southsea, Portsmouth, Hampshire PO5 3HU
Sumer Audit is the trading name of Sumer Auditco Limited
CHANGEREGARD LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
2024
2023
as restated
Notes
£
£
Turnover
3
40,771,523
46,749,646
Cost of sales
(35,814,157)
(42,933,943)
Gross profit
4,957,366
3,815,703
Administrative expenses
(4,557,865)
(4,023,206)
Other operating income
88,806
187,383
Operating profit/(loss)
4
488,307
(20,120)
Interest receivable and similar income
8
169,674
62,989
Interest payable and similar expenses
9
(680,536)
(323,048)
Amounts written off investments
10
(194,052)
-
Loss before taxation
(216,607)
(280,179)
Tax on loss
11
(223,053)
Loss for the financial year
(216,607)
(503,232)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
CHANGEREGARD LIMITED
GROUP BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
12
110,837
Tangible assets
13
3,415,180
3,736,612
Investments
14
1,896,727
1,896,727
5,311,907
5,744,176
Current assets
Stocks
17
15,000
15,000
Debtors
18
17,480,426
17,646,901
Cash at bank and in hand
5,385,963
6,811,696
22,881,389
24,473,597
Creditors: amounts falling due within one year
19
(8,510,710)
(10,559,032)
Net current assets
14,370,679
13,914,565
Total assets less current liabilities
19,682,586
19,658,741
Creditors: amounts falling due after more than one year
20
(10,314,303)
(10,026,328)
Provisions for liabilities
Provisions
23
325,000
325,000
Deferred tax liability
24
805,619
818,142
(1,130,619)
(1,143,142)
Net assets
8,237,664
8,489,271
Capital and reserves
Called up share capital
26
1,002
1,002
Share premium account
199,001
199,001
Profit and loss reserves
8,037,661
8,289,268
Total equity
8,237,664
8,489,271
The financial statements were approved by the board of directors and authorised for issue on 28 April 2025 and are signed on its behalf by:
28 April 2025
Mr D Cleary
Director
Company registration number 03233037 (England and Wales)
CHANGEREGARD LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 11 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
13
3,415,180
3,662,343
Investments
14
2,676,709
2,676,709
6,091,889
6,339,052
Current assets
Debtors
18
5,157,878
4,678,111
Cash at bank and in hand
63,929
162,429
5,221,807
4,840,540
Creditors: amounts falling due within one year
19
(1,139,909)
(1,388,349)
Net current assets
4,081,898
3,452,191
Total assets less current liabilities
10,173,787
9,791,243
Creditors: amounts falling due after more than one year
20
(10,314,303)
(10,026,328)
Provisions for liabilities
Deferred tax liability
24
805,619
805,619
(805,619)
(805,619)
Net liabilities
(946,135)
(1,040,704)
Capital and reserves
Called up share capital
26
1,002
1,002
Share premium account
199,001
199,001
Profit and loss reserves
(1,146,138)
(1,240,707)
Total equity
(946,135)
(1,040,704)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £94,569 (2023 - £1,026,092 loss).
The financial statements were approved by the board of directors and authorised for issue on 28 April 2025 and are signed on its behalf by:
28 April 2025
Mr D Cleary
Director
Company registration number 03233037 (England and Wales)
CHANGEREGARD LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 30 April 2023:
Balance at 1 May 2022
1,002
199,001
8,799,000
8,999,003
Year ended 30 April 2023:
Loss and total comprehensive income
-
-
(503,232)
(503,232)
Dividends
-
-
(6,500)
(6,500)
Balance at 30 April 2023
1,002
199,001
8,289,268
8,489,271
Year ended 30 April 2024:
Loss and total comprehensive income
-
-
(216,607)
(216,607)
Dividends
-
-
(35,000)
(35,000)
Balance at 30 April 2024
1,002
199,001
8,037,661
8,237,664
CHANGEREGARD LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 30 April 2023:
Balance at 1 May 2022
1,002
199,001
(214,615)
(14,612)
Year ended 30 April 2023:
Loss and total comprehensive income for the year
-
-
(1,026,092)
(1,026,092)
Balance at 30 April 2023
1,002
199,001
(1,240,707)
(1,040,704)
Year ended 30 April 2024:
Profit and total comprehensive income for the year
-
-
94,569
94,569
Balance at 30 April 2024
1,002
199,001
(1,146,138)
(946,135)
CHANGEREGARD LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
215,305
2,282,402
Interest paid
(61,527)
(35,330)
Net cash inflow from operating activities
153,778
2,247,072
Investing activities
Purchase of tangible fixed assets
(995,730)
(99,035)
Proceeds from disposal of tangible fixed assets
231,529
645,690
Proceeds from disposal of subsidiaries, net of cash disposed
(151,804)
-
Repayment of loans
(185,773)
(28,219)
Interest received
169,674
62,989
Net cash (used in)/generated from investing activities
(932,104)
581,425
Financing activities
Repayment of preference shares
(400,000)
(860,000)
Payment of finance leases obligations
(212,407)
(1,452,466)
Dividends paid to equity shareholders
(35,000)
(6,500)
Net cash used in financing activities
(647,407)
(2,318,966)
Net (decrease)/increase in cash and cash equivalents
(1,425,733)
509,531
Cash and cash equivalents at beginning of year
6,811,696
6,302,165
Cash and cash equivalents at end of year
5,385,963
6,811,696
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 15 -
1
Accounting policies
Company information
Changeregard Limited (“the company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is 97 Leigh Road, Eastleigh, Hampshire, SO50 9DR. The principal place of business is Highbridge Road, Highbridge, Colden Common, Eastleigh, Hampshire, SO50 6HS.
The group consists of Changeregard Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 'Statement of Financial Position': reconciliation of the opening and closing numbers of shares.
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 16 -
1.2
Basis of consolidation
The consolidated financial statements incorporate those of Changeregard Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
Most of the group financial statements are made up to 30 April 2024. However, the accounts for Liffey Plant and K10 Construction are made up to different period ends. In the case of Liffey, the company has no transactions in the current or comparative years and so the directors do not consider this to be an issue. In the case of K10, the financial period end is 31 March but the trade of the company was moved into Gracelands historically, therefore the balance sheet will not have moved between the company and group year ends. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company's and group's principal risks and uncertainties, the revenue forecasts and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 17 -
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
No depreciation
Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Computers
20% straight line
Motor vehicles
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 18 -
1.8
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
1.9
Stocks
Stock and work in progress are valued at the lower of costs and net realisable value.
1.10
Construction contracts
In respect of long term contracts for on-going services, turnover represents the value of work done in the year. Turnover and costs in respect of long term contract and contracts for on-going services are recognised by reference to the stage of completion.
The stage of completion of contracts in progress is determined using the proportion that sales applied for to date bear to the estimated total sales. The amount of total profit expected is applied to the current stage of completion to identify the proportion of total turnover earned.
When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.
Retentions are stated at a lower amount that the initial retentions held based on their recoverability. Retentions are recognised as income when it is probable that the company will receive the consideration due under the contract.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 19 -
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 20 -
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
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.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 21 -
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. 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.
1.19
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Accounting for construction contracts
Recognition of revenue and profit is based on judgements made in respect of the ultimate profitability of a contract. Such judgements are arrived at through the use of estimation in relation to costs and value of work performed to date and to be performed in bringing contracts to completion. These estimates are made by reference to recovery of pre-contracts costs, variations in work scopes, claim recoveries and expected contract costs to complete. The group has appropriate control procedures to ensure all estimates are determined on a consistent basis.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Groundworks and civil engineering
40,771,523
46,749,646
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
3
Turnover and other revenue
(Continued)
- 22 -
2024
2023
£
£
Other revenue
Interest income
169,674
62,989
Grants received
63,769
181,357
Included within turnover are sales totalling £40,771,523 (2023: £46,749,646) in relation to contract revenue.
All turnover is generated in the United Kingdom in the current and comparative period.
4
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Government grants
(63,769)
(181,357)
Depreciation of owned tangible fixed assets
1,209,870
1,180,720
Profit on disposal of tangible fixed assets
(198,506)
(542,870)
Amortisation of intangible assets
110,837
163,387
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
8,000
5,000
Audit of the financial statements of the company's subsidiaries
24,000
15,000
32,000
20,000
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Office and management
25
23
3
3
Direct
98
104
-
-
Total
123
127
3
3
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
6
Employees
(Continued)
- 23 -
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,437,743
5,525,465
150,000
150,000
Social security costs
619,887
647,372
-
-
Pension costs
224,311
539,028
6,281,941
6,711,865
150,000
150,000
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
468,987
505,692
Company pension contributions to defined contribution schemes
130,000
443,082
598,987
948,774
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 6).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
96,000
96,000
Company pension contributions to defined contribution schemes
60,000
149,061
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
116,251
44,773
Other interest income
53,423
18,216
Total income
169,674
62,989
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 24 -
9
Interest payable and similar expenses
2024
2023
£
£
Other interest on financial liabilities
13,057
-
Interest on finance leases and hire purchase contracts
48,472
35,330
Other interest
619,007
287,718
Total finance costs
680,536
323,048
10
Amounts written off investments
2024
2023
£
£
Other gains and losses
(194,052)
-
11
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
209,420
Adjustment in respect of prior periods
13,633
Total deferred tax
223,053
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(216,607)
(280,179)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.50%)
(54,152)
(54,635)
Tax effect of expenses that are not deductible in determining taxable profit
244,108
87,542
Tax effect of utilisation of tax losses not previously recognised
(227,052)
Unutilised tax losses carried forward
143,026
Adjustments in respect of prior years
9,387
13,633
Amortisation on assets not qualifying for tax allowances
27,709
31,861
Difference between CT and DT rates
64,098
Capital allowances superdeduction
(62,472)
Taxation charge
-
223,053
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 25 -
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 May 2023 and 30 April 2024
1,144,144
Amortisation and impairment
At 1 May 2023
1,033,307
Amortisation charged for the year
110,837
At 30 April 2024
1,144,144
Carrying amount
At 30 April 2024
At 30 April 2023
110,837
The company had no intangible fixed assets at 30 April 2024 or 30 April 2023.
13
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2023
577,224
6,785,849
63,687
55,299
1,426,758
8,908,817
Additions
625,807
369,923
995,730
Disposals
(646,293)
(253,585)
(899,878)
At 30 April 2024
577,224
6,765,363
63,687
55,299
1,543,096
9,004,669
Depreciation and impairment
At 1 May 2023
4,223,976
25,474
54,810
867,945
5,172,205
Depreciation charged in the year
979,865
12,737
217,268
1,209,870
Eliminated in respect of disposals
(547,110)
(245,476)
(792,586)
At 30 April 2024
4,656,731
38,211
54,810
839,737
5,589,489
Carrying amount
At 30 April 2024
577,224
2,108,632
25,476
489
703,359
3,415,180
At 30 April 2023
577,224
2,561,873
38,213
489
558,813
3,736,612
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
13
Tangible fixed assets
(Continued)
- 26 -
Company
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2023
577,224
6,711,580
63,687
55,299
1,426,758
8,834,548
Additions
625,807
369,923
995,730
Disposals
(572,024)
(253,585)
(825,609)
At 30 April 2024
577,224
6,765,363
63,687
55,299
1,543,096
9,004,669
Depreciation and impairment
At 1 May 2023
4,223,976
25,474
54,810
867,945
5,172,205
Depreciation charged in the year
979,865
12,737
217,268
1,209,870
Eliminated in respect of disposals
(547,110)
(245,476)
(792,586)
At 30 April 2024
4,656,731
38,211
54,810
839,737
5,589,489
Carrying amount
At 30 April 2024
577,224
2,108,632
25,476
489
703,359
3,415,180
At 30 April 2023
577,224
2,487,604
38,213
489
558,813
3,662,343
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
779,982
779,982
Investments in joint ventures
16
1,896,727
1,896,727
1,896,727
1,896,727
1,896,727
1,896,727
2,676,709
2,676,709
Movements in fixed asset investments
Group
Shares in joint ventures
£
Cost or valuation
At 1 May 2023 and 30 April 2024
1,896,727
Carrying amount
At 30 April 2024
1,896,727
At 30 April 2023
1,896,727
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
14
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries and joint ventures
£
Cost or valuation
At 1 May 2023 and 30 April 2024
2,676,709
Carrying amount
At 30 April 2024
2,676,709
At 30 April 2023
2,676,709
15
Subsidiaries
Details of the company's subsidiaries at 30 April 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Gracelands Limited
As this entity
Ordinary
100.00
Liffey Plant Limited
As this entity
Ordinary
100.00
K10 Constructions Limited
As this entity
Ordinary
100.00
Gracelands Limited has A & B shares held by shareholders other than Changeregard (totalling ~9% of total capital value). These shares have no voting or capital rights (but are entitled to dividends if the directors were to choose to vote dividends to these share classes). In light of this, the directors consider that Changeregard Limited has 100% control of Graceland and there is no minority interest.
Liffey Plant Limited and K10 Constructions Limited are dormant.
16
Joint ventures
Highbridge Property Investments Limited is considered to be a joint venture under joint control as the principal share classes (A & B) are held equally between Changeregard and a third party.
The remaining C shares (which are non-voting) are held by Changeregard but as these only give Changeregard specific rights over an element of the property held by the company, the directors of both venturing parties do not consider that Changeregard's C share holding changes the conclusion drawn on joint control.
Details of joint ventures at 30 April 2024 are as follows:
Name of undertaking
Registered office
Interest
% Held
held
Direct
Highbridge Property Investments Limited
England and wales
Ordinary
50.00
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 28 -
17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
15,000
15,000
-
-
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
15,387,204
15,721,884
Corporation tax recoverable
19,492
Amounts owed by group undertakings
-
-
3,953,781
3,385,043
Amounts owed by undertakings in which the company has a participating interest
708,956
708,956
708,956
708,956
Other debtors
1,364,774
1,216,061
495,141
584,112
17,480,426
17,646,901
5,157,878
4,678,111
Included in trade debtor are gross amounts due from contract customers of £11,752,958 (2023: £12,490,288).
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
22
520,855
814,123
520,855
814,123
Other borrowings
21
500,000
500,000
500,000
500,000
Trade creditors
5,324,344
6,529,374
Gross amounts owed to contract customers
1,296,630
1,931,278
Corporation tax payable
30,489
12,558
10,997
(898)
Other taxation and social security
261,569
263,277
-
-
Other creditors
238,007
157,910
79,722
75,124
Accruals and deferred income
338,816
350,512
28,335
8,510,710
10,559,032
1,139,909
1,388,349
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 29 -
20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
22
150,957
70,096
150,957
70,096
Other borrowings
21
10,163,346
9,956,232
10,163,346
9,956,232
10,314,303
10,026,328
10,314,303
10,026,328
The other creditors balance relates to the present value of the amount required to redeem the remaining preference shares. Each preference share has a redemption value of £20,000. A discount was applied on day one to reduce the liability to the present value of the total repayment value and this discount is being unwound based on the expected repayment schedule. The final redemption date is 30 April 2032.
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Preference shares
10,663,346
10,456,232
10,663,346
10,456,232
Payable within one year
500,000
500,000
500,000
500,000
Payable after one year
10,163,346
9,956,232
10,163,346
9,956,232
22
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
520,855
814,123
520,855
814,123
In two to five years
150,957
70,096
150,957
70,096
671,812
884,219
671,812
884,219
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 1 year. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The finance lease liabilities are secured over the assets to which they relate.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 30 -
23
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Remedial works provision
325,000
325,000
-
-
Movements on provisions:
Remedial works provision
Group
£
At 1 May 2023 and 30 April 2024
325,000
24
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
805,619
818,142
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
805,619
805,619
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 May 2023
818,142
805,619
Credit to profit or loss
(12,523)
-
Liability at 30 April 2024
805,619
805,619
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 31 -
25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
224,311
539,028
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions totalling £7,559 (2023: £7,563) were owed at the balance sheet date.
26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,002
1,002
1,002
1,002
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Ordinary preference shares of £1 each
742
762
742
762
Preference shares classified as liabilities
(note 20)
10,628,815
10,456,232
During the year, 20 ordinary preference shares were redeemed (2023 : 68).
The ordinary shares have attached to them full voting and dividend rights. The ordinary preference shares are redeemable shares, have no voting and dividend rights.
27
Related party transactions
During the year the group entered into transactions with the following connected companies:
Highbridge Property Investments Limited - joint venture
The group made total purchases of £3,813 ( 2023: £27,336) and total sales of £nil (2023: £4,329). At the reporting date £82,711 ( 2023: £80,401) was included in trade creditors, £1,054,268 (2023: £1,054,268) was included in trade debtors and £708,956 (2023: £708,956) was included in amounts owed by undertakings that the company has a participating interest in.
Darkwater Homes Limited - with common directors
The group made total sales of £373,320 (2023: £61,808). At the reporting date £95,512 (2023: £61,808) was included in trade debtors and £43,155 (2023: £43,155) was included in other creditors.
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 32 -
28
Directors' transactions
The subsidiary, Gracelands Limited, operated interest free loan accounts with the directors during the year. At the year end 30 April 2024, the company was owed an amount of £281,842 (2023: £96,070). These balances are repayable on demand.
During the year, Changeregard Limited operated loan account with the directors, At the year end 30 April 2024, Changeregard Limited owed the directors £36,567 (2023: £9,634).
29
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(216,607)
(503,232)
Adjustments for:
Taxation charged
223,053
Finance costs
73,422
35,330
Redeemable preference shares discounting
607,114
287,718
Investment income
(169,674)
(62,989)
Gain on disposal of tangible fixed assets
(198,506)
(542,870)
Amortisation and impairment of intangible assets
110,837
163,387
Depreciation and impairment of tangible fixed assets
1,209,870
1,180,720
Other gains and losses
194,052
-
Decrease in provisions
-
(490,000)
Movements in working capital:
Decrease in debtors
371,490
1,947,092
(Decrease)/increase in creditors
(1,766,693)
44,193
Cash generated from operations
215,305
2,282,402
30
Analysis of changes in net debt - group
1 May 2023
Cash flows
30 April 2024
£
£
£
Cash at bank and in hand
6,811,696
(1,425,733)
5,385,963
Borrowings excluding overdrafts
(10,456,232)
(207,114)
(10,663,346)
Obligations under finance leases
(884,219)
212,407
(671,812)
(4,528,755)
(1,420,440)
(5,949,195)
CHANGEREGARD LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 33 -
31
Prior period adjustment
The prior year adjustments in Changeregard Limited related to the valuation of redeemable preference shares and the disclosure of amounts falling due within one year and after more than one year.
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 30 Apr 2023
£
£
£
Creditors due within one year
Loans and overdrafts
-
(500,000)
(500,000)
Other creditors
(9,162,723)
500,000
(8,662,723)
Creditors due after one year
Loans and overdrafts
(10,456,232)
500,000
(9,956,232)
Net assets
7,989,271
500,000
8,489,271
Capital and reserves
Profit and loss reserves
7,789,268
500,000
8,289,268
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 30 April 2023
£
£
£
Interest payable and similar expenses
(823,048)
500,000
(323,048)
Changes to the balance sheet - company
As previously reported
Adjustment
As restated at 30 Apr 2023
£
£
£
Creditors due within one year
Loans and overdrafts
-
(500,000)
(500,000)
Other creditors
(575,124)
500,000
(75,124)
Creditors due after one year
Loans and overdrafts
(10,456,232)
500,000
(9,956,232)
Net assets
(1,540,704)
500,000
(1,040,704)
Capital and reserves
Profit and loss reserves
(1,740,707)
500,000
(1,240,707)
Changes to the profit and loss account - company
As previously reported
Adjustment
As restated
Period ended 30 April 2023
£
£
£
Interest payable and similar expenses
(823,048)
500,000
(323,048)
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