Company registration number 12983521 (England and Wales)
UPGRADE GROUP LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
UPGRADE GROUP LIMITED
CONTENTS
Page
Accountants' report
1
Statement of financial position
2 - 3
Notes to the financial statements
4 - 7
UPGRADE GROUP LIMITED
ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF UPGRADE GROUP LIMITED FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Upgrade Group Limited for the year ended 31 December 2024 which comprise, the statement of financial position and the related notes from the company’s accounting records and from information and explanations you have given us.

 

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of Upgrade Group Limited, as a body, in accordance with the terms of our engagement letter dated 17 April 2025. Our work has been undertaken solely to prepare for your approval the financial statements of Upgrade Group Limited and state those matters that we have agreed to state to the board of directors of Upgrade Group Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Upgrade Group Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Upgrade Group Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Upgrade Group Limited. You consider that Upgrade Group Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Upgrade Group Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Carpenter Box
23 May 2025
Chartered Accountants
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1RL
UPGRADE GROUP LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 2 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
3
2,581,583
2,594,583
Investments
4
6,000
6,000
2,587,583
2,600,583
Current assets
Trade and other receivables
5
458,961
468,741
Cash and cash equivalents
286,111
83,331
745,072
552,072
Current liabilities
6
(77,574)
(34,650)
Net current assets
667,498
517,422
Total assets less current liabilities
3,255,081
3,118,005
Provisions for liabilities
(302,643)
(302,643)
Net assets
2,952,438
2,815,362
Equity
Called up share capital
7
6,000
6,000
Revaluation reserve
8
1,222,916
1,225,210
Retained earnings
1,723,522
1,584,152
Total equity
2,952,438
2,815,362

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

UPGRADE GROUP LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 3 -
The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
Mr D H Mason
Mr M E Ryley
Director
Director
Company registration number 12983521 (England and Wales)
UPGRADE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
1
Accounting policies
Company information

Upgrade Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Amelia House, Crescent Road, Worthing, West Sussex, BN11 1QR.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company’s principal risks and uncertainties, forecast future cash flows and the impact of subsequent events in making their assessment.true

 

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.

1.3
Property, plant and equipment

Property, plant and equipment 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:

Freehold land and buildings
2% straight line on freehold buildings. Freehold land is not depreciated.

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 credited or charged to profit or loss.

1.4
Non-current investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

UPGRADE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.5
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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).

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.7
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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 trade and other receivables 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.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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.

1.8
Equity instruments

Equity instruments issued by the company 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 company.

1.9
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 income statement 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 company’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.

UPGRADE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.10
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was 2 (2023 - 2).

 

3
Property, plant and equipment
Land and buildings
£
Cost
At 1 January 2024 and 31 December 2024
2,600,000
Depreciation and impairment
At 1 January 2024
5,417
Depreciation charged in the year
13,000
At 31 December 2024
18,417
Carrying amount
At 31 December 2024
2,581,583
At 31 December 2023
2,594,583
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
6,000
6,000
5
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
458,961
468,741
UPGRADE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
6
Current liabilities
2024
2023
£
£
Corporation tax
50,210
185
Other payables
27,364
34,465
77,574
34,650
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
2,000
2,000
2,000
2,000
Ordinary B shares of £1 each
4,000
4,000
4,000
4,000
6,000
6,000
6,000
6,000
8
Revaluation reserve
2024
2023
£
£
At the beginning of the year
1,225,210
-
0
Transfer from retained earnings
-
1,529,372
Deferred tax on transfer from retained earnings
-
(302,643)
Transfer to retained earnings
(2,294)
(1,519)
At the end of the year
1,222,916
1,225,210

In the comparative period, freehold land and buildings (including property improvements) held by the subsidiary company, Upgrade Bikes Limited, with a carrying amount of £1,070,628, were revalued by the directors of the subsidiary company (who are also directors of Upgrade Group Limited) on 31 July 2023. The revaluation was based on an independent valuation by SHW at 12 November 2021.The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

 

The revaluation of the property took place in the subsidiary company, Upgrade Bikes Limited, prior to the transfer of ownership of the property to Upgrade Group Limited via a dividend in specie. A transfer of £1,529,372, being equivalent to the gain on revaluation of the property, was made from retained earnings to the revaluation reserve in Upgrade Group Limited.

 

A further transfer of £2,294 (2023 - £1,519) has been made from the revaluation reserve to retained earnings in Upgrade Group Limited, being excess depreciation charges as a result of the revaluation.

9
Operating lease commitments

At the reporting date, the company had contracted with tenants for future minimum lease payments receivable under non-cancellable operating leases of £727,417 (2023 - £930,417).

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