IRIS Accounts Productionv25.1.3.3314572977Board of Directors30.9.241.10.2330.9.2430.9.24the distribution of domestic, agricultural and industrial fuels, together with the sale of petrol, oils and associated products from a petrol filling station,which was transferred out of the company on 31st March 2023, as part of the ongoing reconstruction of the group.truetruetruefalsetruetruefalsefalsefalsefalsefalsefalsefalsetruetruefalseOrdinary0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh145729772023-09-30145729772024-09-30145729772023-10-012024-09-30145729772023-01-04145729772023-01-052023-09-30145729772023-09-3014572977ns15:EnglandWales2023-10-012024-09-3014572977ns14:PoundSterling2023-10-012024-09-3014572977ns10:Director12023-10-012024-09-3014572977ns10:Consolidated2024-09-3014572977ns10:ConsolidatedGroupCompanyAccounts2023-10-012024-09-3014572977ns10:PrivateLimitedCompanyLtd2023-10-012024-09-3014572977ns10:Consolidatedns10:FRS1022023-10-012024-09-3014572977ns10:Consolidatedns10:Audited2023-10-012024-09-3014572977ns10:LargeCompaniesRegimeForDirectorsReport2023-10-012024-09-3014572977ns10:LargeCompaniesRegimeForAccounts2023-10-012024-09-3014572977ns10:Consolidatedns10:LargeCompaniesRegimeForDirectorsReport2023-10-012024-09-3014572977ns10:Consolidatedns10:LargeCompaniesRegimeForAccounts2023-10-012024-09-3014572977ns10:FullAccounts2023-10-012024-09-3014572977ns5:Subsidiary12023-10-012024-09-3014572977ns5:Subsidiary22023-10-012024-09-3014572977ns5:Subsidiary32023-10-012024-09-3014572977ns5:Subsidiary42023-10-012024-09-301457297712023-10-012024-09-3014572977ns10:OrdinaryShareClass12023-10-012024-09-3014572977ns10:Consolidated2023-10-012024-09-3014572977ns10:Director32023-10-012024-09-3014572977ns10:Director42023-10-012024-09-3014572977ns10:RegisteredOffice2023-10-012024-09-3014572977ns10:Director22023-10-012024-09-3014572977ns10:Consolidatedns5:ContinuingOperations2023-10-012024-09-3014572977ns10:Consolidatedns5:DiscontinuedOperations2023-10-012024-09-3014572977ns10:Consolidatedns5:ContinuingOperations2023-01-052023-09-3014572977ns10:Consolidatedns5:DiscontinuedOperations2023-01-052023-09-3014572977ns10:Consolidated2023-01-052023-09-3014572977ns5:CurrentFinancialInstruments2024-09-3014572977ns5:CurrentFinancialInstruments2023-09-3014572977ns5:ShareCapital2024-09-3014572977ns5:ShareCapital2023-09-3014572977ns5:RetainedEarningsAccumulatedLosses2024-09-3014572977ns5:RetainedEarningsAccumulatedLosses2023-09-3014572977ns5:RetainedEarningsAccumulatedLosses2023-01-052023-09-3014572977ns5:ShareCapital2023-01-052023-09-3014572977ns5:LongLeaseholdAssetsns5:LandBuildings2023-10-012024-09-3014572977ns5:PlantMachinery2023-10-012024-09-3014572977ns5:MotorVehicles2023-10-012024-09-3014572977ns5:CostValuation2023-09-30145729771ns5:Subsidiary12023-10-012024-09-3014572977ns5:Subsidiary12024-09-3014572977ns5:Subsidiary12023-09-3014572977ns5:Subsidiary12023-01-052023-09-3014572977ns5:Subsidiary232023-10-012024-09-30145729775ns5:Subsidiary32023-10-012024-09-30145729777ns5:Subsidiary42023-10-012024-09-3014572977ns5:WithinOneYearns5:CurrentFinancialInstruments2024-09-3014572977ns5:WithinOneYearns5:CurrentFinancialInstruments2023-09-3014572977ns10:OrdinaryShareClass12024-09-3014572977ns5:RetainedEarningsAccumulatedLosses2023-09-3014572977ns5:RetainedEarningsAccumulatedLosses2023-10-012024-09-30

REGISTERED NUMBER: 14572977 (England and Wales)













HINGLEY & CALLOW OILS HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH SEPTEMBER 2024






HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)








CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH SEPTEMBER 2024





Page




Company Information  

1




Group Strategic Report  

2




Report of the Directors  

7




Report of the Independent Auditors  

9




Consolidated Statement of Comprehensive Income

13




Consolidated Statement of Financial Position  

15




Company Statement of Financial Position  

16




Consolidated Statement of Changes in Equity  

17




Company Statement of Changes in Equity  

18




Consolidated Statement of Cash Flows  

19




Notes to the Consolidated Statement of Cash Flows

20




Notes to the Consolidated Financial Statements

21





HINGLEY & CALLOW OILS HOLDINGS LIMITED



COMPANY INFORMATION

FOR THE YEAR ENDED 30TH SEPTEMBER 2024









DIRECTORS:

Mrs A M Callow


Mrs H L Needham


J Callow







REGISTERED OFFICE:

Severn House


Sandy Lane Industrial Estate


Stourport-On-Severn


Worcestershire


DY13 9QB







REGISTERED NUMBER:

14572977 (England and Wales)







AUDITORS:

French Ludlam & Co Limited


Statutory Auditors and Accountants


Mountfield House


661 High Street


Kingswinford


West Midlands


DY6 8AL


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


The directors present their strategic report of the company and the group for the year ended 30th September 2024.


REVIEW OF BUSINESS

The principal activity of the group is the distribution of domestic, agricultural and industrial fuels. These financial statements cover the year to 30th September 2024. The comparative figures cover the post restructure period from 1st May to 30th September 2023.


Performance

The key financial performance indicators are as follows:



2024


2023



£   


£   



Turnover


60,190,258


17,021,307



Gross profit


4,186,532


2,079,195



Operating profit / (loss)


769,927


(1,574,519

)


Gross profit %


6.96%


12.22%



Average number of employees


34


72




The group came into existence on 30th April 2023 when Hingley & Callow Oils Holdings Limited acquired a 100% interest in Hingley & Callow Oils Limited.


The group has had a year of consolidation and normal trading activity following its restructure in the period to 30th September 2023, when three of its trading divisions were transferred into three new trading groups. As a result of this restructure and the falling of oils prices back to more "normal" pre Covid levels, the turnover for the year compared to the total for 2023, has decreased by 17.8% to £60,190,258. Details of the restructuring are given later in this report and in the share capital note.


Litres of wholesale fuel sold by the remaining trading divisions has remained consistent with 2023, however turnover has fallen by 3.8% to £60,190,258 due to the fall in global fuel prices. Gas oil sales have fallen slightly as a direct effect of the changes in legislation which prevent the sale of gas oil to anyone other than agricultural enterprises. Domestic and commercial sales were affected by the warmer winter and cost of living crisis.


The fall in prices has in turn led to a fall in the overall profit margin to 6.96%, compared to a prior period total margin of 10.1% and 7.7% for the continued operations, which is in line with the "normal" pre Covid margins. However, the company and group continue to be competitive within the market sector and retain a very good customer base.


Although it has been an extremely challenging period, the directors are pleased with the profit levels achieved. The balance sheet is strong, with good liquidity, and the company maintains an excellent relationship with its key suppliers.Going forward the group has no further plans to restructure or to acquire or dispose of any operations from the group. The directors' long term strategy is to expand the group and its market share, improve efficiency, to maximise future profitability and ensure that the group is able to respond quickly to increases (and decreases) in the demand for fuel.


Mr Jim Callow, founder of the company passed away in October 2023. From humble beginnings Mr Callow built up a successful business which is an enduring testament to his vision and determination.



HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


PRINCIPAL RISKS AND UNCERTAINTIES

The group is exposed to interest rate risk on any borrowings. However, overdraft use is rare and therefore this risk continues to be low. The bank is currently satisfied with the group's financial performance and the directors do not think there is any risk of facilities being withdrawn.


Fuel prices are monitored daily to minimise price risk and ensure the group remains competitive.


Credit risk is managed by strict credit control and thorough credit checks on new customers. Customers are encouraged to pay a regular amount by direct debit, to spread the cost of their fuel bills. This means that for most of the year many of the sales ledger accounts are in credit.


All sales are to UK customers and all suppliers are UK based. There are therefore no risks relating to exchange rate movements.



HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


SECTION 172(1) STATEMENT

This S172 Statement explains how the directors of the group

-  have engaged with employees, suppliers, customers and others; and

- have had regard to employee interests, the need to foster the group's business relationships with suppliers, customers, and others, and the effect of the principal decisions taken by the group  during the financial period.


There have been no significant key decisions made during this year following the major restructure and reorganisation of its trading divisions last year. On 31st March 2023, the divisional trades of Callow Fuels, Chaddesley Garage and Broome Farm were hived down into the company's three dormant subsidiary companies in exchange for shares. On 30th April 2023, after a share for share exchange, the company became a 100% subsidiary of Hingley & Callow Oils Holdings Limited. The directors and shareholders of this holding company are the same as the company.


In July 2023, Hingley & Callow Oils Limited declared a dividend in specie which was satisfied by the transfer of the three subsidiary companies to Hingley & Callow Oils Holdings Limited. Hingley & Callow Oils Limited cancelled 12,000,000 £1 ordinary shares to reflect the market value of the subsidiaries transferred.


Through three tripartite agreements, the subsidiary companies, Callow Gas Limited, Chaddesley Garage Limited and Broome Farm (West Midlands) Limited, were then transferred from Hingley & Callow Oils Holdings Limited to three new holding companies, which all had the same directors and shareholders. The new holding companies issued shares equal to their market value to their members as consideration. Hingley & Callow Oils Holdings Limited in turn cancelled its B, C and D shares to reflect the reduction in its market value as a result of these transfers.


When making decisions, each director ensures that they act in the way they consider, in good faith, would most likely promote the group's success for the benefits of its members as a whole, and in so doing they have regard (among other matters) to:


The likely consequences of any decision in the long term

As a business founded in 1969 and still prospering in 2024, our longevity demonstrates a commitment to the long term. It is embedded in our culture that we work hard for our customers, look after our employees, and make decisions for the long term.


The interests of the group's employees

The directors recognise that our employees are fundamental to the success of our business and having good employees depends on our ability to attract, retain and motivate them. From pay to our health, safety and workplace environment, the directors factor the implications of decisions on employees and the wider workforce.


The need to foster the group's business relationships with suppliers, customers and others

In order to succeed, we need strong, mutually beneficial, relationships with suppliers, customers and our bank. These relationships are based on trust and openness, principals that have served us well over the years. Where we can, we try to build those relationships at a local level and go far beyond a transactional relationship. The directors are "hands on" in the business and receive regular updates from the management  team on how the business is performing and how these stakeholders have been engaged.


The impact of the group's operations on the community and the environment

The directors regularly review opportunities to reduce environmental impact by complying with all relevant legislation and being aware of our responsibilities.


In order to increase our corporate social responsibility and reduce our environmental impact we will consider alternative solutions for generating power by stocking and selling HVO (hydrotreated vegetable oil) which is a fossil free environmentally friendly sustainable fuel alternative to mineral diesel.


HVO will be invaluable in helping the UK achieve its 2050 net zero target for greenhouse gas emissions as it is 100% biodegradable, sustainable and renewable.


We support our community through our sponsorship and support of local charities, sports clubs and events.


The desirability of the group maintaining a reputation for high standards of business conduct

We aim to operate with fairness in all our dealings and expect our staff to act accordingly. Where we have areas to improve, we will create action plans and implement any necessary changes.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30TH SEPTEMBER 2024



The need to act fairly between members of the group

The group continues to be controlled by the Callow family and all members are treated fairly. The directors consider which course of action best enables delivery of long term value for the group and company. In so doing, the directors ensure that decisions made consider the interests of all members.


On an ongoing basis, the board will continue to review and challenge how engagement with stakeholders can be improved.



STREAMLINED ENERGY AND CARBON REPORTING

The calculation methodologies followed the 2019 HM Government Environmental Reporting Guidelines and GHG Reporting Protocol - Corporate Standard. The 2023 UK Government's Conversion Factors for Company Reporting have been used, as well as an operational approach to define boundaries and scope, Reasonable estimates and assumptions consistent with such guidance have been used where necessary.


The primary data source includes:

    - Consumption data and supplier invoices for electric and gas emissions;

    - Expense claims for transport

    - Own use fuel records and standard vehicle emission measurements.




Units


2024


2023


Emissions from combustion of fuel for transport purposes scope 1


tCO2e


687


272


Emissions from combustion fuel for heating scope 1


tCO2e


4


1


Emissions from purchased electricity scope 2


tCO2e


6


3


Emissions from business travel in employee owned vehicles at a

rate of 45p per mile scope 3


tCO2e


11


5


Total gross emissions


708


281




Energy consumption used to calculate the above emissions


kWh


2,600,898


1,033,625


Intensity measurement


Turnover £M


£60.2


£17.02


Intensity ratio


tCo2e/£M

Turnover


11.75


16.51




The group seeks to improve fuel economy by reducing the overall age profile of our truck fleet through the purchase of newer, more fuel efficient vehicles, whilst optimising our delivery routes to enable us to provide more efficient deliveries per mile travelled.


As a Company we are committed to implementing solutions to reduce our impact on the environment. Our strategy involves continuous emission monitoring, reduction efforts, and carbon offsetting, all while balancing environmental responsibility with financial sustainability. This demonstrates our commitment to showing how carbon emissions can be reduced on a local scale.

The following initiatives have been undertaken:

- Solar panels have been installed at all depots

- A policy of updating older office and depot lighting to LED

- As part of a strict fleet renewal policy, all vehicles are purchased new with euro 6 engines and reduced emissions technology included

- Reduced emissions in form of grouped tanker trips

- A quantity of young native woodland trees have been planted as part of Hingley & Callow Oils Limited's environmental responsibility to help sequester carbon emissions in the future.


The comparative figures relate to the group's five month trading period to 30th September 2023. See the Statutory Financial Statements of Hingley & Callow Oils Limited for the annual figures to 30th September 2023



HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


KEY PERFORMANCE INDICATORS (KPI)

The group is result orientated. Actual performance is measured against budgeted performance taking into account the impact of world oil prices. The main KPI's used by the group to measure performance are gross margin, earnings before interest and tax, evaluation of working capital, capacity, litres sold and cashflow.


ENVIRONMENT


The group is exposed to environmental risks due to the nature of the products it stores, transports and delivers. The sector in which the group operates is heavily regulated and monitored, and the group ensures that it complies with all relevant laws and standards and has procedures in place to manage its position in order to minimise the environmental impact of its operations. In addition, insurance policies are taken out to assist in mitigating any unforeseen events.


EMPLOYEES


The employees of the group are systematically provided with information on matters which concern them as employees. Employees are regularly consulted when decisions are taken which are likely to affect their interests. The directors continue to provide information to the employees in order to achieve employee awareness of financial and economic factors affecting the group. The group  maintains a policy of giving fair consideration to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities. In the event of an employee becoming disabled, the group would endeavour to ensure continued employment.


HEALTH AND SAFETY

The group's policy is to conduct its business in a manner that protects the safety of those involved in its operations, customers and the public. The group strives to prevent all accidents, injuries and occupational illnesses through regular system and risk reviews, and is committed to continuous efforts to identify, eliminate or manage health and safety risks associated with its activities.


GOING CONCERN

The group has a very strong Statement of Financial Position and the directors have a reasonable expectation that the group has adequate resources to continue trading for the foreseeable future and  therefore continue to adopt the going concern basis of accounting in preparing the financial statements.


ON BEHALF OF THE BOARD:






J Callow - Director



5th June 2025


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 30th September 2024.


DIVIDENDS

No dividends will be distributed for the year ended 30th September 2024.


DIRECTORS

The directors shown below have held office during the whole of the period from 1st October 2023 to the date of this report.


Mrs A M Callow

Mrs H L Needham

J Callow


Other changes in directors holding office are as follows:


J D Callow - deceased 24th October 2023


DISCLOSURE IN THE STRATEGIC REPORT

The business review, financial key performance indicators and financial management risk objectives are included in the Strategic Report.


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period.  In preparing these financial statements, the directors are required to:


-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

state whether applicable 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 company will continue in business.


The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30TH SEPTEMBER 2024



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 group'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 group's auditors are aware of that information.


ON BEHALF OF THE BOARD:






J Callow - Director



5th June 2025


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

HINGLEY & CALLOW OILS HOLDINGS LIMITED


Opinion

We have audited the financial statements of Hingley & Callow Oils Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th September 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated 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 group's and of the parent company affairs as at 30th September 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Group 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 Group 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

HINGLEY & CALLOW OILS HOLDINGS LIMITED



Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-

the parent company financial statements are not in agreement with the accounting records and returns; or

-

certain disclosures of directors' remuneration specified by law are not made; or

-

we have not received all the information and explanations we require for our audit.


Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

HINGLEY & CALLOW OILS HOLDINGS LIMITED



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.


The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

-  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation (ie. gives a true and fair view).


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

HINGLEY & CALLOW OILS HOLDINGS LIMITED



Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.





Stephen B Ludlam (Senior Statutory Auditor)

for and on behalf of French Ludlam & Co Limited

Statutory Auditors and Accountants

Mountfield House

661 High Street

Kingswinford

West Midlands

DY6 8AL


6th June 2025


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



CONSOLIDATED

STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED 30TH SEPTEMBER 2024



2024


2024


2024


Continuing


Discontinued


Total



Notes

£   

£   

£   



TURNOVER

3

60,190,258


-


60,190,258



Cost of sales

(56,003,726

)

-


(56,003,726

)


GROSS PROFIT

4,186,532


-


4,186,532




Distribution costs

(855,737

)

-


(855,737

)


Administrative expenses

(2,579,866

)

-


(2,579,866

)


750,929


-


750,929




Other operating income

18,998


-


18,998





OPERATING PROFIT

5

769,927


-


769,927




Interest receivable and similar income

610,107


-


610,107



Interest payable and similar expenses

6

(141,131

)

-


(141,131

)


PROFIT BEFORE TAXATION

1,238,903


-


1,238,903



Tax on profit

7

(423,357

)

-


(423,357

)


PROFIT FOR THE FINANCIAL YEAR

815,546


-


815,546




OTHER COMPREHENSIVE INCOME

-



TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

815,546




Profit attributable to:

Owners of the parent

815,546




Total comprehensive income attributable to:

Owners of the parent

815,546




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



CONSOLIDATED

STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED 30TH SEPTEMBER 2024



2023


2023


2023


Continuing


Discontinued


Total



Notes

£   

£   

£   



TURNOVER

3

13,174,732


3,846,575


17,021,307



Cost of sales

(11,845,203

)

(3,096,909

)

(14,942,112

)


GROSS PROFIT

1,329,529


749,666


2,079,195




Distribution costs

(332,144

)

(146,673

)

(478,817

)


Administrative expenses

(3,273,201

)

(393,959

)

(3,667,160

)


(2,275,816

)

209,034


(2,066,782

)



Other operating income

487,782


4,481


492,263





OPERATING (LOSS)/PROFIT

5

(1,788,034

)

213,515


(1,574,519

)



Interest receivable and similar income

167,944


-


167,944



Interest payable and similar expenses

6

(51,300

)

-


(51,300

)


(LOSS)/PROFIT BEFORE TAXATION

(1,671,390

)

213,515


(1,457,875

)


Tax on (loss)/profit

7

356,326


(53,354

)

302,972



(LOSS)/PROFIT FOR THE FINANCIAL

YEAR

(1,315,064

)

160,161


(1,154,903

)



OTHER COMPREHENSIVE INCOME

-



TOTAL COMPREHENSIVE LOSS FOR

THE YEAR

(1,154,903

)



(Loss)/profit attributable to:

Owners of the parent

(1,154,903

)



Total comprehensive loss attributable to:

Owners of the parent

(1,154,903

)



HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30TH SEPTEMBER 2024



2024


2023


Notes

£   

£   


FIXED ASSETS

Intangible assets

9

1,815,288


2,069,183



Tangible assets

10

3,925,736


2,918,523



Investments

11

19,000


19,000



5,760,024


5,006,706




CURRENT ASSETS

Stocks

12

1,313,130


1,618,530



Debtors

13

4,648,624


5,895,582



Cash at bank and in hand

12,846,245


14,614,554



18,807,999


22,128,666



CREDITORS

Amounts falling due within one year

14

(11,521,523

)

(14,975,935

)


NET CURRENT ASSETS

7,286,476


7,152,731



TOTAL ASSETS LESS CURRENT

LIABILITIES

13,046,500


12,159,437




PROVISIONS FOR LIABILITIES

17

(427,095

)

(355,578

)


NET ASSETS

12,619,405


11,803,859




CAPITAL AND RESERVES

Called up share capital

18

12,958,762


12,958,762



Retained earnings

19

(339,357

)

(1,154,903

)


SHAREHOLDERS' FUNDS

12,619,405


11,803,859




The financial statements were approved by the Board of Directors and authorised for issue on 5th June 2025 and were signed on its behalf by:






J Callow - Director



HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



COMPANY STATEMENT OF FINANCIAL POSITION

30TH SEPTEMBER 2024



2024


2023


Notes

£   

£   


FIXED ASSETS

Intangible assets

9

-


-



Tangible assets

10

-


-



Investments

11

18,592,561


18,592,561



18,592,561


18,592,561




CURRENT ASSETS

Debtors

13

1,000,000


1,000,000




CREDITORS

Amounts falling due within one year

14

(998,520

)

(998,520

)


NET CURRENT ASSETS

1,480


1,480



TOTAL ASSETS LESS CURRENT

LIABILITIES

18,594,041


18,594,041




CAPITAL AND RESERVES

Called up share capital

18

12,958,762


12,958,762



Retained earnings

19

5,635,279


5,635,279



SHAREHOLDERS' FUNDS

18,594,041


18,594,041




Company's profit for the financial year

-


5,635,279




The financial statements were approved by the Board of Directors and authorised for issue on 5th June 2025 and were signed on its behalf by:






J Callow - Director



HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30TH SEPTEMBER 2024



Called up



share


Retained


Total


capital


earnings


equity

£   

£   

£   



Changes in equity

Issue of share capital

12,958,762


-


12,958,762



Total comprehensive loss

-


(1,154,903

)

(1,154,903

)


Balance at 30th September 2023

12,958,762


(1,154,903

)

11,803,859




Changes in equity

Total comprehensive income

-


815,546


815,546



Balance at 30th September 2024

12,958,762


(339,357

)

12,619,405




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30TH SEPTEMBER 2024



Called up



share


Retained


Total


capital


earnings


equity

£   

£   

£   



Changes in equity

Profit for the period

-


5,635,279


5,635,279



Total comprehensive income

-


5,635,279


5,635,279



Issue of share capital

12,958,762


-


12,958,762



Balance at 30th September 2023

12,958,762


5,635,279


18,594,041




Changes in equity

Profit for the year

-


-


-



Balance at 30th September 2024

12,958,762


5,635,279


18,594,041




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30TH SEPTEMBER 2024



Period


5.1.23


Year Ended


to


30.9.24


30.9.23


Notes

£   

£   


Cash flows from operating activities

Cash generated from operations

1

(1,440,985

)

4,439,333



Interest paid

(81,568

)

-



Tax paid

(153,143

)

-



Net cash from operating activities

(1,675,696

)

4,439,333




Cash flows from investing activities

Purchase of intangible fixed assets

-


(6,631,517

)


Purchase of tangible fixed assets

(1,393,464

)

(8,087,018

)


Purchase of fixed asset investments

-


(19,000

)


Sale of intangible fixed assets

-


4,347,789



Sale of tangible fixed assets

7,000


5,069,844



Interest received

610,107


167,944



Net cash from investing activities

(776,357

)

(5,151,958

)



Cash flows from financing activities

Amount introduced by directors

1,506,322


1,368,417



Amount withdrawn by directors

(822,578

)

-



Share issue

-


29,950,881



Share buyback

-


(15,992,119

)


Net cash from financing activities

683,744


15,327,179




(Decrease)/increase in cash and cash equivalents

(1,768,309

)

14,614,554



Cash and cash equivalents at beginning of

year

2

14,614,554


-




Cash and cash equivalents at end of year

2

12,846,245


14,614,554




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


1.

RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM

OPERATIONS



Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Profit/(loss) before taxation

1,238,903


(1,457,875

)



Depreciation charges

638,127


411,126




Profit on disposal of fixed assets

(4,981

)

(97,930

)



Finance costs

141,131


51,300




Finance income

(610,107

)

(167,944

)


1,403,073


(1,261,323

)



Decrease/(increase) in stocks

305,400


(1,618,530

)



Decrease/(increase) in trade and other debtors

1,246,959


(5,895,582

)



(Decrease)/increase in trade and other creditors

(4,396,417

)

13,214,768




Cash generated from operations

(1,440,985

)

4,439,333




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 30th September 2024


30.9.24


1.10.23

£   

£   



Cash and cash equivalents

12,846,245


14,614,554




Period ended 30th September 2023


30.9.23


5.1.23

£   

£   



Cash and cash equivalents

14,614,554


-





3.

ANALYSIS OF CHANGES IN NET FUNDS



At 1.10.23

Cash flow

At 30.9.24

£   

£   

£   



Net cash



Cash at bank and in hand

14,614,554


(1,768,309

)

12,846,245



14,614,554


(1,768,309

)

12,846,245




Total

14,614,554


(1,768,309

)

12,846,245




4.

MAJOR NON-CASH TRANSACTIONS



Significant restructuring transactions have occurred during the year, the majority of which are non cash transactions. Only the cash element of these transactions have been included in this cashflow statement. See called up share capital and fixed asset investments notes for details.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


1.

STATUTORY INFORMATION



Hingley & Callow Oils Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.  



The financial statements cover the year to 30th September 2024. The comparatives cover the period from 5th January 2023 to 30th September 2023. The company changed its accounting period end to fall in line with that of its subsidiary.



Going concern


The group meets its day-to-day working capital requirements through it's trading.The group's forecasts and projections, taking account of reasonable possible changes in trading performance, show that the group should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.



Basis of consolidation


The consolidated financial statements include the financial statements of the company and its subsidiary undertakings for the period 1st May 2023 to 30th September 2023. The purchase method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated profit and loss account from the date of acquisition and up to the date of disposal.



Under section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.



In the company's separate financial statements, investments in subsidiary undertakings are stated at cost, less any provision for impairment.



Related party exemption


The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the Uk and Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group.



Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


2.

ACCOUNTING POLICIES - continued



Significant judgements and estimates

In preparing these financial statements, the directors have had to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities income and expenses.

The estimates and associated assumptions are based on historic experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. The judgements, estimates and assumptions which have significant risk of material adjustment to the carrying amount of assets and liabilities are:

(a) Depreciation of tangible fixed assets - tangible fixed assets, other than freehold land and buildings, are depreciated over their useful economic lives, taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors.

(b) Debtor provisions - the group has recognised provisions against specific trade debtor balances. The judgements and estimates necessary to calculate these provisions are based on historical experience and other reasonable factors. This provision is based on the age of the debtor balance and the assessed risk of recoverability. The value of trade debtors in note 13 is net of the provision for doubtful debts.

(c) Obsolete stock - obsolete stocks are written off and removed from the stock records when identified.

(d) There has been considerable restructuring of the group during the period. In order to consolidate the accounts, balance sheet values have been used as close to the transaction dates as possible. It is considered that no material misstatements will arise as a consequence of using these figures.


Revenue

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from the sale of goods is recognised when the group has transferred the significant risks and rewards of ownership to the buyer and it is probable that the group will receive the previously agreed upon payment. Revenue is shown net of discounts, rebates, value added tax and other sales taxes.

Revenue is recognised at the point that the goods are delivered to or collected by the customer.

Other operating income
Other operating income represents investment income and other income. Income is recognised in accordance with the period to which it relates.


Tangible fixed assets


Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.  


Long leasehold

-

over the period of the lease


Plant and machinery

-  

10% on cost and 10% on reducing balance


Motor vehicles

-

33% on reducing balance


No depreciation has been charged on freehold property as the estimated useful economic life of the properties exceeds 50 years and a continuous policy of renewal and maintenance is undertaken. A full review of the impairment of freehold property has been completed at the end of the accounting period with no adjustments being considered necessary to the value at which these properties are shown in the financial statements. Land is not depreciated.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


2.

ACCOUNTING POLICIES - continued



Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is based on the cost of purchase on a first in, first out basis

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to sell. The impairment loss is recognised immediately in profit or loss.

Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than 3 months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


2.

ACCOUNTING POLICIES - continued



Pension costs

The group operates two pension schemes, a self administered scheme (assets held in independently administered funds) for the directors, and an automatic enrolment scheme for the employees. Contributions payable for the year are charged in the profit and loss account.

Provisions for liabilities

Provisions are recognised where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

3.

TURNOVER



The turnover and profit (2023 - loss) before taxation are attributable to the principal activities of the group.



An analysis of turnover by class of business is given below:



Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Fuel distribution

60,190,258


14,394,317




Petrol filling stations

-


2,626,990



60,190,258


17,021,307




4.

EMPLOYEES AND DIRECTORS


Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Wages and salaries

1,393,285


2,894,930




Social security costs

148,978


412,667




Other pension costs

26,988


13,466



1,569,251


3,321,063





The average number of employees during the year was as follows:


Period


5.1.23


Year Ended


to


30.9.24


30.9.23



Directors

3


4





The average number of employees by undertakings that were proportionately consolidated during the year was 31 (2023 - 72 ) .


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


4.

EMPLOYEES AND DIRECTORS - continued



The group operates two pension schemes, a self administered scheme for the directors and an automatic enrolment scheme for the benefit of the employees. The assets of the schemes are administered by independent pension providers. Pension payments recognised as an expense during the period amount to £26,988 (2023 £33,352).



Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Directors' remuneration

257,226


2,304,336





The number of directors to whom retirement benefits were accruing was as follows:



Money purchase schemes

2


2





Information regarding the highest paid director is as follows:


Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Emoluments etc

103,030


1,117,474




5.

OPERATING PROFIT/(LOSS)



The operating profit (2023 - operating loss) is stated after charging/(crediting):



Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Depreciation - owned assets

384,232


196,581




Profit on disposal of fixed assets

(4,981

)

(573,049

)



Goodwill amortisation

253,895


214,545




Auditors' remuneration

23,360


34,880




Auditors' remuneration for non audit work

41,656


42,492




Taxation compliance services

4,200


4,000




6.

INTEREST PAYABLE AND SIMILAR EXPENSES



Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Bank interest

4


-




Other interest

141,127


51,300



141,131


51,300




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


7.

TAXATION



Analysis of the tax charge/(credit)


The tax charge/(credit) on the profit for the year was as follows:


Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Current tax:


UK corporation tax

351,840


(394,281

)




Deferred tax

71,517


91,309




Tax on profit/(loss)

423,357


(302,972

)




Reconciliation of total tax charge/(credit) 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:



Period


5.1.23


Year Ended


to


30.9.24


30.9.23

£   

£   



Profit/(loss) before tax

1,238,903


(1,457,875

)



Profit/(loss) multiplied by the standard rate of corporation tax in the UK of

25 % (2023 - 25 %)  

309,726


(364,469

)




Effects of:


Expenses not deductible for tax purposes

34,582


17,294




Depreciation in excess of capital allowances

18,104


8,421




Adjustments to tax charge in respect of previous periods

(2,529

)

-




Change in rate of corporation tax  

-


129,045




Profit on disposal of subsidiary companies  

-


(118,780

)



Amortisation  

63,474


25,517




Total tax charge/(credit)

423,357


(302,972

)



8.

INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME



As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.



HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


9.

INTANGIBLE FIXED ASSETS



Group


Goodwill

£   



COST


At 1st October 2023


and 30th September 2024

2,172,247




AMORTISATION


At 1st October 2023

103,064




Amortisation for year

253,895




At 30th September 2024

356,959




NET BOOK VALUE


At 30th September 2024

1,815,288




At 30th September 2023

2,069,183





Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.


10.

TANGIBLE FIXED ASSETS



Group


Freehold


Long


Plant and


Motor



property


leasehold


machinery


vehicles


Totals

£   

£   

£   

£   

£   



COST


At 1st October 2023

562,425


668,597


793,400


1,047,722


3,072,144




Additions

800,015


-


153,412


440,037


1,393,464




Disposals

-


-


(1,236

)

(3,898

)

(5,134

)



At 30th September 2024

1,362,440


668,597


945,576


1,483,861


4,460,474




DEPRECIATION


At 1st October 2023

-


2,295


28,081


123,245


153,621




Charge for year

-


5,507


71,952


306,773


384,232




Eliminated on disposal

-


-


(372

)

(2,743

)

(3,115

)



At 30th September 2024

-


7,802


99,661


427,275


534,738




NET BOOK VALUE


At 30th September 2024

1,362,440


660,795


845,915


1,056,586


3,925,736




At 30th September 2023

562,425


666,302


765,319


924,477


2,918,523




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


11.

FIXED ASSET INVESTMENTS



Group


Company


2024

2023

2024

2023


£   

£   

£   

£   



Shares in group undertakings

-


-


18,592,561


18,592,561




Other investments not loans

19,000


19,000


-


-



19,000


19,000


18,592,561


18,592,561





Additional information is as follows:



Group



Investments (neither listed nor unlisted) were as follows:

2024

2023


£   

£   



Debenture

19,000


19,000




Company


Shares in


group


undertakings

£   



COST


At 1st October 2023


and 30th September 2024

18,592,561




NET BOOK VALUE


At 30th September 2024

18,592,561




At 30th September 2023

18,592,561




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


11.

FIXED ASSET INVESTMENTS - continued



The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:



Subsidiaries



Hingley & Callow Oils Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: The distribution of wholesale fuel.


%


Class of shares:

holding



£1 Ordinary shares

100.00


2024

2023


£   

£   



Aggregate capital and reserves

11,504,937


10,549,651




Profit/(loss) for the year/period

955,286


(1,315,064

)



Acquisition of a subsidiary
On 30th April 2023, as part of the group's restructuring, the company issued 29,949,401 £1 ordinary shares to the shareholders of Hingley & Callow Oils Limited as consideration for its investment. The new shares were deemed to rank pari-passu with the original shares. See share capital note for full details of the transaction.

Net assets at date of acquisition:

Fair value
to group
£
Goodwill2,063,251
Fixed assets2,424,575
Investments11,356,840
Stock2,931,180
Debtors8,956,273
Cash15,673,334
Creditors due within one year(13,191,783)
Deferred tax(264,269)
Net assets29,949,401

As a result of the group restructure and the transfer of the subsidiary companies to new groups, the value of this investment was impaired to its carrying value of £18,592,561. The goodwill is attributable to customer relationships and its useful life is estimated to be 10 years.

Included in the consolidated accounts for the year to 30 September 2024 are revenues of £60,190,258 (2023 £13,174,732) and a profit of £95,286 (2023 a loss of £1,315,064) in respect of this company.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


11.

FIXED ASSET INVESTMENTS - continued



Callow Gas Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: Distribution of wholesale gas.


%


Class of shares:

holding



Ordinary £1 shares                                                                             -



Acquisition and disposal of a subsidiary
This company was acquired as a result of being a 100% subsidiary of Hingley & Callow Oils Limited on 30th April 2023. On 19th July 2023, as part of the group's restructuring, Hingley & Callow Oils Limited transferred its 100% share holding in Callow Gas Limited to Hingley & Callow Oils Holdings Limited via a dividend in specie. On the same day, the subsidiary was transferred as part of a tripartite agreement to Callow Gas Holdings Limited. Details of this agreement are given in the share capital note.

The fair value of net assets at the dates of acquisition and disposal were as follows

OnOn
aquisitiondisposal
££
Goodwill4,438,5204,327,557
Fixed assets2,179,1812,248,721
Debtors2,292,4261,815,628
Stock196,936151,998
Cash852,510759,434
Creditors due within one year(894,180)(132,591)
Deferred Taxation(295,828)(295,828)
Net assets8,769,5658,874,919

The goodwill is attributable to customer relationships and its useful life is estimated to be 10 years.

Included in the consolidated accounts for the period since acquisition until disposal on 19th July 2023 are revenues of £1,219,585 and a profit of £105,352 in respect of this company.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


11.

FIXED ASSET INVESTMENTS - continued



Chaddesley Garage Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: Petrol station.


%


Class of shares:

holding



£1 Ordinary shares                                                                             -



Acquisition and disposal of a subsidiary
This company was acquired as a result of being a 100% subsidiary of Hingley & Callow Oils Limited on 30th April 2023. On 19th July 2023, as part of the group's restructuring, Hingley & Callow Oils Limited transferred its 100% share holding in Chaddesley Garage Limited to Hingley & Callow Oils Holdings Limited via a dividend in specie. On 24th July 2023, the subsidiary was transferred as part of a tripartite agreement to Chaddesley Garage Holdings Limited. Details of this agreement are given in the share capital note.

The fair value of net assets at the dates of acquisition and disposal were as follows

OnOn
aquisitiondisposal
££
Fixed assets268,373262,923
Debtors89,61875,325
Stock127,074113,840
Cash472,007519,671
Creditors due within one year(564,030)(524,537)
Deferred Taxation(9,329)(9,329)
Net assets383,713437,893


Included in the consolidated accounts for the period since acquisition until disposal on 24th July 2023 are revenues of £2,626,990 and a profit of £54,180 in respect of this company.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


11.

FIXED ASSET INVESTMENTS - continued



Broome Farm (West Midlands) Limited


Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn DY13 9QB


Nature of business: Farm


%


Class of shares:

holding



£1 Ordinary shares                                                                             -



Acquisition and disposal of a subsidiary
This company was acquired as a result of being a 100% subsidiary of Hingley & Callow Oils Limited on 30th April 2023. On 19th July 2023, as part of the group's restructuring, Hingley & Callow Oils Limited transferred its 100% share holding in Broome Farm (West Midlands) Limited to Hingley & Callow Oils Holdings Limited via a dividend in specie. On 25th July 2023, the subsidiary was transferred as part of a tripartite agreement to Broome Farm Holdings Limited. Details of this agreement are given in the share capital note.

The fair value of net assets at the dates of acquisition and disposal were as follows

OnOn
aquisitiondisposal
££
Goodwill20,74920,231
Fixed assets2,170,1752,169,783
Debtors176,487186,057
Cash53,8387,901
Creditors due within one year(43,043)(5,137)
Deferred Taxation(174,646)(174,646)
Net assets2,203,5602,204,189

The goodwill is attributable to customer relationships and its useful life is estimated to be 10 years.

Included in the consolidated accounts for the period since acquisition until disposal on 25th July 2023 are revenues of £2,238 and a profit of £629 in respect of this company.


12.

STOCKS



Group


2024

2023


£   

£   



Stocks

1,313,130


1,618,530




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


2024

2023

2024

2023


£   

£   

£   

£   



Trade debtors

3,422,654


4,404,928


-


-




Amounts owed by group undertakings

-


-


1,000,000


1,000,000




Other debtors

458,031


1,173,713


-


-















VAT

606,257


169,083


-


-




Prepayments

161,682


147,858


-


-



4,648,624


5,895,582


1,000,000


1,000,000




14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


2024

2023

2024

2023


£   

£   

£   

£   



Trade creditors

4,890,245


7,002,175


-


-




Tax

303,137


104,440


-


-




Social security and other taxes

34,650


359,293


-


-




Other creditors

3,068,460


2,773,689


-


-




Directors' current accounts

3,052,162


2,368,417


998,520


998,520




Accrued expenses

172,869


2,367,921


-


-



11,521,523


14,975,935


998,520


998,520




15.

LEASING AGREEMENTS



Minimum lease payments fall due as follows:



Group


Non-cancellable operating

leases


2024

2023


£   

£   



Within one year

2,500


2,500




16.

SECURED DEBTS



Potential bank borrowings are secured by a legal charge over certain of the group's land and buildings, together with a fixed and floating charge over the other assets of the group.


17.

PROVISIONS FOR LIABILITIES



Group


2024

2023


£   

£   



Deferred tax

427,095


355,578




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


17.

PROVISIONS FOR LIABILITIES - continued



Group


Deferred



tax


£   



Balance at 1st October 2023

355,578




Provided during year

71,517




Balance at 30th September 2024

427,095




18.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

2024

2023



value:

£   

£   



12,958,762

Ordinary

£1

12,958,762


12,958,762




On 5th January 2023 the company issued 1,480 £1 ordinary subscriber shares, fully paid

On 30th April 2023 the company issued a further 29,949,401 £1 ordinary shares as consideration for its investment in Hingley & Callow Oils Limited. This company is now a 100% subsidiary. The new shares were deemed to be fully paid and rank pari-passu with the original shares.

On 18th July 2023 8,769,566 shares were redesignated as £1 ordinary B shares, 1,018,993 shares as £1 ordinary C shares and 2,203,560 shares as £1 ordinary D shares.

On 19th July 2023, Hingley & Callow Oils Limited declared a dividend in specie which was satisfied by the transfer of its 100% investments in Callow Gas Limited, Chaddesley Garage Limited and Broome Farm (West Midlands) Limited to Hingley & Callow Oils Holdings Limited. The three companies were then 100% subsidiaries of Hingley & Callow Oils Holdings Limited.

On 19th July 2023, as part of a tripartite agreement, Callow Gas Holdings Limited issued 8,769,566 £1 ordinary shares in exchange for Hingley & Callow Oils Holdings Limited transferring its shareholding in Callow Gas Limited to Callow Gas Holdings Limited. On the same date, Hingley & Callow Oils Holdings Limited cancelled all B shares as consideration.

On 24th July 2023, as part of a tripartite agreement, Chaddesley Garage Holdings Limited issued 1,018,993 £1 ordinary shares in exchange for Hingley & Callow Oils Holdings Limited transferring its shareholding in Chaddesley Garage Limited to Chaddesley Garage Holdings Limited. On the same date, Hingley & Callow Oils Holdings Limited cancelled all C shares as consideration.

On 25th July 2023, as part of a further tripartite agreement, Broome Farm Holdings Limited issued 2,203,560 £1 ordinary shares in exchange for Hingley & Callow Oils Holdings Limited transferring its shareholding in Broome Farm (West Midlands) Limited to Broome Farm Holdings Limited. On the same date, Hingley & Callow Oils Holdings Limited cancelled all D shares as consideration.

On 20th September 2023, the company cancelled a further 5,000,000 £1 ordinary shares.

Each £1 ordinary share has full rights in the company with respect to voting, dividends and distributions.


HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


19.

RESERVES



Group


Retained


earnings

£   




At 1st October 2023

(1,154,903

)



Profit for the year

815,546




At 30th September 2024

(339,357

)




Company


Retained


earnings

£   




At 1st October 2023

5,635,279




Profit for the year

-



At 30th September 2024

5,635,279





The retained earnings reserve represents cumulative profits and losses net of dividends and any other adjustments.


20.

CAPITAL COMMITMENTS

2024

2023


£   

£   



Contracted but not provided for in the


financial statements

-


144,836




HINGLEY & CALLOW OILS HOLDINGS LIMITED (REGISTERED NUMBER: 14572977)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30TH SEPTEMBER 2024


21.

DIRECTORS' ADVANCES, CREDITS AND GUARANTEES



Mrs A M Callow


The group paid Mrs Callow interest of £105,637 (2023 £38,040) on her director's loan account during the year. This was calculated at 4% above bank base rates.




2024



2023




£   



£   




Amount due to related party at balance sheet date


2,307,340



2,122,474







Mrs H L Needham


The group paid  Mrs Needham interest of £5,123 (2023 £1,537) on her director's loan account during the period. This was calculated at 4% above bank base rates.




2024



2023



£   



£   




Amount due to related party at balance sheet date


219,984



339






J Callow


The group paid  Mr Callow interest of £30,105 (2023 £12,562) on his director's loan account during the period. This was calculated at 4% above bank base rates.



2024



2023



£   



£   




Amount due to related party at balance sheet date


524,837



245,604



22.

RELATED PARTY DISCLOSURES



Other related parties




During the year the group bought a property at its market value of £762,000, from its former subsidiary company, Hingley & Callow Investments Limited, in an arm's length agreement.



At 30th September 2024 the group was owed by Hingley & Callow Investments Limited,  £399 (2023 £937,577). Hingley & Callow Investments Limited's ultimate parent company  is owned by a trust of which the director Mrs A M Callow is a trustee.



At 30th September 2024 the following amounts were due from/(to) its former subsidiary companies:


£




Callow Gas Limited


(2,584,091

)



Chaddesley Garage Limited


454,376




Broome Farm (West Midlands) Limited


(482,369

)




The directors and shareholders of these companies are the same as those of the group.


23.

ULTIMATE CONTROLLING PARTY



The controlling party is Mrs A M Callow.