REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
FOR |
| HINGLEY & CALLOW OILS LIMITED |
REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
FOR |
| HINGLEY & CALLOW OILS LIMITED |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 8 |
Statement of Comprehensive Income | 12 |
Statement of Financial Position | 14 |
Statement of Changes in Equity | 15 |
Statement of Cash Flows | 16 |
Notes to the Statement of Cash Flows | 17 |
Notes to the Financial Statements | 18 |
HINGLEY & CALLOW OILS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors and Accountants |
Mountfield House |
661 High Street |
Kingswinford |
West Midlands |
DY6 8AL |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
The directors present their strategic report for the year ended 30th September 2024. |
REVIEW OF BUSINESS |
The principal activity of the company is the distribution of domestic, agricultural and industrial fuels and the sale of petrol, oils and associated products from a petrol filling station, which was transferred to a separate company during the year. |
Performance |
The key financial performance indicators are as follows: |
Continued | Total |
2024 | 2023 | 2023 |
£ | £ | £ |
Turnover | 60,190,258 | 62,040,189 | 73,248,438 |
Gross profit | 4,186,532 | 4,776,637 | 7,418,918 |
Operating profit / (loss) | 900,646 | (1,054,501 | ) | 256,120 |
Gross profit % | 6.96% | 7.70% | 10.1% |
Average number of employees | 34 | 36 | 60 |
The company has had a year of consolidation and normal trading activity following its restructure in the year 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 note 25. |
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 company 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 company and group's market share, improve efficiency, to maximise future profitability and ensure that the company and 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. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company 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 company'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 company 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 LIMITED (REGISTERED NUMBER: 12249030) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
SECTION 172(1) STATEMENT |
This S172 Statement explains how the directors |
- have engaged with employees, suppliers, customers and others; and |
- have had regard to employee interests, the need to foster the company's business relationships with suppliers, customers, and others, and the effect of the principal decisions taken by the company 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. The company 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 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. |
When making decisions, each director ensures that they act in the way they consider, in good faith, would most likely promote the company'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 2025, 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 company'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 company'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 company'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 company 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 LIMITED (REGISTERED NUMBER: 12249030) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
The need to act fairly between members of the company |
The company 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 |
In line with the UK reporting guidelines, under the new Streamlined Energy and Carbon Reporting (SECR) regulations, the company details below the UK emissions and energy consumed for the year ended 30th September 2024. |
The calculation methodologies followed the 2019 HM Government Environmental Reporting Guidelines and GHG Reporting Protocol - Corporate Standard. The 2024 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 | 680 |
Emissions from combustion fuel for heating scope 1 | tCO2e | 4 | 10 |
Emissions from purchased electricity scope 2 | tCO2e | 6 | 7 |
Emissions from business travel in employee owned vehicles at a rate of 45p per mile scope 3 | tCO2e | 11 | 9 |
Total gross emissions | 708 | 707 |
Energy consumption used to calculate the above emissions | kWh | 2,600,898 | 2,615,008 |
Intensity measurement | Turnover £M | 60.2 | 73.2 |
Intensity ratio | tCo2e/£M Turnover | 11.75 | 9.65 |
The company 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. |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
KEY PERFORMANCE INDICATORS (KPI) |
The company 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 company to measure performance are gross margin, earnings before interest and tax, evaluation of working capital, capacity, litres sold and cashflow. |
ENVIRONMENT |
The company is exposed to environmental risks due to the nature of the products it stores, transports and delivers. The sector in which the company operates is heavily regulated and monitored, and the company 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 company 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 company. The company 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 company would endeavour to ensure continued employment. |
HEALTH AND SAFETY |
The company'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 company 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 company has a very strong Balance Sheet and the directors have a reasonable expectation that the company 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: |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
The directors present their report with the financial statements of the company for the year ended 30th September 2024. |
PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of the 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. |
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. |
Other changes in directors holding office are as follows: |
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 Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HINGLEY & CALLOW OILS LIMITED |
Opinion |
| We have audited the financial statements of Hingley & Callow Oils Limited (the 'company') for the year ended 30th September 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 30th September 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HINGLEY & CALLOW OILS LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HINGLEY & CALLOW OILS 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 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. |
for and on behalf of |
Statutory Auditors and Accountants |
Mountfield House |
661 High Street |
Kingswinford |
West Midlands |
DY6 8AL |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2024 | 2024 | 2024 |
Continuing | Discontinued | Total |
Notes | £ | £ | £ |
TURNOVER | 3 |
Cost of sales | ( | ) | ( | ) |
GROSS PROFIT |
Distribution costs | ( | ) | ( | ) |
Administrative expenses | ( | ) | ( | ) |
881,648 | - | 881,648 |
Other operating income | 4 |
OPERATING PROFIT |
Interest receivable and similar income |
Interest payable and similar expenses | 6 | ( | ) | ( | ) |
PROFIT BEFORE TAXATION | 7 |
Tax on profit | 8 | ( | ) | ( | ) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME |
Income tax relating to other comprehensive income |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2023 | 2023 | 2023 |
Continuing | Discontinued | Total |
Notes | £ | £ | £ |
TURNOVER | 3 |
Cost of sales | ( | ) | ( | ) | ( | ) |
GROSS PROFIT |
Distribution costs | ( | ) | ( | ) | ( | ) |
Administrative expenses | ( | ) | ( | ) | ( | ) |
(1,077,142 | ) | 1,304,915 | 227,773 |
Other operating income | 4 |
OPERATING (LOSS)/PROFIT | ( | ) |
(1,054,501 | ) | 1,310,621 | 256,120 |
Interest receivable and similar income |
Interest payable and similar expenses | 6 | ( | ) | ( | ) |
(LOSS)/PROFIT BEFORE TAXATION | 7 | ( | ) |
Tax on (loss)/profit | 8 | ( | ) | ( | ) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( | ) |
OTHER COMPREHENSIVE INCOME |
Income tax relating to other comprehensive income |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
STATEMENT OF FINANCIAL POSITION |
30TH SEPTEMBER 2024 |
2024 | 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Stocks | 13 |
Debtors | 14 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 15 | ( | ) | ( | ) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 18 | ( | ) | ( | ) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Retained earnings | 20 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
Called up |
share | Retained | Revaluation | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1st October 2022 |
Changes in equity |
Issue of share capital | ( | ) | - | - | ( | ) |
Dividends | - | ( | ) | - | ( | ) |
Total comprehensive income | - | ( | ) |
Balance at 30th September 2023 |
Changes in equity |
Total comprehensive income | - |
Balance at 30th September 2024 |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( | ) |
Interest paid | ( | ) | ( | ) |
Tax paid | ( | ) | ( | ) |
Net cash from operating activities | ( | ) |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( | ) | ( | ) |
Sale of tangible fixed assets |
Interest received |
Net cash from investing activities | ( | ) | ( | ) |
Cash flows from financing activities |
Amount introduced by directors | 1,506,322 | 832,720 |
Amount withdrawn by directors | (822,578 | ) | (708,668 | ) |
Equity dividends paid | ( | ) |
Net cash from financing activities | ( | ) |
Decrease in cash and cash equivalents | ( | ) | ( | ) |
Cash and cash equivalents at beginning of year | 2 | 17,737,486 |
Cash and cash equivalents at end of year | 2 | 12,846,245 | 14,614,554 |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation |
Depreciation charges |
Profit on disposal of fixed assets | ( | ) | ( | ) |
Finance costs | 141,131 | 97,799 |
Finance income | (610,107 | ) | (236,006 | ) |
1,403,073 | 1,084,397 |
Decrease in stocks |
Decrease in trade and other debtors |
(Decrease)/increase in trade and other creditors | ( | ) |
Cash generated from operations | ( | ) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 30th September 2024 |
30.9.24 | 1.10.23 |
£ | £ |
Cash and cash equivalents | 12,846,245 | 14,614,554 |
Year ended 30th September 2023 |
30.9.23 | 1.10.22 |
£ | £ |
Cash and cash equivalents | 14,614,554 | 17,737,486 |
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 | ( | ) | 12,846,245 |
Total | 14,614,554 | (1,768,309 | ) | 12,846,245 |
4. | MAJOR NON-CASH TRANSACTIONS |
During the year ended 30th September 2023 company restructured via a number of non-cash transactions as detailed in note 25. Only the cash elements of these transactions have been included in the cashflow statement comparison figures. |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
1. | STATUTORY INFORMATION |
Hingley & Callow Oils Limited is a |
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. |
Preparation of consolidated financial statements |
| The financial statements contain information about Hingley & Callow Oils Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Hingley & Callow Oils Holdings Limited, Severn House, Sandy Lane Industrial Estate, Stourport-On-Severn, DY13 9QB. |
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. |
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 company 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 14 is net of the provision for doubtful debts. |
| (c) Obsolete stock - obsolete stocks are written off and removed from the stock records when identified. |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
Revenue |
Revenue from the sale of goods is recognised when the company has transferred the significant risks and rewards of ownership to the buyer and it is probable that the company 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 is recognised in accordance with the period to which it relates. |
Goodwill |
| Goodwill, being the amount paid in connection with the acquisition of three businesses, has been amortised in full over its estimated useful economic life of 10 years. |
| Goodwill that has arisen on the restructure of the company s is being amortised in full over its estimated useful economic life of 10 years. |
Tangible fixed assets |
Long leasehold | - |
Plant and machinery | - |
Motor vehicles | - |
| No depreciation has been charged on freehold property as the estimated remaining 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. |
| Impairment of assets |
| At each reporting date assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is immediately recognised in profit or loss. |
| If an impairment loss subsequently reverses, the carrying value of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal in an impairment loss is recognised immediately in profit or loss. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE 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 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 LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
| The company 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 company 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 company 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. |
Operating leases |
Gross earnings from operating leases are recognised in the profit and loss account on a straight line basis over the period of each lease. Any direct costs in arranging the leases are charged to the profit and loss account in the period in which they are incurred. |
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
2024 | 2023 |
£ | £ |
4. | OTHER OPERATING INCOME |
2024 | 2023 |
£ | £ |
Rents received |
Solar generation income | 6,910 | 11,031 |
18,998 | 28,347 |
5. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
5. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
2024 | 2023 |
Administration | 11 | 12 |
Sales and distribution | 21 | 46 |
Works | 2 | 2 |
| The company 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). |
2024 | 2023 |
£ | £ |
Directors' remuneration |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
Information regarding the highest paid director is as follows: |
2024 | 2023 |
£ | £ |
Emoluments etc |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank interest |
Other interest |
7. | PROFIT BEFORE TAXATION |
The profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Depreciation - owned assets |
Profit on disposal of fixed assets | ( | ) | ( | ) |
Goodwill amortisation |
Auditors' remuneration |
Auditors' remuneration for non audit work |
Taxation compliance services |
Operating lease rentals |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax |
Tax on profit |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
Effects of: |
Expenses not deductible for tax purposes |
Capital allowances in excess of depreciation | - | ( | ) |
Depreciation in excess of capital allowances | - |
Adjustments to tax charge in respect of previous periods | ( | ) |
Amortisation | 30,794 | 106,309 |
Change in rate of corporation tax | - | (14,198 | ) |
Total tax charge | 423,357 | 218,752 |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Cancellation of £1 ordinary shares | - | 12,000,000 |
9. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Ordinary shares shares of £1 each |
Final |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
10. | INTANGIBLE FIXED ASSETS |
Goodwill |
£ |
COST OR VALUATION |
At 1st October 2023 |
and 30th September 2024 |
AMORTISATION |
At 1st October 2023 |
Amortisation for year |
At 30th September 2024 |
NET BOOK VALUE |
At 30th September 2024 |
At 30th September 2023 |
Cost or valuation at 30th September 2024 is represented by: |
Goodwill |
£ |
Valuation in 2023 | (196,202 | ) |
Cost | 1,427,968 |
1,231,766 |
11. | TANGIBLE FIXED ASSETS |
Freehold | Long | Plant and | Motor |
property | leasehold | machinery | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
At 1st October 2023 |
Additions |
Disposals | ( | ) | ( | ) | ( | ) |
At 30th September 2024 |
DEPRECIATION |
At 1st October 2023 |
Charge for year |
Eliminated on disposal | ( | ) | ( | ) | ( | ) |
At 30th September 2024 |
NET BOOK VALUE |
At 30th September 2024 |
At 30th September 2023 |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
12. | FIXED ASSET INVESTMENTS |
Investments (neither listed nor unlisted) were as follows: |
2024 | 2023 |
£ | £ |
Debenture | 19,000 | 19,000 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-on-Severn, Worcestershire DY13 9QB |
Nature of business: |
% |
Class of shares: | holding |
| Disposal of a subsidiary |
| On 19th July 2023, as part of the group's restructuring, the company transferred its 100% share holding in Callow Gas Limited to Hingley & Callow Oils Holdings Limited via a dividend in specie, as detailed in note 25. |
| Analysis of the disposal of Callow Gas Limited: |
| Net assets at date of disposal: |
| Fair value |
| to group |
| £ |
| Goodwill | 4,438,520 |
| Fixed assets | 2,179,181 |
| Debtors | 2,292,426 |
| Stock | 196,936 |
| Cash | 852,510 |
| Creditors due within one year | (894,180 | ) |
| Deferred Taxation | (295,828 | ) |
| Net assets | 8,769,565 |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-on-Severn, Worcestershire DY13 9QB |
Nature of business: |
% |
Class of shares: | holding |
| Disposal of a subsidiary |
| On 24th July 2023, as part of the group's restructuring, the company transferred its 100% share holding in Chaddesley Garage Limited to Chaddesley Garage Holdings Limited as part of the tripartite agreement detailed in note 25. |
| Analysis of the disposal of Chaddesley Garage Limited: |
| Net assets at date of disposal: |
| Fair value |
| to group |
| £ |
| Goodwill | (17,131 | ) |
| Fixed assets | 268,373 |
| Stock | 127,074 |
| Debtors | 89,618 |
| Cash | 472,007 |
| Creditors due within one year | (546,899 | ) |
| Deferred Taxation | (9,329 | ) |
| Net assets | 383,713 |
Registered office: Severn House, Sandy Lane Industrial Estate, Stourport-on-Severn, Worcestershire DY13 9QB |
Nature of business: |
% |
Class of shares: | holding |
| Disposal of a subsidiary |
| On 25th July 2023, as part of the group's restructuring, the company transferred its 100% share holding in Broome Farm (West Midlands) Limited to Broome Farm Holdings Limited as part of the tripartite agreement detailed in note 25. |
| Analysis of the disposal of Broome Farm (West Midlands) Limited: |
| Net assets at date of disposal: |
| Fair value |
| to group |
| £ |
| Goodwill | 20,749 |
| Fixed assets | 2,170,175 |
| Debtors | 1,841 |
| Cash | 53,838 |
| Creditors due within one year | (43,043 | ) |
| Net assets | 2,203,560 |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
13. | STOCKS |
2024 | 2023 |
£ | £ |
Fuels, oils and lubricants |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade debtors |
Other debtors |
VAT |
Prepayments |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
Other creditors |
Directors' current accounts | 2,053,642 | 1,369,897 |
Accrued expenses |
16. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2024 | 2023 |
£ | £ |
Within one year |
17. | SECURED DEBTS |
Should the company seek to borrow from its bank, it carries a fixed and floating charge over all property and undertakings. The charge contains a negative pledge. |
18. | PROVISIONS FOR LIABILITIES |
2024 | 2023 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 427,095 | 355,578 |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
18. | PROVISIONS FOR LIABILITIES - continued |
Deferred |
tax |
£ |
Balance at 1st October 2023 |
Provided during year |
Balance at 30th September 2024 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary shares | £1 | 10,073,460 | 10,073,460 |
| On 18th July 2023 12,000,000 £1 Ordinary shares were cancelled to reflect the reduction in value as a result of the company restructure. See note 25. |
20. | RESERVES |
Retained |
earnings |
£ |
At 1st October 2023 |
Profit for the year |
At 30th September 2024 |
| The retained earnings reserve represents cumulative profits and losses net of dividends and any other adjustments. |
21. | CAPITAL COMMITMENTS |
2024 | 2023 |
£ | £ |
Contracted but not provided for in the |
financial statements |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
22. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| Mrs A M Callow |
| The company paid Mrs Callow interest of £105,637 (2023: £75,988) on her directors 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 | 1,308,820 | 1,123,954 |
| Mrs H L Needham |
| The company paid Mrs Needham interest of £5,123 (2023: £2,321) on her directors 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 company paid Mr Callow interest of £30,105 (2023: £19,485) on his directors 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 |
23. | RELATED PARTY DISCLOSURES |
During the year the company 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 company 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 | ) |
24. | ULTIMATE CONTROLLING PARTY |
The controlling party is Hingley & Callow Oils HoldingsLimited. |
The ultimate controlling party is |
HINGLEY & CALLOW OILS LIMITED (REGISTERED NUMBER: 12249030) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30TH SEPTEMBER 2024 |
25. | RESTRUCTURING |
On 31st March 2023 the Callow Gas, Chaddesley Garage and Broome Farm divisions were hived down to the three dormant subsidiary companies, which commenced trading on 1st April 2023. Shares were issued by each subsidiary in consideration for the net assets transferred. All new shares rank pari-passu with the existing shares and were fully paid. |
On 30th April 2023 the company became a 100% subsidiary of Hingley & Callow Oils Holdings Limited. 29,949,401 £1 Ordinary shares were issued by Hingley & Callow Oils Holdings Limited as consideration for this acquisition. All new shares rank pari passu with the existing shares and were fully paid. |
On 18th July 2023, the company cancelled 12,000,000 of its £1 ordinary shares to reflect the reduction in its value post transfer of the three trading divisions to the subsidiary companies.. On the same date, Hingley & Callow Holdings Limited redesignated its £1 ordinary shares to 8,769,566 £1 ordinary B shares, 1,018,993 £1 ordinary C shares and 2,203,560 £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 investment 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. |