REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
FOR |
CIRCLE EXPRESS LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
FOR |
CIRCLE EXPRESS LIMITED |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 7 |
Statement of Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Cash Flow Statement | 14 |
Notes to the Cash Flow Statement | 15 |
Notes to the Financial Statements | 17 |
CIRCLE EXPRESS LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
First Floor, Davidson House |
Forbury Square |
Reading |
Berkshire |
RG1 3EU |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
STRATEGIC REPORT |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
The directors present their strategic report for the period 1 April 2023 to 30 September 2024. |
REVIEW OF BUSINESS |
We aim to present a balanced and comprehensive review of the development and performance of our business during the extended period and of its position at the period end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face. |
The profit before taxation for the period 1 April 2023 to 30 September 2024 was £9,377,729 (Year to March 2023: loss of £522,320) on which there was no taxation charge (Year to 2023: £Nil). |
At the period end the Company had a shareholders' deficit of £2,617,463 (2023: deficit £11,995,192) and no distributable reserves. |
The Company was acquired by the new owners in September 2023 from the TVS Group. Since the acquisition the business has been the subject of a significant restructure in all areas of operations, systems and administration. This has resulted in the business now being well placed to continue the expansion of its operations in the coming years and to improved profitability. |
The Company's primary sector is air freight, however they are continuing further diversification to other market sectors resulting in new business wins in the year and an overall increase in demand for the Company's core services. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks facing the business are similar for all companies within the market in which the Company operates. These risks are considered to be the level of competition for new contracts and pressures on pricing. |
The Directors manage these risks by detailed and regular monitoring of turnover and gross margins, as well as regular employee engagement programmes and communications. The Directors consider that the Company is well placed for future growth. |
The Company continues to diversify into new sectors with demand for heavy, awkward and dangerous consignments in the UK. During the period new contracts were secured in the retail sector. The Company has seen continued growth in trading with customers adapting their UK/EU supply chains during the period. |
Retention of employees is fundamental to the success of the Company. The Company's success is driven by its employees and the Company continues to ensure this is recognised. |
With the current rate of inflation there remains cost pressure on the Company. The Company has identified energy, transport and employee costs as key areas of concern and are constantly reviewing these following the reorganisation. These risks are to be mitigated by implementing process improvements and fostering innovation to enhance efficiency. |
Throughout the period of reorganisation the Company has improved month on month and the Directors believe this will lead to the company returning to a strong financial position. |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
STRATEGIC REPORT |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
KEY PERFORMANCE INDICATORS |
The Company considers its key performance indicators (KPIs) to be that of turnover and gross profit. |
Turnover for the period from 1 April 2023 to 30 September 2024 was £34,668,887 (Year to March 2023: £27,232,818). |
Gross profit for the period from 1 April 2023 to 30 September 2024 was £5,137,307 (Year to March 2023: £4,021,449). |
The turnover of the Company for the period increased from the previous year mainly as a result of increased volumes in Air Freight, higher feet utilisation and new business from existing customers and in new market sectors. |
ON BEHALF OF THE BOARD: |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
The directors present their report with the financial statements of the company for the period 1 April 2023 to 30 September 2024. |
The comparatives cover the 12 month period 1 April 2022 to 31 March 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the Company continued to be that of express logistics and distributions services. |
DIVIDENDS |
No dividends will be distributed for the period ended 30 September 2024. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors who have held office during the period from 1 April 2023 to the date of this report are as follows: |
FINANCIAL INSTRUMENTS |
The Company's principal financial instruments during the year comprised cash, bank loans and various non-derivative financial instruments such as trade debtors and trade creditors that arise directly from its operations. |
It is and has been throughout the period under review, the Company's policy that no trading in financial instruments be undertaken. |
The Company uses financial instruments to manage financial and commercial risk wherever it is appropriate to do so. The main risks arising from the company's financial instruments ar interest rate risk, liquidity/cash flow risk and credit risk. The Company does not face significant currency risk since all of its operations are UK based and all transactions are denominated in Sterling. |
Interest rate risk |
The Company finances its operations by a mixture of retained profits and bank borrowings. Interest rate risk therefore arises on the bank borrowings. |
Currency risk |
The Company does not face significant currency risk since all of its operations are UK-based and the transactions are denominated in Sterling. |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
Liquidity risk/cash flow risk |
During the period, the company's policy was to ensure continuity through short term debt factoring support. |
Credit risk |
Credit risk arises from the possibility of customers and counterparties failing to meet their obligations to the Company. Debtor balances are monitored on an ongoing basis and provision is made for doubtful debts. At the reporting date, debtors which are not impaired are believed to be recoverable. |
POLITICAL DONATIONS AND EXPENDITURE |
The Company made no political contributions during the period (Year to 2023: £Nil). |
FUTURE DEVELOPMENTS |
The Company continues to focus on further diversification of the market sector, new business wins and increase in demand for the Company's core services. |
EMPLOYEES |
The Company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interest. |
ENVIRONMENT |
The Company recognises the importance of its environmental responsibilities, monitors its impact on the environment and designs and implements policies to reduce any damage that might be caused by the Company's activities. Initiatives designed to minimise the company's impact on the environment include improving our energy efficiency, reducing the amount of CO2 emissions by switching from conventional to renewable energy sources and minimising the consumption of water the production of waste (both hazardous and non-hazardous). |
GOING CONCERN |
In determining whether the Company's annual financial statements can be prepared on a going concern basis, the Directors have considered the Company's business activity, together with the factors likely to affect its future development, performance and position. The review also includes future cashflow, liquidity position and borrowing facilities. |
The Directors confirm that after, due consideration they have a reasonable expectation that the Company has adequate resources to continue in business to at least 30 September 2026. Accordingly, the annual report and financial statements for the period 30 September 2024 have been prepared on a going concern basis. |
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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
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. |
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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
Cooper Parry were appointed as auditor to the Company in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CIRCLE EXPRESS LIMITED |
Opinion |
We have audited the financial statements of Circle Express Limited (the 'company') for the period ended 30 September 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 30 September 2024 and of its profit for the period 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. |
Material uncertainty relating to going concern |
We draw attention to Note 2 in the financial statements, which states that the Directors are satisfied that the Company has the resource to continue in business for the foreseeable future based on the current state of the balance sheet, future projections of profitability, cash flows and the long-term strategy of the business. The businesses strategy covers the key steps to return to profitability and to continue as a going concern. The Director's forecast includes a predicted growth in turnover based on estimated contract values and a program of cost cutting exercises which could not be substantiated at the date of completing the audit. The above conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. |
Our opinion is not modified in respect of this matter. 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 at this time. 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CIRCLE EXPRESS LIMITED |
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. |
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 pages five and 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 |
CIRCLE EXPRESS 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: |
We obtained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the Companies Act 2006 and relevant tax compliance regulations in the UK. |
We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management. |
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included: |
- | Challenging assumptions and judgements made by management in its significant accounting estimates; |
- | Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations; |
- | Confirming with management whether they have knowledge of any actual, suspected or illegal fraud; |
- | Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud. |
These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance with all laws and regulations. |
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 |
CIRCLE EXPRESS 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 Auditor |
First Floor, Davidson House |
Forbury Square |
Reading |
Berkshire |
RG1 3EU |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
STATEMENT OF COMPREHENSIVE INCOME |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
Notes | £ | £ |
TURNOVER | 4 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING LOSS | 6 | ( |
) | ( |
) |
Cost of fundamental |
reorginisation | 7 |
9,452,595 | (367,482 | ) |
Interest payable and similar expenses | 8 |
PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
Tax on profit/(loss) | 9 |
PROFIT/(LOSS) FOR THE FINANCIAL PERIOD |
( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
BALANCE SHEET |
30 SEPTEMBER 2024 |
2024 | 2023 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 12 |
CURRENT ASSETS |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings | 21 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 March 2023 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - |
Balance at 30 September 2024 | ( |
) | ( |
) |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
CASH FLOW STATEMENT |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) | ( |
) |
Interest element of hire purchase payments paid |
( |
) |
( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Sale of tangible fixed assets |
Net cash from investing activities | ( |
) |
Cash flows from financing activities |
New loans in year |
Hire purchase repayments | ( |
) | ( |
) |
Amount introduced by directors | 300,000 | - |
Net cash from financing activities | ( |
) |
Decrease in cash and cash equivalents | ( |
) | ( |
) |
Cash and cash equivalents at beginning of period |
2 |
1,389,112 |
Cash and cash equivalents at end of period |
2 |
( |
) |
63,757 |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE CASH FLOW STATEMENT |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
£ | £ |
Profit/(loss) before taxation | ( |
) |
Depreciation charges |
Movement in provision | 332,314 | 171,511 |
Cost of fundamental reorganisation | (17,173,105 | ) | - |
Finance costs | 74,866 | 154,838 |
(6,870,468 | ) | 273,144 |
Decrease/(increase) in trade and other debtors | ( |
) |
Increase in trade and other creditors |
Cash generated from operations | ( |
) | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 30 September 2024 |
30/9/24 | 1/4/23 |
£ | £ |
Cash and cash equivalents | 100,746 | 63,757 |
Bank overdrafts | ( |
) |
(809,096 | ) | 63,757 |
Year ended 31 March 2023 |
31/3/23 | 1/4/22 |
as restated |
£ | £ |
Cash and cash equivalents | 63,757 | 1,389,112 |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE CASH FLOW STATEMENT |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1/4/23 | Cash flow | At 30/9/24 |
£ | £ | £ |
Net cash |
Cash at bank | 63,757 | 36,989 | 100,746 |
Bank overdrafts | - | (909,842 | ) | (909,842 | ) |
63,757 | ( |
) | (809,096 | ) |
Debt |
Finance leases | (399,438 | ) | 244,508 | (154,930 | ) |
(399,438 | ) | 244,508 | (154,930 | ) |
Total | (335,681 | ) | (628,345 | ) | (964,026 | ) |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
1. | STATUTORY INFORMATION |
Circle Express Limited is a |
The financial statements are presented in sterling (£) which is the functional currency of the company and rounded to the nearest £. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements for the period ended 30 September 2024 are the first that are prepared in accordance with FRS 102. The previous financial statements were prepared in accordance with FRS 101, the date of transition to FRS 102 is 1 April 2023. Please see Note 11 for details of restatement. |
The financial statements are for a period of 18 months and the previous period is for 12 months, as a result the comparative information is not directly comparable. |
Going concern |
The financial statements are prepared on a going concern basis as the Directors are satisfied that the company has the resource to continue in business for the foreseeable future (which has been taken as 12 months from the date of approval of the financial statements). In making this assessment, the Directors have considered a wide range of information relating to present and future conditions, including the current state of the balance sheet, future projections of profitability, cash flows and the long-term strategy of the business. |
On the 26th June 2025, S Sharma capitalised £300,000 of loan debt into 300,000 or ordinary A shares of £1 each. The capitalisation of the above debt was part of the Directors strategy for the long term growth of the business. |
The company's forecasts and projections show that it will be able to operate with adequate levels of liquidity and funding for the foreseeable future. The Directors have a strategy to reduce costs and increase volumes through the business's existing infrastructure/network In this financial period a substantial reorganisation has been completed and the business has seen a significant reduction in the net liabilities of the company. The Directors consider the turnover targets and costs cutting exercises to be realistic and achievable, however, taking into consideration the historical losses incurred, they accept the existence of a material uncertainty in respect of ability of the company to continue as a going concern should the plans not come to fruition. |
Turnover |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
Rendering of services |
Turnover from contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- | the amount of revenue can be measured reliably; |
- | It is probable that the company will receive the consideration due under the contract; |
- | the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
- | the costs incurred and the costs to complete the contract can be measured reliably. |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimates useful life, if held under a finance lease, over the lease term, whichever is the shorter. |
Improvements to property | - | Over the period of the lease |
Fixtures and fittings | - | 10% straight line effective 1 April 2022 |
Motor vehicles | - | 20% straight line effective 1 April 2022 |
Assessing indicators of impairment |
In assessing whether there have been indicators of impaired assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairment identified during the current financial year. |
Taxation |
Taxation for the period 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 balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 period 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. |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Operating leases |
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term, except where the year to the review date on which the rent is first expected to be adjusted to the prevailing market rate is shorter than the full lease term, in which case the shorter year is used. |
The company has sub-leased certain leased properties to third parties. These sub-leases are classified as operating leases, as the risks and rewards of ownership are not substantially transferred to the sub-lessees. Income from operating leases (including sub-leases) is recognised on a straight-line basis over the lease term. |
Hire purchase |
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of comprehensive income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The amount charged to the profit and loss account represents the contributions payable to the scheme in respect of the accounting. |
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 three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
Borrowings |
Borrowings are initially recognised at the transaction price, including transaction costs, and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges. |
Provisions |
Provisions are recognised when the company has an obligation at the reporting date as a result of a past event which it is probable will result in the transfer of the economic benefits and that obligation can be estimated reliably. |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
3. | SIGNIFICANT JUDGEMENTS AND ESTIMATES |
The company is often required to make estimates and assumptions regarding the future. The estimates will, by definition, rarely equal the actual results achieved. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below. Estimates and judgments are continually re-assessed and are based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Depreciation rates |
The company depreciates its assets over their estimated useful lives, as more fully described in the accounting policies for property, plant and equipment. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes. |
Dilapidation provision |
Provisions are liabilities of uncertain timing or amount. At the balance sheet date, the company reviews its obligations and estimates the provision required. This involves significant judgement and estimation. The main assumption relates to the expected future cost of settling the obligation and the timing of the expenditure. Any changes in these assumptions could have a significant impact on the carrying amount of the provision. |
4. | TURNOVER |
All turnover and operating profit/(loss) is generated from the principal activity of the company in the United Kingdom. |
5. | EMPLOYEES AND DIRECTORS |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the period was as follows: |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
Administration | 32 | 57 |
Warehouse and distribution | 202 | 179 |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
5. | EMPLOYEES AND DIRECTORS - continued |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
£ | £ |
Directors' remuneration |
6. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
Period 1/4/23 to 30/9/24 | Year Ended 31/3/23 |
as restated |
£ | £ |
Other operating leases | 2,508,977 | 1,670,751 |
Depreciation - owned assets | 517,728 | 469,953 |
Auditors' remuneration | 54,071 | 55,500 |
7. | EXCEPTIONAL ITEMS |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
£ | £ |
Cost of fundamental |
reorginisation |
During the period, the company left the TVS Supply Chain Solutions Limited Group and certain balances due to the former owner were written off in the period. The impact of exiting the group has been disclosed as a cost of fundamental reorganisation. |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
£ | £ |
Hire purchase |
Interest on Intercompany Loan |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
9. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period ended 30 September 2024 nor for the year ended 31 March 2023. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1/4/23 |
to | Year Ended |
30/9/24 | 31/3/23 |
as restated |
£ | £ |
Profit/(loss) before tax | ( |
) |
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Income not taxable for tax purposes | ( |
) |
Depreciation | 129,432 | 89,291 |
Tax losses carried forward | 1,819,412 | 9,950 |
Total tax charge | - | - |
10. | PRIOR YEAR ADJUSTMENT |
The previous years financial statements excluded provision for dilapidations in respect of leased premises. A provision for dilapidations is required to present the financial statements on a true and fair basis. |
The financial impact of the prior year adjustment was to decrease retained earnings at 1 April 2022 by £1,449,265 and increase provisions for dilapidations by £1,449,265. The profit reported in the year to 31 March 2023 was reduced by £171,511, the costs of which was disclosed as an increase in administrative expenses. Retained earnings at 31 March 2023 decreased by £1,620,776. The comparatives have been restated. |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
11. | TRANSITION TO FRS 102 |
For the financial period ended 30th September 2024, the company has transitioned from preparing its financial statements in accordance with FRS 101 - Reduced Disclosure Framework to FRS 102 - The Financial Reporting Standard applicable in the UK and Republic of Ireland. |
The transition to FRS 102 has been applied retrospectively in accordance with Section 35 of FRS 102 - Transition to this FRS. As a result, the comparative figures for the prior year, which were previously prepared under FRS 101, have been restated to comply with the recognition, measurement, and presentation requirements of FRS 102. |
The tables summarises the impact of adopting the FRS 102 on the company's balance sheet as at 31 March 2023 and its statement of comprehensive Income for the year ended 31 March 2023. |
Reconciliation of equity |
1 April 2022 |
(Date of Transition to FRS 102) |
FRS 101 |
Effect of transition to FRS 102 |
Prior year adjustments |
FRS 102 |
£ | £ | £ | £ |
ASSETS |
Owned tangible assets | 843,836 | - | - | 843,836 |
Owned right of use assets | 5,406,000 | (5,406,000 | ) | - | - |
Debtors: Amounts falling due > one year | 233,012 | - | - | 233,012 |
6,482,848 | (5,406,000 | ) | - | 1,076,848 |
CURRENT ASSETS |
Debtors: amounts fall due < one year | 9,974,266 | - | - | 9,974,266 |
Cash at bank in hand | 63,757 | - | - | 63,757 |
10,038,023 | - | - | 10,038,023 |
CREDITORS |
Amounts falling due within one year | (22,077,640 | ) | 846,249 | - | (21,231,391 |
NET CURRENT LIABILITIES | (12,039,617 | ) | 846,249 | - | (11,193,368 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
(5,556,769 |
) |
(4,559,751 |
) |
- |
(10,116,520 |
CREDITORS |
Amounts falling due > one year | (4,927,231 | ) | 4,704.335 | - | (222,896 |
PROVISIONS FOR LIABILITIES | - | - | (1,620,776 | ) | (1,620,776 |
NET LIABILITIES | (10,484,000 | ) | 144,854 | (1,620,776 | ) | (11,960,192 |
CAPITAL AND RESERVES |
Called up share capital | 35,000 | - | - | 35,000 |
Retained earnings | (10,519,000 | ) | 144,584 | (1,620,776 | ) | (11,995,192 |
SHAREHOLDERS' FUNDS | (10,484,000 | ) | 144,584 | (1,620,776 | ) | (11,960,192 |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
Reconciliation of equity - continued |
FRS 101 |
Effect of transition to FRS 102 |
Prior year adjustments |
FRS 102 |
£ | £ | £ | £ |
REVENUE | 27,232,818 | - | - | 27,232,818 |
Cost of sales | (22,353,000 | ) | (858,369 | ) | - | (23,211,369 |
GROSS PROFIT | 4,879,818 | (858,369 | ) | - | 4,021,449 |
Administrative expenses | (4,991,000 | ) | 773,580 | (171,511 | ) | (4,388,931 |
OPERATING LOSS | (111,182 | ) | (84,789 | ) | (171,511 | ) | (367,482 |
Interest payable | (652,000 | ) | 497,162 | - | (154,838 |
LOSS BEFORE TAXATION | (763,182 | ) | 412,373 | (171,511 | ) | (522,320 |
Tax on loss | - | - | - | - |
LOSS FOR THE FINANCIAL YEAR | (763,182 | ) | 412,373 | (171,511 | ) | (522,320 |
12. | TANGIBLE FIXED ASSETS |
Fixtures |
Improvements | and | Motor |
to property | fittings | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 1 April 2023 |
Additions |
At 30 September 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for period |
At 30 September 2024 |
NET BOOK VALUE |
At 30 September 2024 |
At 31 March 2023 |
The net book value of assets held under hire purchase agreements at the period end is £49,333 (2023: £274,303). |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
13. | DEBTORS |
2024 | 2023 |
as restated |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Other debtors |
Deferred tax asset |
Prepayments and accrued income |
Amounts falling due after more than one year: |
Other debtors |
Aggregate amounts |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
as restated |
£ | £ |
Bank loans and overdrafts (see note 16) |
Hire purchase contracts (see note 17) |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
VAT | 266,903 | 211,172 |
Other creditors |
Accruals and deferred income |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
as restated |
£ | £ |
Hire purchase contracts (see note 17) |
Directors' loan accounts | 300,000 | - |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
2024 | 2023 |
as restated |
£ | £ |
Amounts falling due within one year or on demand: |
Bank overdrafts |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire purchase | contracts |
2024 | 2023 |
as restated |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
Non-cancellable |
operating leases |
2024 | 2023 |
as restated |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
The company leases out property under operating leases. The future minimum lease payments receivable under operating leases are as follows: |
Operating leases |
receivable |
2024 | 2023 |
as restated |
£ | £ |
Within one year | 334,003 | 417,780 |
Between one and five years | - | 487,410 |
In more than five years | - | - |
334,003 | 905,190 |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
2024 | 2023 |
as restated |
£ | £ |
Bank overdrafts | 909,842 | - |
The bank loans and overdrafts disclosed under creditors falling due within one year are secured by an all asset debenture dated 19 June 2024. |
19. | PROVISIONS FOR LIABILITIES |
2024 | 2023 |
as restated |
£ | £ |
Other provisions | 1,953,090 | 1,620,776 |
Deferred tax |
£ |
Balance at 1 April 2023 | ( |
) |
Balance at 30 September 2024 | ( |
) |
Other provisions represent the expected future costs of settling dilapidation obligations. |
20. | CALLED UP SHARE CAPITAL |
The Ordinary A and Ordinary B Shares are separate classes of shares for the purpose of the declaration of dividends. The declaration of a dividend in respect of one class of share shall not compel a dividend at the same rate to be declared in respect of any other class of share. In all other respects, the Ordinary A and Ordinary B shares rank equally. |
21. | RESERVES |
Retained |
earnings |
£ |
At 1 April 2023 | ( |
) |
Profit for the period |
At 30 September 2024 | ( |
) |
22. | RELATED PARTY DISCLOSURES |
At the period end amounts due to directors totalled £300,000 (2023: £Nil). The Directors have confirmed that this amount will not be withdrawn from the business in a period of less than twelve months from approval of the financial statements. |
Remuneration paid to other related parties in the period totalled £Nil (2023: £Nil). |
CIRCLE EXPRESS LIMITED (REGISTERED NUMBER: 02265791) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024 |
23. | POST BALANCE SHEET EVENTS |
Subsequent to the reporting date, on 20th February 2025, Oneworld Mobility Limited, formerly known as Winever Industrial Enterprises (Uk) Limited completed the sale of its entire shareholding in Circle Express Limited to S Sharma, a transaction that resulted in a change of control. As a result, Circle Express Limited is no longer a subsidiary of Oneworld Mobility Limited. |
On the 26th June 2025, S Sharma capitalised £300,000 of loan debt into 300,000 or ordinary A shares of £1 each. The capitalisation of the above debt was part of the Directors strategy for the long term growth of the business. |
24. | ULTIMATE CONTROLLING PARTY |
For the period from 1st April 2023 to 29th September 2023, the ultimate controlling party was TVS Supply Chain Solutions Limited, a company based in India. From the 30th September 2023 onwards the ultimate controlling party was Oneworld Mobility Limited, formerly known as Winever Industrial Enterprises (Uk) Limited, a company incorporated in England. |
After the end of the financial year, Winever Industrial Enterprises (Uk) Limited sold their shares to S Sharma who became the ultimate controlling party. |