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Registered number: 01885833












KESSLER GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 

KESSLER GROUP LIMITED

CONTENTS



Page
Balance sheet
 
1 - 2
Notes to the financial statements
 
3 - 13



 
REGISTERED NUMBER:01885833
KESSLER GROUP LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
-
29,101

  
-
29,101

Current assets
  

Debtors: amounts falling due within one year
 5 
4,386,198
1,232,139

Current asset investments
 6 
3,915,720
14,678,108

Cash at bank and in hand
  
7,913,988
11,145,530

  
16,215,906
27,055,777

Creditors: amounts falling due within one year
 7 
(9,161,188)
(20,401,486)

Net current assets
  
 
 
7,054,718
 
 
6,654,291

Total assets less current liabilities
  
7,054,718
6,683,392

Creditors: amounts falling due after more than one year
 8 
(150)
(150)

  

Net assets
  
7,054,568
6,683,242


Capital and reserves
  

Called up share capital 
 11 
899,850
899,850

Share premium account
 12 
177,535
177,535

Profit and loss account
 12 
5,977,183
5,605,857

Total equity
  
7,054,568
6,683,242


Page 1


 
REGISTERED NUMBER:01885833
KESSLER GROUP LIMITED
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Screen
Director

Date: 27 June 2025

The notes on pages 3 to 13 form part of these financial statements.

Page 2

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Kessler Group Limited is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

  
2.3

Prior year adjustment

The company has restated its comparative figures for the year ended 31 December 2023 and its brought forward profit and loss account reserves as at 1 January 2024. An explanation of the adjustment together with the financial impact is set out in Note 13.

 
2.4

Revenue

Revenue comprises management fee income to provide head office services to connected companies and is recognised in the period in which the services are provided. 
Revenue is recognised to the extent that is probable that the company will receive the consideration due under the contract and the amount of revenue can be measured reliably. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax.
The company has reclassified £2,317,660 of other operating income reported in the prior year to turnover. This reclassification has been made to more accurately reflect the nature of the income as part of the company's principal revenue-generating activities.

Page 3

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is provided on the following basis:

Motor vehicles
-
20%
straight line
Computer equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.

 
2.6

Valuation of current asset investments

Investments in current asset investments are measured at cost less accumulated impairment.

 
2.7

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.

Page 4

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.8

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including other debtors, cash and bank balances, and amounts owed by related undertakings are initially recognised at transaction price.
Financial liabilities
Basic financial liabilities, including trade and other creditors, amounts owed to related undertakings and shares that are classified as debt, are initially recognised at transaction price.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
 
Page 5

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Financial instruments (continued)
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.9

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.10

Pensions

The company is a participating employer in a defined benefit scheme of a related company, BDM Logistics and Management Limited.
The scheme is akin to a group plan under which the net defined benefit cost and liability is recognised in the financial statements of BDM Logistics and Management Limited as at 31 December 2024 as the entity legally responsible for the plan.
The company also makes contributions to a personal pension scheme on behalf of employees. The pension costs are charged to the profit and loss account as they are payable. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

 
2.11

Interest receivable

Interest receivable is recognised in profit or loss using the effective interest method.

  
2.12

Other finance income

Other finance income is recognised in profit or loss using the effective interest method.

  
2.13

Share capital

Ordinary shares are classified as equity.
 
Page 6

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


3.


Employees

The average monthly number of employees, including directors, during the year was 13 (2023 - 14).

Page 7

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Tangible fixed assets





Motor vehicles
Computer equipment
Total

£
£
£



Cost


At 1 January 2024
58,793
3,282
62,075


Disposals
(41,573)
-
(41,573)



At 31 December 2024

17,220
3,282
20,502



Depreciation


At 1 January 2024
29,692
3,282
32,974


Charge for the year
5,543
-
5,543


Disposals
(18,015)
-
(18,015)



At 31 December 2024

17,220
3,282
20,502



Net book value



At 31 December 2024
-
-
-



At 31 December 2023
29,101
-
29,101



Page 8

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Debtors

2024
2023
£
£


Amounts owed by related undertakings
4,081,277
885,149

Other debtors
6,423
9,133

Prepayments and accrued income
298,498
337,857

4,386,198
1,232,139



6.


Current asset investments

2024
2023
£
£

Current asset investments
3,915,720
14,678,108



7.


Creditors: amounts falling due within one year

As restated
2024
2023
£
£

Trade creditors
295,988
319,911

Amounts owed to related undertakings
8,154,800
19,067,692

Corporation tax
273,730
140,720

Other taxation and social security
308,656
345,606

Other creditors
10,364
465,697

Accruals and deferred income
117,650
61,860

9,161,188
20,401,486



8.


Creditors: amounts falling due after more than one year

2024
2023
£
£

Share capital treated as debt
150
150


Disclosure of the terms and conditions attached to the non-equity shares is made in note 11.

Page 9

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Pension commitments

The company, together with BDM Logistics and Management Limited, a company under common control, operate a defined benefit pension scheme, known as Kesslers Group Pension Plan which is accounted for in the financial statements of BDM Logistics and Management Limited.
A company under common control, Kessler (AW) Limited, granted the pension plan a first legal charge over its leasehold property.
In 2022, the company, settled the full liability on the pension scheme with the aim all assets and liabilities of the scheme will be transferred to an insurance company through the purchase of relevant insurances. The process is expected to be completed in 2025. The first legal charge over the leasehold property owned by Kessler (AW) Limited was satisfied on 10 March 2025.
The most recent informal actuarial valuation showed the present value of plan assets of £47,000 (2023: £89,000), present value of plan liabilities of £49,000 (2023: £49,000), resulting in net pension scheme liabilities of £2,000 (2023: £49,000 net pension scheme assets).
The company or BDM Logistics and Management Limited will settle all expenses of administration and management of the scheme together with levies payable to the Board of the Pensions Protection Fund, as and when they fall due. Members do not contribute to the scheme. The pension plan is closed to new members and future accrual.

10.
Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures"  from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:




Relationship

Transaction

Amount
Amount due (to)/from related parties




2024
 
2023 
2024 
2023 




£
 
£ 
£ 
£ 



Companies under common control
Management charge
1,860,340
2,317,660
-
-


Amounts payable
-
-
(8,154,800)
(19,067,692)



Amounts receivable
-
-
4,081,277
885,149



Directors
Amounts payable
-
-
-
(454,027)


Amounts owed to related parties are unsecured, interest free and due for repayment within one year.
A close family member of the directors received £50,000 in respect of consultancy services.

Page 10

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



899,850 (2023 - 899,850) Ordinary shares of £1.00 each
899,850
899,850

2024
2023
£
£
Shares classified as debt

Allotted, called up and fully paid



150 (2023 - 150) Management shares of £1.00 each
150
150


Each ordinary share carries the right to one vote and to participate in all of the profits of the company distributed by dividend or otherwise and to all profits and surpluses on a winding up.
Each management share carries the right to 100,000 votes and to the repayment of capital on a winding up ranking pari passu with the ordinary shares. A management share does not carry any right to participate in profits of the company distributed by dividend or otherwise or to participate in any profit or surplus on a winding up. The management shares are classified as non-equity and are included within creditors due after more than one year (note 8). 


12.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 11

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.

Prior year adjustment

The comparative amounts in the prior period presented have been restated. The prior year adjustment arose as a result of an error in the classification of the other finance income as gain on revaluation of investments, and the related corporation tax treatment, which has been rectified.
Changes to the company profit and loss account
                                                                                                               Year ended 31 December 2023


As previously reported
Adjustment
As restated

£
£
£

Gain on revaluation of listed investments
 769,665
 (769,665)
 -

Other finance income
 -
 769,665
 769,665

Profit before taxation
 428,111
 -
 428,111

Tax on profit
 -
 (140,720)
 (140,720)

Profit for the financial year
 428,111
 (140,720)
 287,391

 
 
 

Changes to the company balance sheet
                                                                                                                         At 31 December 2023


As previously reported
Adjustment
As restated

£
£
£

Creditors: amounts falling due within one year
 
 
 

Corporation tax payable
 -
 (140,720)
 (140,720)

Capital and reserves
 
 
 

Profit and loss account
 5,746,577
 (140,720)
 5,605,857

 
 
 

Reconciliation of changes in company equity


31 December 2023

£

Equity as previously reported
 6,823,962

Adjustments to prior year
 

Gain on revaluation of listed investments
 (769,665)

Other finance income
 769,665

Taxation
 (140,720)

 

Equity as adjusted
 6,683,242
Page 12

 

KESSLER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 27 June 2025 by Christopher Shepherd (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 13