Company registration number 01986549 (England and Wales)
CARVER CLIMATE SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CARVER CLIMATE SYSTEMS LIMITED
COMPANY INFORMATION
Directors
Mr A D Killeen
Mr N M Pragg
(Appointed 10 January 2024)
Company number
01986549
Registered office
15 Northgate
Aldridge
Walsall
West Midlands
WS9 8QD
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
CARVER CLIMATE SYSTEMS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
CARVER CLIMATE SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
The company’s profit on ordinary activities after tax has increased from a profit of £9,655,000 in 2023 to a profit of £13,333,000 in 2024. This is following an increase in dividends received from shares in group undertakings which has increased from £10,534,000 in 2023 to £14,404,000 during the year.
Principal risks and uncertainties
The company and the Carver Climate Systems group continues to execute strategies to optimise business opportunities and minimise exposure to principal risks and uncertainties.
With the broad geographical spread of the group's operations, there is a potential risk of financial loss or damage to our reputation resulting from inadequate or failed internal processes and systems, or the actions of people or external events. The Carver Climate Systems group manages these potential risks through appropriate controls and loss mitigation actions.
Examples include:
regular review of the performance against budgets and forecasts;
ensuring that exposure to foreign exchange variances is limited through prompt payment of intergroup current accounts and managing currency balances as appropriate;
carrying out regular reviews of the principal suppliers and customers of the group, and ultimately, how each impacts the group's business and strategies;
taking sufficient insurance cover, including but not limited to, business interruption insurance;
maintaining appropriate disaster recovery plans for all major sites; and
maintaining rigorous data back-up policies and procedures.
The Board and management teams continue to monitor potential risk areas and adjust tactical and strategic plans accordingly to protect our businesses.
Pro-active working capital management and analysis of historic and anticipated trading patterns assist the Board in it's decision making. Financial reviews are taken at Board and management levels to analyse and understand current and future results.
The group and company's personnel are a major element within the business and play a key role in managing the growth and associated risk. It is important that the group and company succeeds in attracting, developing and retaining qualified, experienced and motivated staff.
The Board of Directors and management of the group and company accepts its collective responsibility in providing health and safety leadership and regards the effective management of health and safety risks as key to the fulfilment of the group and company's business objectives.
Key performance indicators
Key performance indicators are used to measure and evaluate the Carver Climate Systems group's performance against targets and monitor various activities during the year. The main key performance indicators employed in the group include:
achieving revenue and profit targets;
meeting agreed milestones on existing project opportunities;
developing the core customer base; and
identifying and securing new customers and new markets.
The above Key Performance Indicators are monitored by the Board to ensure that they are progressing as planned and in a timely manner.
CARVER CLIMATE SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Quality assurance
The main group trading activities operate under BS EN ISO:9002 accreditation for Quality Management Systems. All group companies have achieved acceptance under the BS EN ISO:9002:2000. In addition, group companies also embrace a wider ethic of continuous improvement.
Promoting the success of the company
Under Section 172 of the Companies Act 2006 (“s172”), a director must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members, as a whole, and in doing so have regard to:
the likely consequences of any decision in the long-term,
the interests of the company's employees,
the need to foster the company's business relationships with suppliers, customers and others,
the impact of the company's operations on the community and the environment,
the desirability of the company maintaining a reputation for high standards of business conduct, and
the need to act fairly as between members of the company.
The Board considers the interests of the company's stakeholders in its decision- making and understands the importance of taking into account their views and considers the impact of the company's activities on the community, environment and its reputation.
Mr N M Pragg
Director
24 July 2025
CARVER CLIMATE SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of an intermediary holding company within the group headed by the ultimate controlling party Carver Group Limited. The company is the holding company for wholly-owned subsidiaries selling Biddle, Thermoscreen and Applied Comfort branded products throughout Europe and North America.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr A D Killeen
Mr N M Pragg
(Appointed 10 January 2024)
Auditor
UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The financial statements are prepared on a going concern basis as the directors have a reasonable expectation that the company has adequate resources and parental company support to continue in operational existence for the foreseeable future. Please see the detailed disclosure on Going Concern in the Basis of Preparation section of the notes to the accounts.
On behalf of the board
Mr N M Pragg
Director
24 July 2025
CARVER CLIMATE SYSTEMS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors are responsible for preparing the annual report 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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.
CARVER CLIMATE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARVER CLIMATE SYSTEMS LIMITED
- 5 -
Opinion
We have audited the financial statements of Carver Climate Systems Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 31 December 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.
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 Auditor's 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
CARVER CLIMATE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARVER CLIMATE SYSTEMS LIMITED (CONTINUED)
- 6 -
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 directors' report.
We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement, 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 is 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.
Auditor's 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 an auditor's report 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and ISO standards;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
CARVER CLIMATE SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARVER CLIMATE SYSTEMS LIMITED (CONTINUED)
- 7 -
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 an auditor's report 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.
Mr John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young, Statutory Auditor
Chartered Accountants
Newport
Gwent
United Kingdom
24 July 2025
CARVER CLIMATE SYSTEMS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£'000
£'000
Turnover
3
830
808
Administrative expenses
(596)
(634)
Operating profit
4
234
174
Income from shares in group undertakings
6
14,404
10,534
Interest receivable from group undertakings
6
42
77
Interest payable and similar expenses
7
(1,478)
(1,351)
Profit before taxation
13,202
9,434
Tax on profit
9
131
221
Profit for the financial year
13,333
9,655
The profit and loss account has been prepared on the basis that all operations are continuing operations.
CARVER CLIMATE SYSTEMS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£'000
£'000
Profit for the year
13,333
9,655
Other comprehensive income
-
-
Total comprehensive income for the year
13,333
9,655
CARVER CLIMATE SYSTEMS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
10
539
555
Investments
11
39,158
39,369
39,697
39,924
Current assets
Debtors
13
996
2,213
Cash at bank and in hand
1,715
983
2,711
3,196
Creditors: amounts falling due within one year
14
(6,146)
(20,191)
Net current liabilities
(3,435)
(16,995)
Net assets
36,262
22,929
Capital and reserves
Called up share capital
15
261
261
Share premium account
1,093
1,093
Equity reserve
7,985
7,985
Capital redemption reserve
212
212
Other reserves
56
68
Profit and loss reserves
26,655
13,310
Total equity
36,262
22,929
The financial statements were approved by the board of directors and authorised for issue on 24 July 2025 and are signed on its behalf by:
Mr A D Killeen
Director
Company registration number 01986549 (England and Wales)
CARVER CLIMATE SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Merger reserve
Capital redemption reserve
Biddle ESOP
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
261
1,093
7,985
212
72
3,651
13,274
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
-
-
9,655
9,655
Transfers
-
-
-
-
(4)
4
-
Balance at 31 December 2023
261
1,093
7,985
212
68
13,310
22,929
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
-
-
13,333
13,333
Transfers
-
-
-
-
(12)
12
-
Balance at 31 December 2024
261
1,093
7,985
212
56
26,655
36,262
Share capital represents the nominal value of shares in issue.
Share premium account represents the amount in excess of the nominal value of shares.
Capital redemption reserve contains the nominal value of own shares that have been acquired by the Company and cancelled.
Merger reserve arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.
Biddle ESOP represents the cost of the shares of the Company held by the Employee Share Ownership Plan (ESOP) trust for the purpose of long-term incentive schemes for employees.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Carver Climate Systems Limited is a private company limited by shares incorporated in England and Wales. The registered office is 15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;
Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of the ultimate parent company Carver Group Limited. These consolidated financial statements are available from its registered office, 15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group. As above, the financial statements of the company are consolidated in the financial statements of the ultimate parent company Carver Group Limited, of which Carver Climate Systems Limited is a wholly owned subsidiary.
1.2
Going concern
The directors have adopted the going concern basis in preparing the accounts, notwithstanding net current liabilities of true£3,435,000 (2023: £16,995,000) following a profit after tax of £13,333,000 (2023: £9,655,000) in the year. The company has net assets of £36,262,000 (2023: £22,929,000). It should be noted that of the £6,144,000 (2023: £20.191,000) creditor balance at the year end, £6,131,000 (2023: £19,974,000) is due to group undertakings, therefore the company is reliant on the continued support of these group undertakings. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. The parent company, Carver Group Limited, has confirmed that it will provide such financial support as is required to enable the company to meet its obligations as they fall due, for at least the next twelve months from the date of approval of these financial statements and thereafter for the foreseeable future.
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover represents management charges to recharge group costs on an arm's length basis.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rate approximating the rate at the date of transaction. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.11
Employee share ownership plan
The Biddle ESOP is a Jersey resident trust holding shares in the company's parent undertaking for the long term benefit of employees of the Carver Group Limited group of companies. In accordance with UITF Abstract 38 (Accounting for ESOP trusts), the trust's income and expenditure, together with its assets and liabilities, have been incorporated into the company's accounts. The reserves of the trust are shown separately since they are not available for distribution to shareholders. Dividends on share owned by the trust are waived.
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Fixed asset investments
At each reporting date, fixed asset investments are assessed for indicators of impairment. Impairment is measured by reference to trading performance and underlying net assets of the subsidiary. If there is any evidence of impairment the carrying amount of the fixed asset investment is formally reviewed and where applicable is reduced to its recoverable amount. The impairment loss is recognised immediately in the Profit and Loss Account.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Intercompany debtors recoverability
The company reviews the recoverability of trade debtors and makes allowance for doubtful debts where considered appropriate. If there is any evidence of impairment the carrying value of the debtor is reduced to its recoverable amount. The impairment loss is recognised immediately in the Profit and Loss Account.
3
Turnover and other revenue
2024
2023
£'000
£'000
Turnover analysed by geographical market
United Kingdom
300
300
Europe
363
348
Rest of the world
167
160
830
808
2024
2023
£'000
£'000
Other revenue
Interest income
42
77
Dividends received
14,404
10,534
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange losses/(gains)
32
(120)
Depreciation of owned tangible fixed assets
16
16
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
3
3
For other services
Taxation compliance services
2
2
6
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Interest receivable from group companies
42
77
Income from fixed asset investments
Income from shares in group undertakings
14,404
10,534
Total income
14,446
10,611
Disclosed on the profit and loss account as follows:
Income from shares in group undertakings
14,404
10,534
Interest receivable from group undertakings
42
77
7
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest payable to group undertakings
1,478
1,351
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
8
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
All employee related costs and Director's remuneration are borne by fellow group companies.
9
Taxation
2024
2023
£'000
£'000
Current tax
Group tax relief
(178)
(255)
Foreign current tax on profits for the current period
47
34
Total current tax
(131)
(221)
The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£'000
£'000
Profit before taxation
13,202
9,434
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
3,301
2,217
Tax effect of income not taxable in determining taxable profit
(3,600)
(2,476)
Depreciation on assets not qualifying for tax allowances
4
4
Other permanent differences
117
Witholding tax incurred
47
34
Taxation credit for the year
(131)
(221)
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Tangible fixed assets
Freehold land and buildings
£'000
Cost
At 1 January 2024 and 31 December 2024
1,200
Depreciation and impairment
At 1 January 2024
645
Depreciation charged in the year
16
At 31 December 2024
661
Carrying amount
At 31 December 2024
539
At 31 December 2023
555
11
Fixed asset investments
2024
2023
Notes
£'000
£'000
Investments in subsidiaries
12
39,158
39,369
Movements in fixed asset investments
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2024
39,369
Valuation changes
(211)
At 31 December 2024
39,158
Carrying amount
At 31 December 2024
39,158
At 31 December 2023
39,369
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
12
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Carver International Limited (formerly Biddle Air Systems Limited)
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
100.00
-
Thermoscreens Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
100.00
-
Biddle BV
Markowri 4, 9288 HA Kootstertille, Netherlands
Ordinary
100.00
-
Biddle Sales BV
Markowri 4, 9288 HA Kootstertille, Netherlands
Ordinary
0
100.00
Biddle EURL
21 allée des Vendanges 77183 Croissy Beaubourg, Farnce
Ordinary
0
100.00
Carver Climate Systems GmbH
Amtsgericht Koeln, Luxemburger Str. 101, D-50939 Koeln, Germany
Ordinary
100.00
-
Cubist GmbH
Amtsgericht Koeln, Luxemburger Str. 101, D-50939 Koeln, Germany
Ordinary
0
100.00
Biddle GmbH
Amtsgericht Koeln, Luxemburger Str. 101, D-50939 Koeln, Germany
Ordinary
0
100.00
Thermoscreens GmbH
Amtsgericht Koeln, Luxemburger Str. 101, D-50939 Koeln, Germany
Ordinary
0
100.00
Carver Climate Holdings Inc
250 University Avenue, Suite 700, Toronto ON M5H 3E5, Canada
Ordinary
100.00
-
Applied Comfort Products Carver Inc
250 University Avenue, Suite 700, Toronto ON M5H 3E5, Canada
Ordinary
0
100.00
Carver Climate Systems USA Inc
3411 Silverside Road, Tatnall Building # 104, in the City of Wilmington, County of New Castle 19810
Ordinary
100.00
-
Biddle Air Curtains Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
100.00
-
Biddle Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
0
100.00
Warwick Dynamics Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
0
100.00
Biddle Air Systems Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
100.00
-
Powrmatic Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
100.00
-
During the current year, Biddle NV was dissolved.
13
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
996
2,213
Amounts owed by group undertakings are repayable on demand however the company does not expect payment of all balances within the next financial year. Intercompany interest is charged at 3% per annum in respect of all balances not settled within 12 months.
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
14
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Amounts owed to group undertakings
6,131
19,974
Accruals and deferred income
15
217
6,146
20,191
Amounts owed to group undertakings are repayable on demand however the company does not expect to make payment of all balances within the next financial year. Intercompany interest is charged at 3% per annum in respect of all balances not settled within 12 months.
15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of 10p each
2,614,635
2,614,635
261
261
All shares rank pari passu.
16
Financial commitments, guarantees and contingent liabilities
The company is a member of a group VAT registration comprising Carver Group Limited, Thermoscreens Limited, Carver International, Widney Leisure Limited, Carver & Co (Engineers) Limited and Carver Climate Systems Limited. All companies within the VAT group are jointly and severally liable for any amounts due to HMRC in respect of VAT, being £307,000 (2023: £360,000) at 31 December 2024.
On 11 December 2011, the company, along with other group companies, entered into a guarantee and indemnity in respect of the liabilities of Carver Group Limited (the ultimate parent company) and Carver International (a fellow group company) in respect of their future funding obligations to their respective defined benefit schemes in the event of a default on their obligations to fund the schemes. The valuation, calculated by the actuary on a projected unit basis, shows a surplus at 31 December 2024 on the Carver Group Scheme of £235,000 restricted to £nil (2023: deficit of £26,000) and a deficit on the Carver International Scheme of £273,000 (2023: £304,000). To date there has been no default event and as such no amounts have been provided under the guarantee and indemnity.
The company is party to a cross guarantee in respect of the group overdraft and loan facility. There is a floating charge over the assets of the company in relation to this guarantee. As at 31 December 2024 there was a total group liability of £27,850,000 (2023: £30,279,000).
17
Related party transactions
The company is a wholly owned subsidiary of Carver Group Limited and has taken advantage of the exemption conferred by section 33.1A of FRS102 not to disclose transactions with Carver Group Limited or other wholly owned subsidiaries within the group.
CARVER CLIMATE SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
18
Ultimate parent company and controlling party
The company is a wholly owned subsidiary of Carver Group Limited, a company incorporated in the United Kingdom. The ultimate parent company is Carver Group Limited a company incorporated in the United Kingdom.
The largest and smallest group in which the results of the company are consolidated is that headed by Carver Group Limited, incorporated in the United Kingdom. The consolidated accounts of this company are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. No other group accounts include the results of the company.
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