| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 October 2024 |
| for |
| Endee Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 October 2024 |
| for |
| Endee Limited |
| Endee Limited (Registered number: 04577960) |
| Contents of the Financial Statements |
| for the Year Ended 31 October 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Profit and Loss Account | 8 |
| Balance Sheet | 9 |
| Statement of Changes in Equity | 10 |
| Cash Flow Statement | 11 |
| Notes to the Financial Statements | 12 |
| Endee Limited |
| Company Information |
| for the Year Ended 31 October 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| The Mills |
| Canal Street |
| Derby |
| DE1 2RJ |
| Endee Limited (Registered number: 04577960) |
| Strategic Report |
| for the Year Ended 31 October 2024 |
| REVIEW OF BUSINESS |
| The accounts for 2024 reflect that the company received a management fee from H B Fuller Company to transition the business following the sale of trading assets in the prior period. The company is involved in ongoing litigation against its former insurers and insurance brokers. There are no other activities of the company. Once the outstanding legal matters are settled, it is the intention of the directors to liquidate the company. |
| The financial accounts show that the operating profit for the year to October 2024 was £9,859 (2023: £1,168,583 for an 18 month period) whilst profit after tax interest and exceptional items, such as the sale of the trading assets in the prior period, was £20,812 (2023: £6,910,805). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Endee Limited has a debtor with H B Fuller relating to deferred consideration regarding the sale of the business. This amount can be reduced by any claims against the company relating to periods before September 2023. The directors are not aware of any such claims and the debtor was received after the year end. |
| ON BEHALF OF THE BOARD: |
| Endee Limited (Registered number: 04577960) |
| Report of the Directors |
| for the Year Ended 31 October 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 October 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 October 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report. |
| Other changes in directors holding office are as follows: |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The matters required to be disclosed under SI (2008) 410 Sch 7 relating to financial instruments and research and development are contained within the Strategic report as is applicable in accordance with s414C(11) of the Companies Act 2006. |
| 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. |
| 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. |
| Endee Limited (Registered number: 04577960) |
| Report of the Directors |
| for the Year Ended 31 October 2024 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Endee Limited |
| Opinion |
| We have audited the financial statements of Endee Limited (the 'company') for the year ended 31 October 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and 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 31 October 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Emphasis of matter |
| We draw attention to Note 2 of the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 2. Our opinion is not modified in respect of this matter. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Endee Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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. |
| 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. |
| Based on our understanding of the company and industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the freight trade industry and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. Audit procedures performed by the engagement team included: |
| - | Enquiry of management around actual and potential litigation and claims; |
| - | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
| - | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| 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 |
| Endee Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| The Mills |
| Canal Street |
| Derby |
| DE1 2RJ |
| Endee Limited (Registered number: 04577960) |
| Profit and Loss Account |
| for the Year Ended 31 October 2024 |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS (LOSS)/PROFIT | ( |
) |
| Administrative expenses |
| (190,141 | ) | 1,068,551 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Legal settlements | 6 |
| Profit on sale of goodwill | 6 |
| 9,859 | 9,465,846 |
| Interest receivable and similar income |
| 30,745 | 9,470,305 |
| Interest payable and similar expenses | 7 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME |
| Revaluation adjustment |
| Income tax relating to other comprehensive income |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Endee Limited (Registered number: 04577960) |
| Balance Sheet |
| 31 October 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| CURRENT ASSETS |
| Debtors | 10 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 11 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 12 |
| Share premium | 13 |
| Retained earnings | 13 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Endee Limited (Registered number: 04577960) |
| Statement of Changes in Equity |
| for the Year Ended 31 October 2024 |
| Called up |
| share | Retained | Share | Revaluation | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 May 2022 | ( |
) | ( |
) |
| Changes in equity |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - | ( |
) |
| Balance at 31 October 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 October 2024 |
| Endee Limited (Registered number: 04577960) |
| Cash Flow Statement |
| for the Year Ended 31 October 2024 |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 15 | ( |
) |
| Interest paid | ( |
) | ( |
) |
| Tax paid | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) |
| Sale of trade and assets |
| Interest received |
| Net cash from investing activities |
| Cash flows from financing activities |
| Loan repayments in year | ( |
) |
| Legal settlements paid | - | (4,647,695 | ) |
| Equity dividends paid | ( |
) |
| Net cash from financing activities | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
16 |
429,659 |
| Cash and cash equivalents at end of year |
16 |
598,936 |
3,294,673 |
| Endee Limited (Registered number: 04577960) |
| Notes to the Financial Statements |
| for the Year Ended 31 October 2024 |
| 1. | STATUTORY INFORMATION |
| Endee Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other group entities. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax. Turnover is recognised when the company has transferred significant risks and reward of ownership to the buyer and it is probable that the company will receive the previously agreed amounts upon payment. These criteria are considered to be met when the goods are delivered to the buyer. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange prevailing at the accounting date. Transactions in foreign currencies are recorded at the date of the transactions. All differences are taken to the Profit & Loss account. |
| Going concern |
| The company is not considered to be a going concern as the company ceased to trade in the prior year following the sale of trade and assets. The Directors intend to liquidate the company following the conclusion of an ongoing legal matter. The Directors have included adjustments considered necessary and do not anticipate further adjustments to the reported values arising from this strategic decision. |
| Endee Limited (Registered number: 04577960) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 October 2024 |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market for the period ended 31 October 2023 is given below: |
| £ |
| UK | 16,321,250 |
| EU | 10,624,904 |
| Rest of world | 132,107 |
| This analysis is not considered to be applicable to the year ended 31 October 2024. |
| 4. | EMPLOYEES AND DIRECTORS |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| Directors | 3 | 4 |
| Production and administration | - | 61 |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| Endee Limited (Registered number: 04577960) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 October 2024 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Depreciation - owned assets |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| Foreign exchange differences |
| 6. | EXCEPTIONAL ITEMS |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Legal settlements |
| Profit on sale of goodwill |
| - | 8,297,263 |
| Legal settlements in the prior year was in relation to an over provision regarding final settlement of a claim. |
| Profit on sale of goodwill in the prior year was in relation to the sale of trade and assets. |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Bank interest |
| Bank loan interest |
| Interest on taxation |
| Endee Limited (Registered number: 04577960) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 October 2024 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Other permanent differences | (844 | ) | (75,097 | ) |
| Total tax charge | 5,919 | 2,247,026 |
| Tax effects relating to effects of other comprehensive income |
| There were no tax effects for the year ended 31 October 2024. |
| 1.5.22 to 31.10.23 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation adjustment | - | 311,162 |
| 9. | DIVIDENDS |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Interim |
| Endee Limited (Registered number: 04577960) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 October 2024 |
| 10. | DEBTORS |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| Prepayments |
| Amounts falling due after more than one year: |
| Other debtors |
| Aggregate amounts |
| 11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax |
| Other creditors |
| Accrued expenses |
| 12. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 1,000 | 1,000 |
| 13. | RESERVES |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 November 2023 | 2,419,116 |
| Profit for the year |
| At 31 October 2024 | 2,439,928 |
| 14. | EMPLOYEE BENEFITS |
| Included in the notes to the financial statements are payments to defined contribution pension schemes. |
| Endee Limited (Registered number: 04577960) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 October 2024 |
| 15. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 1.5.22 |
| Year Ended | to |
| 31.10.24 | 31.10.23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Legal settlements | - | (134,764 | ) |
| Profit on disposal of goodwill | - | (8,162,499 | ) |
| Finance costs | 4,014 | 312,474 |
| Finance income | (20,886 | ) | (4,459 | ) |
| 9,859 | 1,592,498 |
| Decrease in stocks |
| (Increase)/decrease in trade and other debtors | ( |
) |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations | ( |
) |
| 16. | 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: |
| Year ended 31 October 2024 |
| 31.10.24 | 1.11.23 |
| £ | £ |
| Cash and cash equivalents | 598,936 | 3,294,673 |
| Period ended 31 October 2023 |
| 31.10.23 | 1.5.22 |
| £ | £ |
| Cash and cash equivalents | 3,294,673 | 429,659 |
| 17. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.11.23 | Cash flow | At 31.10.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 3,294,673 | (2,695,737 | ) | 598,936 |
| 3,294,673 | ( |
) | 598,936 |
| Total | 3,294,673 | (2,695,737 | ) | 598,936 |
| 18. | CONTINGENT ASSETS |
| Post year end, settlement was reached with the ongoing legal case against the insurance brokers and Endee Ltd received £500,000. |