Company registration number 00509127 (England and Wales)
CARVER GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CARVER GROUP LIMITED
COMPANY INFORMATION
Directors
Mr D L Carver
Mr T J Carver
Mr A D Killeen
Mr D Morrison
Mr C P J Carver
Mr N M Pragg
(Appointed 10 January 2024)
Company number
00509127
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 GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 7
Directors' report
8 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 - 13
Profit and loss account
14
Group statement of comprehensive income
15
Group balance sheet
16
Company balance sheet
17
Group statement of changes in equity
18
Company statement of changes in equity
19
Group statement of cash flows
20
Notes to the financial statements
21 - 50
CARVER GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

The group's principal activities during the year were as follows:

 

Carver Group Limited

Holding company

 

Carver Climate Systems Limited,

Carver Climate Systems GmbH and

Carver Climate Holdings Incorporated

 

Intermediary holding companies

 

Carver International Limited incorporating

Biddle Air Systems Limited

Thermoscreens Limited

Widney Leisure Limited

Carver & Co (Engineers) Limited

    

Development and manufacturing of:

  • Heating and cooling equipment,

  • Air curtains,

  • Heating appliances for caravan holiday homes

  • Engineering clamping and workholding devices

 

Biddle BV and

Applied Comfort Products Carver Incorporated

Development and manufacturing of heating and cooling equipment

 

Biddle GmbH, Thermoscreens GmbH,    

Biddle EURL and Cubist GmbH

 

Distributors of heating and cooling equipment

Cool-Therm (Group) Limited

 

Powrmatic Limited

Refrigeration and air-conditioning suppliers and installers

 

Development and manufacturing of heating, cooling and air conditioning equipment

 

S&P Coil Products Limited             Heating and cooling equipment    

 

The geographical locations of these entities are disclosed in note note,note78 of these financial statements.

CARVER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Fair review of the Business

Group

 

Business Overview

The Carver Group Ltd is the parent company of the Carver Group (‘the Group’). Founded in 1776, the Group is a family owned business which manages a portfolio of manufacturing, sales and service businesses operating primarily in the HVAC sector with its brands having a reputation for selling premium, high quality products.

 

The Group headquarters are in the UK and the company also has representation in multiple European countries alongside sales branches in Germany, France, the Netherlands, United Kingdom and Canada. The Group also has manufacturing sites in the UK, Netherlands and Canada.

 

The Group has a portfolio of established brands that cover multiple routes to market in a wide range of countries. This is supported by a strong, well-established management team that are structured to deliver and absorb future growth.

 

The Groups brands are Biddle, Thermoscreens, Applied Comfort, Cool-Therm, Powrmatic, SPC, Carver Clamps, and Widney Leisure.

 

On the 29th October 2024 the group acquired the entire share capital of SPC2018 Limited. Established more than 50 years ago SPC has their manufacturing and distribution facility in Leicester and is a leading supplier of heating and cooling equipment to the HVAC industry.

 

The Carver Group centrally manages Group competence centres for research and development, manufacturing, and project management to create innovative HVAC solutions for a wide range of market sectors including retail, hospitality, industry and the public sector.

 

The Group also has a consultancy business Cubist which guides grocery retailers on how best to improve energy efficiency and the quality of air comfort in their buildings.

 

Our three research and development centres co-operate with universities to develop the latest technologies into customer-oriented solutions. The Carver Group is represented on the HVAC standards committees and thus helps to shape the future of the industry.

 

The directors are pleased to report a solid trading performance during the year ended 31 December 2024.

 

Turnover increased by 3.0% in 2024 to £72.2m (2023: £70.1m) reflecting a full year of trading with Powrmatic and the overall mix of our end markets. Operating profit was £5.7m compared to £6.6m in 2023 reflecting an increased charge in goodwill following recent acquisitions. The Group also continued to carefully manage working capital and cash with cashflow from operations increased to £9.5m (2023: £6.3m). The purchase of SPC2018 Ltd was funded from existing cash reserves. Cash in hand (net of overdrafts) at 31st December 2024 was £6.7m (31st December 2023: £12.7m).

 

 

Carver Climate Systems division (All companies other than those noted below)

Management have continued to see growth in both brands and with strong UK markets, Biddle (excluding the Cubist Service business) has seen a growth of 2.5% and Thermoscreens growth of 13.9%. As a result the overall turnover for the CCS division was an increase of 2.3%.

 

Applied Comfort Products Carver Incorporated

Sales revenues saw an increase of 0.5% over prior year and in particular sales into Canada grew by a healthy 11.6%. As a consequence operating margins increased over prior year.

 

Cool-Therm (Group) Limited

Sales revenues were down 35% on the prior year due to extremely challenging market conditions. Despite this drop in revenue, the business remained profitable and remains on course to benefit from revenue growth in 2025.

 

CARVER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Fair review of the Business continued

Powrmatic Limited

As a result of a full years trading in 2024, group revenues increased by £6.3m, with the business generating profits of £2.5m.

 

SPC

As a result of acquiring SPC on the 29th October an additional £1.0m of Turnover has been added to the group.

 

Widney Leisure

The division sells Electric and Gas fires to UK Caravan Manufacturers and due to market conditions sales fell back by 33% on 2023.

 

Carver & Co (Engineers)

The division sells Clamps to a variety of industries, turnover decreased by 8.9% on 2023.

 

Principal risks and uncertainties

The Group continue to execute strategies to optimise business opportunities and minimise exposure to principal risks and uncertainties.

 

Whilst there still is some uncertainty in global markets, raw material and component costs have settled as global inflationary levels have slowed down. The Group continues to work with its key suppliers and on key components have arrangements for dual supply to protect existing lead times. With the unpredictability of trade tariffs with the USA we continue to monitor and assess all our options in relation to our sales into the US. Sales to the US represent less than 5% of overall group turnover.

 

Raw material and component prices always remain a risk but the management team are well aware of this risk and are vigilant in ensuring prices are passed into the market.

 

With the broad geographical spread of our operations, there is a potential risk of financial loss or damage to our reputation resulting from inadequate or failed internal processes and systems, these are documented and regularly reviewed and internally and externally audited to minimise this potential.

 

Examples include:

 

We employ strong local management to ensure we are able to remain agile and reactive to local markets.

 

The Group Board continue to monitor potential risk areas on a monthly basis and adjust tactical and strategic plans accordingly to protect our businesses.

 

CARVER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Principal risks and uncertainties continued

All of the markets in which the company and its subsidiaries operate for heating and ventilating products, within commerce, retail and industry remain highly competitive. The group seeks to manage the risk of losing customers to key competitors by the continued support and services provided to end users, distributors, wholesalers and installers throughout the UK and the rest of the world.

 

Sales are made in Sterling, Euros, US Dollars and Canadian Dollars and the exposure to movements in exchange rates is primarily managed by controlling working capital denominated in each currency. The Group's credit risk is principally attributable to its trade debtors. Credit risk is managed by regularly performing credit checks on existing and new customers. The Group manage debtor books closely to help ensure exposure is limited to the terms offered.

Pro-active working capital management and analysis of historic and anticipated trading patterns assist the Board in its decision making. Financial reviews are undertaken at Board and management levels to analyse and understand current and future results.

 

The group 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 succeed in attracting, developing and retaining qualified, experienced and motivated staff.

 

The Board of Directors and Management of the Group 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.

 

The Group monitors cash flow as part of its day to day control procedures. Appropriate facilities are managed and agreed with respective subsidiary boards of directors with performance measured against budgeted projections.

 

Financial instruments

The Group does not actively use financial instruments as part of its day to day financial risk management. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures. Fixed assets additions and working capital are principally financed from retained profit and cash reserves.

 

The Group finances acquisitions through the cash reserves of the group and bank finance.

 

The Group is exposed to certain exchange rate risk as it sells and purchases in foreign currency. The Group manages this risk by matching sales and purchases in the same currency where possible. Forward contracts are occasionally used to reduce the group's exposure although there were no open contracts at the current or previous year end.

Financial key performance indicators

Key performance indicators are used to measure and evaluate the Group's performance against targets and monitor various activities during the year. The main key performance indicators employed in the Group include:

 

The above key performance indicators are monitored by the Board to ensure that they are progressing as planned in a timely manner.

CARVER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Analysis of development and quality

Quality assurance

The main group trading activities operate under BS EN ISO:9002 accreditation for Quality Management systems. All companies have achieved acceptance to accreditation under BS EN ISO:9001:2000. Additionally, group companies embrace a wider ethic of continuous improvement.

 

Future developments

The economic future in many markets remains uncertain due to the rising cost of living as well as the ongoing impact of the conflicts around the globe and trade tariffs. Over the last few years the Group has proved resilient, and with the addition of SPC to the group have seen turnover steadily increase. The balance sheet at 31st December 2024 was very strong with cash in hand net of overdrafts at the balance sheet date of £6.7m. This puts the Group in a strong position to grow into the future.

 

The Group has a strong balance sheet, strong brands with a quality product offering and longstanding durable customer relationships. Our risk is spread over multiple sectors, multiple countries and multiple brands and our projections for 2025 demonstrate the continued strength of the Group and management’s ability to create and capitalise on opportunities for recovery and then growth despite the significant amount of economic uncertainty across all markets.

CARVER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
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 Board considers the interests of the Group’s employees and other stakeholders in its decision-making and understands the importance of taking into account their views and considers the impact of the Group’s activities on the community, environment and its reputation.

 

At Carver Group our relationships with stakeholders enable us to create sustainable value and deliver our strategy. We aim to maintain and develop these relationships to best serve our customers, generate shareholder returns and benefit wider society.

 

Shareholders

It is essential the Group has fair and transparent communication with investors. The Chief Executive Officer and Group Financial Director meet regularly with major shareholders to discuss the Group’s performance and strategic objectives to maximise shareholder return. Shareholders are welcome at the Bi-Annual Meetings, where questions can be asked of the Board.

 

Customers

Our customers are paramount to the success of the business in both growing our revenues and optimising cash flow. We aim to exceed customer expectations in terms of our products, service levels and marketing requirements by working closely and collaboratively with them.

 

Providing sustainable, high quality products to these customers is imperative to our reputation and long-term success. We invest in advancing technologies and rigorous testing to guarantee the very best performance of our products with negligible maintenance. Our installers aim to raise standards across the industry by delivering an end-to-end high standard customer experience.

 

Suppliers

Our suppliers are fundamental to our business model as they enable us to meet the supply and demand of our operations and customers with high quality and sustainable products. Our supplier relationships and regular review procedures ensure our products are responsibly sourced, complying with standards and legislation, as well as meeting our ethical, quality and sustainability expectations.

 

Employees

Our people are the foundation of our business and imperative to its success. The Group promotes a positive working environment for all employees with rigorous policies and procedures that protect, develop and satisfy our existing and future employees.

 

Health and safety (“H&S”)

Providing a healthy and safe environment for people is an absolute priority in our business. It is the first item on the agenda at brand meetings where metrics are monitored and an agenda item at board meetings. H&S is part of a continuous training programme across the Group.

 

Employee satisfaction

We aim to recruit, develop and retain our employees by providing training and personal development, engagement through local working groups, reviewing reward, incentive and benefit programmes, whilst where possible, recruiting apprentices to build the pipeline of talent for the future.

CARVER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

Equality, diversity and inclusion

Equal opportunities for all existing and potential employees are important to the Group. The Group continues to strive to improve the balance of diversity by reviewing gender reporting and introducing more flexible working patterns for employees where possible.

 

Communities and the environment

The Group aims to have a positive impact on the local communities in which we operate. We strongly believe in sustainability and strictly adhere to the Environmental Management System BS EN ISO14001, the most important international standard pertaining to the environment. All products are designed with energy efficiency in mind and with the introduction of eco-friendly controls end users can benefit from increased energy saving and climate enhancing innovation. This guarantees that everything we do is underpinned by our commitment to preventing pollution, providing product quality and optimal performance. This is supported by accreditation to the Quality Management System BS EN ISO9001.

 

The Group continue to develop revolutionary technology within our products, resulting in significant CO2 reductions within the HVAC industry. We protect the environment by working, where possible, with environmentally friendly materials, using long-life components and by delivering products with a low energy consumption. Monitoring product performance helps us to gain insight into consumption patterns and realise the extent to which energy savings and CO2 reductions can be maximised.

 

The Group is focused on providing sustainable value creation that enables the business to trade successfully in the longer term. To meet this objective, the Group is selective about investment and who we trade with, particularly to protect our reputation for ethics, standards and quality. The Group is continuously reviewing innovative ways and technologies to increase profitability by manufacturing more efficiently and sustainably.

 

Government and regulators

The Group has policies and processes in place to ensure that its own operations, as well as those of its customers and suppliers, comply with legal and regulatory requirements. This includes key areas such as data protection, responsible sourcing, health and safety, quality, modern slavery and equal opportunities.

On behalf of the board

Mr N M Pragg
Director
23 July 2025
CARVER GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 14. A fair review of the business is set out in the Strategic Report.

Dividends were paid amounting to £730,683. The directors do not recommend payment of a further 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 D L Carver
Mr T J Carver
Mr A D Killeen
Mr D Morrison
Mr C P J Carver
Mr N M Pragg
(Appointed 10 January 2024)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

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

The Streamlined Energy and Carbon Regulations came into force on 1 April 2019 in order to provide a simplified energy and carbon reporting framework. All large UK companies are required to report annually on their energy consumption, associated greenhouse gas emissions, energy efficiency measures and an intensity metric.

 

The Group has no individual UK subsidiaries which are large UK companies, Carver Group Limited is deemed large based solely upon it’s consolidated numbers, but is exempt from reporting as it’s consumption is less than 40,000kWh.

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 auditor of the company 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 auditor of the company is aware of that information.

CARVER GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Going concern

The financial statements are prepared on a going concern basis as the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Please see detailed disclosure on going concern in the Accounting Policies section of the notes to the accounts.

On behalf of the board
Mr N M Pragg
Director
23 July 2025
CARVER GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CARVER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARVER GROUP LIMITED
- 11 -
Opinion

We have audited the financial statements of Carver Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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:

CARVER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARVER GROUP LIMITED
- 12 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

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 parent 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 parent 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:

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

CARVER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARVER GROUP LIMITED
- 13 -

To address the risk of fraud through management bias and override of controls, we:

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.

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 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
29 July 2025
CARVER GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£'000
£'000
Turnover
3
72,182
70,100
Cost of sales
(39,432)
(39,158)
Gross profit
32,750
30,942
Administrative expenses (including exceptional items of £207,000 (2023: £1,345,000) see note 4)
(27,031)
(24,377)
EBITDA* before exceptional costs
10,284
11,342
Depreciation
(817)
(791)
Amortisation
(3,541)
(2,641)
Operating profit before exceptional costs
5,926
7,910
Exceptional costs
(207)
(1,345)
Operating profit
5
5,719
6,565
Interest receivable and similar income
9
161
89
Interest payable and similar expenses
10
(2,757)
(1,773)
Profit before taxation
3,123
4,881
Tax on profit
11
(1,683)
(1,943)
Profit for the financial year
1,440
2,938
Profit for the financial year is all attributable to the owners of the parent company.
CARVER GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
£'000
£'000
Profit for the year
1,440
2,938
Other comprehensive income
Actuarial loss on defined benefit pension schemes
(446)
(227)
Currency translation loss taken to retained earnings
(450)
(226)
Cash flow hedges gain arising in the year
-
0
-
0
Tax relating to other comprehensive income
118
-
0
Other comprehensive income for the year
(778)
(453)
Total comprehensive income for the year
662
2,485
Total comprehensive income for the year is all attributable to the owners of the parent company.
CARVER GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 16 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
13
22,740
19,972
Other intangible assets
13
2,367
3,167
Total intangible assets
25,107
23,139
Tangible assets
14
7,929
7,880
33,036
31,019
Current assets
Stocks
18
13,951
13,083
Debtors
19
14,540
14,113
Cash at bank and in hand
7,174
12,672
35,665
39,868
Creditors: amounts falling due within one year
20
(19,722)
(18,948)
Net current assets
15,943
20,920
Total assets less current liabilities
48,979
51,939
Creditors: amounts falling due after more than one year
21
(24,843)
(28,220)
Provisions for liabilities
Provisions
24
(2,369)
(2,159)
Deferred tax liability
25
(1,400)
(1,067)
(3,769)
(3,226)
Net assets excluding pension liability
20,367
20,493
Defined benefit pension liability
26
(273)
(330)
Net assets
20,094
20,163
Capital and reserves
Called up share capital
27
400
400
Profit and loss reserves
19,694
19,763
Total equity
20,094
20,163
The financial statements were approved by the board of directors and authorised for issue on 29 July 2025 and are signed on its behalf by:
29 July 2025
Mr A D Killeen
Mr N M Pragg
Director
Director
Company registration number 00509127 (England and Wales)
CARVER GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 17 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
14
344
358
Investments
15
35,236
27,442
35,580
27,800
Current assets
Debtors
19
7,530
20,815
Cash at bank and in hand
392
745
7,922
21,560
Creditors: amounts falling due within one year
20
(5,510)
(4,524)
Net current assets
2,412
17,036
Total assets less current liabilities
37,992
44,836
Creditors: amounts falling due after more than one year
21
(24,740)
(27,897)
Net assets excluding pension liability
13,252
16,939
Defined benefit pension liability
26
-
0
(26)
Net assets
13,252
16,913
Capital and reserves
Called up share capital
27
400
400
Profit and loss reserves
12,852
16,513
Total equity
13,252
16,913

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,755,841 (2023 - £280,236 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 July 2025 and are signed on its behalf by:
29 July 2025
Mr A D Killeen
Mr N M Pragg
Director
Director
Company registration number 00509127 (England and Wales)
CARVER GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2023
400
17,862
18,262
Year ended 31 December 2023:
Profit for the year
-
2,938
2,938
Other comprehensive income:
Actuarial gains on defined benefit plans
-
(227)
(227)
Currency translation differences
-
(226)
(226)
Total comprehensive income for the year
-
2,485
2,485
Dividends
12
-
(584)
(584)
Balance at 31 December 2023
400
19,763
20,163
Year ended 31 December 2024:
Profit for the year
-
1,440
1,440
Other comprehensive income:
Actuarial gains on defined benefit plans
-
(446)
(446)
Currency translation differences
-
(450)
(450)
Tax relating to other comprehensive income
-
118
118
Total comprehensive income for the year
-
662
662
Dividends
12
-
(731)
(731)
Balance at 31 December 2024
400
19,694
20,094
Share capital represents the nominal value of shares in issue.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
CARVER GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2023
400
16,847
17,247
Year ended 31 December 2023:
Profit for the year
-
281
281
Other comprehensive income:
Actuarial gains on defined benefit plans
-
(41)
(41)
Tax relating to other comprehensive income
-
10
10
Total comprehensive income for the year
-
250
250
Dividends
12
-
(584)
(584)
Balance at 31 December 2023
400
16,513
16,913
Year ended 31 December 2024:
Loss for the year
-
(2,756)
(2,756)
Other comprehensive income:
Actuarial gains on defined benefit plans
-
(232)
(232)
Tax relating to other comprehensive income
-
58
58
Total comprehensive income for the year
-
(2,930)
(2,930)
Dividends
12
-
(731)
(731)
Balance at 31 December 2024
400
12,852
13,252
Share capital represents the nominal value of shares in issue.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
CARVER GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
34
9,494
6,346
Interest paid
(2,757)
(1,773)
Income taxes paid
(2,441)
(627)
Net cash inflow from operating activities
4,296
3,946
Investing activities
Purchase of business
(7,119)
-
Purchase of intangible assets
-
(17,757)
Purchase of tangible fixed assets
(520)
(5,911)
Proceeds on disposal of tangible fixed assets
29
13
Interest received
161
89
Net cash used in investing activities
(7,449)
(23,566)
Financing activities
Proceeds of new bank loans
-
32,000
Repayment of bank loans
(1,834)
(9,947)
Payment of finance leases obligations
(249)
21
Dividends paid to equity shareholders
(731)
(584)
Net cash (used in)/generated from financing activities
(2,814)
21,490
Net (decrease)/increase in cash and cash equivalents
(5,967)
1,870
Cash and cash equivalents at beginning of year
12,672
10,802
Cash and cash equivalents at end of year
6,705
12,672
Relating to:
Cash at bank and in hand
7,174
12,672
Bank overdrafts included in creditors payable within one year
(469)
-
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
1
Accounting policies
Company information

Carver Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD.

 

The group consists of Carver Group Limited and all of its subsidiaries.

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.

The company is a qualifying entity for the purposes of FRS 102, being the parent of a group which 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 for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Carver Group Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2024. The results of subsidiaries acquired are consolidated for the period from the date in which control passed. Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in 'sterling' which is the company's functional and the group's presentational currency.

 

On consolidation, the results of overseas operations are translated into sterling at rates approximately to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date, including any goodwill in relation to that entity. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 

Foreign currency transactions are translated into the group entity's functional currency using the exchange rates approximating the rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is between 10 to 20 years depending on the nature of the business acquired.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Customer relationships
Straight line over 10 years
Brands
Straight line over 10 years
1.8
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:

Land and buildings
2% - 33% per annum
Other assets
10% - 33% per annum

Identified land is not depreciated.

 

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 recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

1.12
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 if, and only if, there is 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.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
1.13
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

 

A warranty provision is made for the expected cost of warranty work in respect of products delivered and invoiced.

1.14
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.

1.15
Retirement benefits

Defined contribution pension plans

The group operates a number of defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate legal entity. Once contributions have been paid the group has no further payment obligations. The assets of the plan are held separately from the group in independently administered funds.

 

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Defined benefit schemes

The group is a participating member of the Carver Group Pension Scheme and the Biddle Pension Scheme.

 

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

 

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

 

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 26 -

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

1.16
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

 

The group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard to continue to be charged over the period to the first market rent review rather than the term of the lease.

1.17
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.

1.18

Employee share ownership plan

The Biddle ESOP is a Jersey resident trust holding shares in the group's parent undertakings 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 in the group's accounts. The reserves of the trust are not available for distribution to shareholders. Dividends on shares owned by the trust are waived,

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Intangible assets and amortisation

The directors are required to determine the fair value of intangible assets (including goodwill) acquired as part of business combinations and estimate the useful economic life of those assets in order to determine appropriate amortisation rates. Both the initial valuation and the assessment of the assets' useful economic life require significant assumptions to be made. Changes in these underlying assumptions could have a significant impact on the carrying value of these assets.

 

The directors also consider whether there are any indicators that suggest that the intangible assets might be impaired and test for impairment as required. It is possible that intangible asset values could be reduced in future years as a result of change in impairment assumptions.

Useful lives of tangible fixed assets

Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the group's accounting policies. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten then depreciation charges in the financial statements would increase and carrying amounts of tangible fixed assets would reduce accordingly.

Defined benefit pension obligations

The group has obligations to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligations depend on a number of factors, including: life expectancy; salary increases; asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 28 -
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.

Trade debtors

Management reviews the recoverability of trade debtors and makes allowance for doubtful debts where considered appropriate.

Amounts due from group companies in the parent company balance sheet

The company reviews the recoverability of amounts due from group companies and makes allowance for doubtful debts where considered appropriate.

Stock valuation

Inventory is measured at the lower of cost and estimated selling price to complete and sell. Management uses judgement to estimate the cost of inventory; the company/group uses the weighted average cost formula to assign a value to each item of inventory based on the weighted average of items in inventory at the beginning of the period and the weighted average of items of inventory purchased or produced during the period. Management regularly reviews this methodology to ensure that it is appropriate in the light of current conditions.

Warranty provision

Provision is made for warranty repair obligations. These provisions require management’s best estimate of the costs that are expected to be incurred based on historical warranty claims experience.

3
Turnover and other revenue

The whole of the turnover is attributable to the group's principal activities as detailed in the Directors' Report.

 

2024
2023
£'000
£'000
Turnover analysed by geographical market
United Kingdom
43,604
38,900
Rest of Europe
18,305
20,701
Rest of the world
10,273
10,499
72,182
70,100
2024
2023
£'000
£'000
Other revenue
Interest income
161
89
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
4
Exceptional item
2024
2023
£'000
£'000
Expenditure
Acquisition costs
-
10
Reorganisation costs
-
5
Planning permission costs
-
121
Employee costs provision
-
1,131
Other exceptionals
207
78
207
1,345

Included within exceptional costs are £nil (2023: £1,131,000) employee related costs provision.

5
Operating profit
2024
2023
£'000
£'000
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
128
(38)
Research and development costs
647
-
Depreciation of owned tangible fixed assets
618
590
Depreciation of tangible fixed assets held under finance leases
199
201
Profit on disposal of tangible fixed assets
(11)
(13)
Amortisation of intangible assets
3,541
2,641
Operating lease charges
342
277
Exceptional costs (see note 4)
207
1,345
6
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 group and company
20
26
Audit of the financial statements of the company's subsidiaries
167
158
187
184
For other services
Taxation compliance services
41
2
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales and administration
191
154
13
10
Production and maintenance
214
195
-
-
Total
405
349
13
10

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Wages and salaries
19,462
17,222
2,946
2,432
Social security costs
2,451
2,121
426
326
Pension costs
901
730
65
42
22,814
20,073
3,437
2,800
8
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
2,395
2,164
Company pension contributions to defined contribution schemes
28
22
2,423
2,186

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£'000
£'000
Remuneration for qualifying services
1,467
1,692
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
9
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Interest on bank deposits
161
89
2024
2023
Investment income includes the following:
£'000
£'000
Interest on financial assets not measured at fair value through profit or loss
161
89
10
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
2,713
1,732
Other finance costs:
Interest on finance leases and hire purchase contracts
23
25
Net interest on the net defined benefit liability
3
16
Other interest
18
-
Total finance costs
2,757
1,773
11
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
725
682
Adjustments in respect of prior periods
176
(8)
Benefit arising from a previously unrecognised tax loss or credit
(13)
-
0
Double tax relief
(28)
-
0
Total UK current tax
860
674
Foreign current tax on profits for the current period
1,156
1,253
Total current tax
2,016
1,927
Deferred tax
Origination and reversal of timing differences
(108)
92
Adjustment in respect of prior periods
(225)
(76)
Total deferred tax
(333)
16
Total tax charge
1,683
1,943
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
(Continued)
- 32 -

The actual charge 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
3,123
4,881
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
781
1,147
Tax effect of expenses that are not deductible in determining taxable profit
549
914
Tax effect of income not taxable in determining taxable profit
(30)
-
0
Adjustments in respect of prior years
179
(9)
Effect of change in corporation tax rate
-
6
Double tax relief
(28)
-
0
Depreciation on assets not qualifying for tax allowances
31
5
Research and development tax credit
(13)
-
0
Other permanent differences
117
(53)
Effect of overseas tax rates
35
(25)
Deferred tax adjustments in respect of prior years
15
(76)
Witholding tax incurred
47
34
Taxation charge
1,683
1,943

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£'000
£'000
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
(118)
-
12
Dividends
2024
2023
Recognised as distributions to equity holders:
£'000
£'000
Interim paid
731
584
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
13
Intangible fixed assets
Group
Goodwill
Customer relationships
Brands
Total
Notes
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
40,281
5,150
2,845
48,276
Additions
28
5,720
-
0
-
0
5,720
Other changes
(211)
-
0
-
0
(211)
At 31 December 2024
45,790
5,150
2,845
53,785
Amortisation and impairment
At 1 January 2024
20,309
3,182
1,646
25,137
Amortisation charged for the year
2,741
515
285
3,541
At 31 December 2024
23,050
3,697
1,931
28,678
Carrying amount
At 31 December 2024
22,740
1,453
914
25,107
At 31 December 2023
19,972
1,968
1,199
23,139
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
14
Tangible fixed assets
Group
Land and buildings
Other assets
Total
Notes
£'000
£'000
£'000
Cost
At 1 January 2024
7,271
8,267
15,538
Additions
-
0
520
520
Business combinations
28
-
0
396
396
Disposals
-
0
(121)
(121)
Exchange adjustments
(38)
(196)
(234)
At 31 December 2024
7,233
8,866
16,099
Depreciation and impairment
At 1 January 2024
1,652
6,006
7,658
Depreciation charged in the year
190
627
817
Eliminated in respect of disposals
-
0
(103)
(103)
Exchange adjustments
(36)
(166)
(202)
At 31 December 2024
1,806
6,364
8,170
Carrying amount
At 31 December 2024
5,427
2,502
7,929
At 31 December 2023
5,619
2,261
7,880
Company
Land and buildings
Other assets
Total
£'000
£'000
£'000
Cost
At 1 January 2024
578
213
791
Additions
-
0
11
11
At 31 December 2024
578
224
802
Depreciation and impairment
At 1 January 2024
254
179
433
Depreciation charged in the year
11
14
25
At 31 December 2024
265
193
458
Carrying amount
At 31 December 2024
313
31
344
At 31 December 2023
324
34
358
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Tangible fixed assets
(Continued)
- 35 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Other assets
448
721
-
0
-
0
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
16
-
0
-
0
35,236
27,442
Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2024
32,873
Additions
7,794
At 31 December 2024
40,667
Impairment
At 1 January 2024 and 31 December 2024
5,431
Carrying amount
At 31 December 2024
35,236
At 31 December 2023
27,442

On 29 October 2024 the company acquired of 100% of the share capital of SPC2018 Limited, including its subsidiaries S&P Coil Products Limited and Coil Products Limited.

16
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 & Co (Engineers) Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
100.00
-
Widney Leisure Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
100.00
-
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Subsidiaries
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 36 -
Cool-Therm (Group) Limited
Unit 5 Trubodys Yard, 121 London Road, Bristol, England, BS30 5NA
Ordinary
100.00
-
Carver Climate Systems Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
100.00
-
Joseph Carver Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
100.00
-
Imperial Fires Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
Cool-Therm (Wales) Limited
Unit 5 Trubodys Yard, 121 London Road, Bristol, England, BS30 5NA
Ordinary
0
100.00
Cool-Therm (UK) Limited
Unit 5 Trubodys Yard, 121 London Road, Bristol, England, BS30 5NA
Ordinary
0
100.00
Cool-Therm (Holdings) Limited
15 Northgate, Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00
Cool-Therm (South West) Limited
15 Northgate, Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00
Cool-Therm (South East) Limited
15 Northgate Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00
Turbomiser Limited
15 Northgate Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00
Geoclima (UK) Limited
15 Northgate Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00
Cool-Therm (Consultants) Limited
15 Northgate Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00
Thermoscreens Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
Carver International
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
Biddle Air Curtains Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
Warwick Dynamics Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
Biddle Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
Biddle BV
Markowri 4, 9288 HA Kootstertille, Netherlands
Ordinary
0
100.00
Biddle EURL
21 allée des Vendanges 77183 Croissy Beaubourg, France
Ordinary
0
100.00
Biddle Sales BV
Markowri 4, 9288 HA Kootstertille, Netherlands
Ordinary
0
100.00
Carver Climate Systems 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
Cubist CmbH
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
0
100.00
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Subsidiaries
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 37 -
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 Citty of Wilmington, County of New Castle 19810
Ordinary
0
100.00
Biddle Air Systems Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
Powrmatic Limited
15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD
Ordinary
0
100.00
SPC2018 Limited
15 Northgate Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
100.00
-
S&P Coil Products Limited
15 Northgate Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00
Coil Products Limited
15 Northgate Aldridge, Walsall, West Midlands, England, WS9 8QD
Ordinary
0
100.00

The nature of business of each undertaking is shown in the strategic report.

 

The group agrees to guarantee the liabilities of Cool-Therm (Group) Limited, thereby allowing this company to take exemption from an audit under Section 479A of the Companies Act 2006.

 

During the year subsidiary company Biddle NV, registered in Belgium, was dissolved.

17
Financial instruments
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Carrying amount of financial assets
Debt instruments measured at amortised cost
11,011
10,979
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
41,435
43,665
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

Debt instruments measured at amortised cost relate to trade and other debtors (see note 19). Financial liabilities measured at amortised cost includes all creditors (amounts falling due in less than one year and amounts falling due after more than one year) excluding corporation tax payable and other taxation and social security (see note 20 and 21).

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
18
Stocks
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Raw materials and consumables
9,069
7,907
-
-
Work in progress
1,474
1,625
-
-
Finished goods and goods for resale
3,408
3,551
-
0
-
0
13,951
13,083
-
-
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
11,001
10,721
-
0
-
0
Corporation tax recoverable
3
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
6,896
20,059
Other debtors
10
258
3
159
Prepayments and accrued income
2,838
2,487
38
70
13,852
13,466
6,937
20,288
Deferred tax asset (note 25)
631
562
593
527
14,483
14,028
7,530
20,815
Amounts falling due after more than one year:
Deferred tax asset (note 25)
57
85
-
0
-
0
Total debtors
14,540
14,113
7,530
20,815

The directors do not expect substantial receipts from the amounts owed by group companies over the next 12 months but are satisfied that all amounts are fully recoverable and therefore no provision is required.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 39 -
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
22
3,579
2,382
3,110
2,382
Obligations under finance leases
23
218
246
-
0
-
0
Other borrowings
22
595
-
0
-
0
-
0
Trade creditors
5,654
6,000
83
185
Amounts owed to group undertakings
-
0
-
0
-
0
127
Corporation tax payable
1,413
1,986
-
0
-
0
Other taxation and social security
1,717
1,517
89
90
Other creditors
-
0
105
-
0
-
0
Accruals and deferred income
6,546
6,712
2,228
1,740
19,722
18,948
5,510
4,524

Amounts owed by group undertakings includes balances relating to a cash pooling arrangement as part of the cash management policies across the group. These amounts fall due within one year however payment is not expected within the next 12 months.

21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
22
24,740
27,897
24,740
27,897
Obligations under finance leases
23
103
323
-
0
-
0
24,843
28,220
24,740
27,897
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Bank loans
27,850
30,279
27,850
30,279
Bank overdrafts
469
-
0
-
0
-
0
Invoice finance facility
595
-
0
-
0
-
0
28,914
30,279
27,850
30,279
Payable within one year
4,174
2,382
3,110
2,382
Payable after one year
24,740
27,897
24,740
27,897

The bank loans are secured by a first legal mortgage over the freehold property and by a fixed and floating charge over all current and future assets of the company.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Loans and overdrafts
(Continued)
- 40 -

The company and group have 3 loans. Two of the loans are repayable in quarterly instalments with a final repayment date of May 2028. The remaining loan is repayable in full in May 2028. On all loans, interest is charged at the Sterling over night index average (“SONIA”) plus a variable margin.

23
Finance lease obligations
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Future minimum lease payments due under finance leases:
Within one year
218
246
-
0
-
0
In two to five years
103
323
-
0
-
0
321
569
-
-

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

 

Finance lease creditors are secured on the assets to which they relate.

24
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Warranty provision
822
756
-
-
Other provisions
1,547
1,403
-
-
2,369
2,159
-
-
Movements on provisions:
Warranty provision
Other provisions
Total
Group
£'000
£'000
£'000
At 1 January 2024
756
1,403
2,159
Additional provisions in the year
160
156
316
Reversal of provision
(29)
-
(29)
Utilisation of provision
(58)
-
(58)
Exchange difference
(7)
(12)
(19)
At 31 December 2024
822
1,547
2,369
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
24
Provisions for liabilities
(Continued)
- 41 -

Warranty provisions are created when the group has given a guarantee to cover the reliability and performance of products over an extended period. The balance at the year end matures within five years of the Balance Sheet date.

 

Other provisions relate to various employee related costs.

25
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£'000
£'000
£'000
£'000
Accelerated capital allowances
290
281
9
26
Tax losses
-
-
463
462
Revaluation of acquired intangible fixed assets
439
799
-
-
Retirement benefit obligations
-
6
70
85
Revaluation of acquired tangible fixed assets
727
-
-
-
Other short term timing differences
(56)
(19)
146
74
1,400
1,067
688
647
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£'000
£'000
£'000
£'000
Accelerated capital allowances
-
-
(16)
(16)
Tax losses
-
-
463
462
Retirement benefit obligations
-
-
-
7
Other short term timing differences
-
-
146
74
-
-
593
527
Group
Company
2024
2024
Movements in the year:
£'000
£'000
Liability/(Asset) at 1 January 2024
420
(527)
Credit to profit or loss
(333)
(8)
Credit to other comprehensive income
(118)
(58)
Other
743
-
Liability/(Asset) at 31 December 2024
712
(593)
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Deferred taxation
(Continued)
- 42 -

The majority of the deferred tax balance set out above is expected to reverse after more than 12 months and relates to the utilisation of tax losses against future expected profits, accelerated capital allowances that are expected to mature, revaluation of intangible fixed assets on acquisition, retirement benefit obligations and other short term timing differences.

26
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
901
730

Defined contribution pension schemes are operated for all qualifying employees. The assets of the schemes are held separately from those of the group in an independently administered fund.

 

The group's principal defined contribution pension scheme for the benefit of its United Kingdom based employees is a defined contribution Group Personal Pension (GPP) plan managed by Standard Life plc. The group also contributes to various defined contribution schemes for employees based in the United Kingdom and its other European businesses.

 

Pension benefits generally depend on age, length of service and salary level. The group also provides other pension related benefits to scheme members which include life insurance.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Retirement benefit schemes
(Continued)
- 43 -
Defined benefit schemes

In addition to the defined contribution schemes noted above, the group also operates three pension schemes for the benefit of its United Kingdom qualifying employees which are treated as defined benefit pension schemes.

 

The first, operated by the parent company Carver Group Limited, is known as the Carver Pension Scheme and is a defined contribution scheme, but with a final salary guarantee provided for pre 1992 service. The scheme was closed to further member contributions from 30 June 2014. The scheme's assets are held separately from those of any group company, being invested in unitised pooled funds. The last full actuarial valuation of the defined benefit scheme was carried out as at 6 April 2023 by a qualified independent actuary and the scheme was 85% fully funded (previously 78% fully funded). Contributions to the scheme are made by the group based on the advice of the actuary and with the aim of making good the deficit over the remaining working life of the employees. The actuarial valuation was updated for FRS 102 purposes to 31 December 2024 by a qualified independent actuary.

 

The second, operated by subsidiary company Carver International Limited (formerly Biddle Air Systems Limited), is known as the Biddle Pension and Life Assurance Plan and is a defined benefit scheme. The scheme has been closed to new members with effect from 6 April 2000. The scheme's assets are held separately from those of any group company, being invested in unitised pooled funds. The last full actuarial valuation of the defined benefit scheme was carried out as at 6 April 2023 by a qualified independent actuary and the scheme was 87% fully funded (previously 77% fully funded). Contributions to the scheme are made by the group based on the advice of the actuary and with the aim of making good the deficit over the remaining working life of the employees. The actuarial valuation was updated for FRS 102 purposes to 31 December 2024 by a qualified independent actuary.

 

The third, operated by subsidiary company Powrmatic Limited, is known as the Powrmatic Limited 1973 Pension Scheme. Benefits are based on final pensionable salary. The scheme is closed to new entrants, and as from 31 December 2003, closed to the accrual of future benefits. The scheme's assets are held separately from those of any group company, being invested in unitised pooled funds. The last full actuarial valuation was carried out at 31 December 2021 by a qualified independent actuary and the scheme was fully funded. Contributions to the scheme are made by the group based on the advice of the actuary and with the aim of making good the deficit over the remaining working life of the employees. The actuarial valuation was updated for FRS 102 purposes to 31 December 2024 by a qualified independent actuary.

 

Pension benefits generally depend on age, length of service and salary level. The group also provides other pension related benefits to scheme members which include life insurance.

 

Following the redemption of preference shares in December 2011 and subsequent refinancing, the group reached agreement over the funding position of the schemes with the respective trustees in the form of the following. On 11 December 2011, subsidiary companies entered into a guarantee and indemnity in respect of the liabilities of Carver Group Limited and Biddle Air Systems Limited (subsidiary) 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.

 

Assumptions for both the group and company are as follows:

2024
2023
Key assumptions
%
%
Discount rate
5.50
4.55
RPI inflation
3.00
2.95
CPI inflation
2.65
2.45
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Retirement benefit schemes
(Continued)
- 44 -
Mortality assumptions
2024
2023

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
20.4
20.6
- Females
18.9
20.7
Retiring in 20 years
- Males
20.7
20.3
- Females
22.7
22.9

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2024
2023
Group
£'000
£'000
Present value of defined benefit obligations
18,934
20,653
Fair value of plan assets
(19,775)
(21,362)
Deficit/(surplus) in scheme
(841)
(709)
Restriction on scheme assets
1,114
1,039
Total liability recognised
273
330

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

Company
2024
2023
£'000
£'000
Present value of defined benefit obligations
8,312
9,038
Fair value of plan assets
(8,547)
(9,012)
(Surplus)/deficit in scheme
(235)
26
Restriction on scheme assets
235
-
Total liability recognised
-
26
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Retirement benefit schemes
(Continued)
- 45 -
Group
2024
2023

Amounts recognised in the profit and loss account

£'000
£'000
Net interest on net defined benefit liability/(asset)
(71)
(12)
Restriction on net interest income credited to the income statement
74
28
Total costs
3
16
Group
2024
2023

Amounts taken to other comprehensive income

£'000
£'000
Actual return on scheme assets
176
(1,448)
Less: calculated interest element
1,096
839
Return on scheme assets excluding interest income
1,272
(609)
Restriction on net interest income credited to the income statement
(74)
(28)
Actuarial changes related to obligations
(777)
914
Effect of changes in the amount of surplus that is not recoverable
25
(50)
Total costs
446
227
Group
Company
2024
2024

Movements in the present value of defined benefit obligations

£'000
£'000
Liabilities at 1 January 2024
20,399
9,038
Liabilities assumed in a business combination
58
58
Benefits paid
(1,771)
(764)
Actuarial gains and losses
(777)
(415)
Interest cost
1,025
395
At 31 December 2024
18,934
8,312

The defined benefit obligations arise from plans which are wholly or partly funded.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
26
Retirement benefit schemes
(Continued)
- 46 -
Group
Company
2024
2024

Movements in the fair value of plan assets

£'000
£'000
Fair value of assets at 1 January 2024
21,158
9,012
Assets assumed in a business combination
58
58
Interest income
1,096
400
Return on plan assets (excluding amounts included in net interest)
(1,272)
(412)
Benefits paid
(1,771)
(764)
Contributions by the employer
506
253
At 31 December 2024
19,775
8,547

The actual return on plan assets was £400,000 (2023 - £683,000).

Fair value of plan assets at the reporting period end

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Insurance policy
7,613
5,676
4,079
4,429
Fund investment
10,095
8,560
3,874
4,035
Cash/other
931
813
594
548
Bonds
1,136
5,114
-
-
Multi-Asset funds
-
1,199
-
-
19,775
21,362
8,547
9,012
27
Share capital
Group and company
2024
2023
2024
2023
Share capital
Number
Number
£'000
£'000
Issued and fully paid
A shares of £1 each
400,000
400,000
400
400
B shares of £1 each
6
6
-
-
C shares of £1 each
1
1
-
-
D shares of £1 each
2
2
-
-
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
27
Share capital
(Continued)
- 47 -

The company's A shares carry preferential capital distribution rights, rights to the full distribution of any profits of the company, and do not entitle their holders to any voting rights.

 

The company's B shares carry no rights to distribution of profits of the company, and entitle their holders to 30,000 voting rights per share.

 

The company's C share carries no rights to distribution of profits of the company, and entitles its holder to 40,000 voting rights.

 

The company's D shares carry no rights to distribution of profits of the company, and entitle their holders to 90,000 voting rights per share.

28
Acquisition of a business

On 29 October 2024 the group acquired 100 percent of the issued capital of SPC2018 Limited, including it's two subsidiaries S&P Coil Products Limited and Coil Products Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£'000
£'000
£'000
Intangible assets
1,053
(1,053)
-
Property, plant and equipment
396
-
396
Inventories
1,364
-
1,364
Trade and other receivables
2,180
-
2,180
Cash and cash equivalents
675
-
675
Obligations under finance leases
(1)
-
(1)
Trade and other payables
(1,605)
3
(1,602)
Tax liabilities
(615)
(212)
(827)
Provisions
-
(111)
(111)
Total identifiable net assets
3,447
(1,373)
2,074
Goodwill
5,720
Total consideration
7,794
The consideration was satisfied by:
£'000
Cash
7,794
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£'000
Turnover
968
Loss after tax
(450)
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 48 -
29
Financial commitments, guarantees and contingent liabilities

The company is a member of a group VAT registration comprising Carver Group Limited, Thermoscreens Limited, Carver International Limited, 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.

 

There are additional amounts due to HMRC in respect of VAT at the year end by other companies within the Carver Group that are not within the above VAT group. These amounts are also included within other tax and social security due within one year.

 

On 11 December 2011, the company, along with other group companies, entered into a guarantee and indemnity in respect of the liabilities of Carver International Limited (a subsidiary company) in respect of their future funding obligations to their 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 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 has granted its freehold land and buildings as security over the above pension liability and also the liabilities of the Carver Group Pension scheme. 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).

30
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Within one year
1,007
377
73
41
Between two and five years
1,567
614
129
81
2,574
991
202
122
31
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Acquisition of tangible fixed assets
16
-
-
-

Capital commitments at 31 December 2024 relate to the purchases by subsidiary company Powrmatic Limited.

CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 49 -
32
Related party transactions

The company has taken advantage of the exemptions conferred by section 33.1A of FRS102 'Related party disclosures' not to disclose transactions between Carver Group Limited and its wholly owned subsidiaries.

 

Key management remuneration

 

Key management personnel represents the individuals of the group and company who have the responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. During the year, the key management personnel remuneration was £2,423,000 (2023: £2,186,000).

33
Controlling party

The directors do not consider there to be an ultimate controlling party.

34
Cash generated from group operations
2024
2023
£'000
£'000
Profit for the year after tax
1,440
2,938
Adjustments for:
Taxation charged
1,683
1,943
Finance costs
2,757
1,773
Investment income
(161)
(89)
Gain on disposal of tangible fixed assets
(11)
(13)
Amortisation and impairment of intangible assets
3,541
2,641
Depreciation and impairment of tangible fixed assets
817
791
Foreign exchange gains on cash equivalents
(418)
(213)
Pension scheme non-cash movement
(503)
(459)
Increase in provisions
100
1,451
Movements in working capital:
Decrease/(increase) in stocks
495
(3,335)
Decrease/(increase) in debtors
1,797
(3,393)
(Decrease)/increase in creditors
(2,043)
2,311
Cash generated from operations
9,494
6,346
CARVER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 50 -
35
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£'000
£'000
£'000
Cash at bank and in hand
12,672
(5,498)
7,174
Bank overdrafts
-
0
(469)
(469)
12,672
(5,967)
6,705
Borrowings excluding overdrafts
(30,279)
1,834
(28,445)
Obligations under finance leases
(569)
248
(321)
(18,176)
(3,885)
(22,061)
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