Company registration number 00388866 (England and Wales)
CARVER INTERNATIONAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CARVER INTERNATIONAL LIMITED
COMPANY INFORMATION
Directors
Ms J Johnson
Mr A D Killeen
Ms J Blair-Park
Mr N M Pragg
(Appointed 10 January 2024)
Company number
00388866
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 INTERNATIONAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
CARVER INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

The wider group, being the Carver Group Limited group ("the Group"), remained profitable and cash generative in 2024.

 

As a result of turnover levels increasing by 18.8% to £20,357,000 the company’s profit on ordinary activities after tax has increased from a profit of £3,020,000 in 2023 to a profit of £3,565,000 in 2024. This is as a result of sales growth in both the key brands of Biddle and Thermoscreens.

Principal risks and uncertainties

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

 

All of the markets in which the Group operates 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.

 

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

 

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

CARVER INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
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 - and the Group also has access to a bank overdraft facility.

 

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.

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 supply chain challenges, inflationary pressures, the rising cost of living and interest rates as well as the ongoing impact of the conflicts around the globe. The Group has however proved resilient, and the actions taken by management have mitigated the impact on turnover, and critically on EBITDA. 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.

On behalf of the board

Mr N M Pragg
Director
23 July 2025
CARVER INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Principal activities

The principal activity of the company continued to be that of the development and manufacturing of heating and cooling equipment.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £5,500,000. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Ms J Johnson
Mr A D Killeen
Ms J Blair-Park
Mr N M Pragg
(Appointed 10 January 2024)
Auditor

UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr N M Pragg
Director
23 July 2025
CARVER INTERNATIONAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CARVER INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARVER INTERNATIONAL LIMITED
- 5 -
Opinion

We have audited the financial statements of Carver International Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

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 INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARVER INTERNATIONAL LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

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

CARVER INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARVER INTERNATIONAL LIMITED (CONTINUED)
- 7 -

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 INTERNATIONAL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£'000
£'000
Turnover
3
20,358
17,132
Cost of sales
(11,100)
(8,885)
Gross profit
9,258
8,247
Administrative expenses
(5,108)
(4,933)
Other operating income
516
482
Operating profit
4
4,666
3,796
Interest payable and similar expenses
7
(10)
(11)
Profit before taxation
4,656
3,785
Tax on profit
8
(1,129)
(765)
Profit for the financial year
3,527
3,020

The profit and loss account has been prepared on the basis that all operations are continuing operations.

CARVER INTERNATIONAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£'000
£'000
Profit for the year
3,527
3,020
Other comprehensive income
Actuarial loss on defined benefit pension schemes
(214)
(186)
Tax relating to other comprehensive income
54
(10)
Total other comprehensive income for the year
(160)
(196)
Total comprehensive income for the year
3,367
2,824
CARVER INTERNATIONAL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
10
308
270
Current assets
Stocks
12
2,887
3,394
Debtors
13
3,188
3,052
Cash at bank and in hand
789
2,401
6,864
8,847
Creditors: amounts falling due within one year
14
(3,340)
(3,088)
Net current assets
3,524
5,759
Total assets less current liabilities
3,832
6,029
Provisions for liabilities
Provisions
15
(94)
(127)
(94)
(127)
Net assets excluding pension liability
3,738
5,902
Defined benefit pension liability
18
(273)
(304)
Net assets
3,465
5,598
Capital and reserves
Called up share capital
17
1
1
Profit and loss reserves
3,464
5,597
Total equity
3,465
5,598

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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:
Mr A D Killeen
Director
Company registration number 00388866 (England and Wales)
CARVER INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2023
1
5,523
5,524
Year ended 31 December 2023:
Profit for the year
-
3,020
3,020
Other comprehensive income:
Actuarial gains on defined benefit plans
-
(186)
(186)
Tax relating to other comprehensive income
-
(10)
(10)
Total comprehensive income for the year
-
0
2,824
2,824
Dividends
9
-
(2,750)
(2,750)
Balance at 31 December 2023
1
5,597
5,598
Year ended 31 December 2024:
Profit for the year
-
3,527
3,527
Other comprehensive income:
Actuarial gains on defined benefit plans
-
(214)
(214)
Tax relating to other comprehensive income
-
54
54
Total comprehensive income for the year
-
0
3,367
3,367
Dividends
9
-
(5,500)
(5,500)
Balance at 31 December 2024
1
3,464
3,465
Share capital represents the nominal value of shares.

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Carver International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Carver Group Limited. These consolidated financial statements are available from its registered office, 15 Northgate, Aldridge, Walsall, West Midlands, WS9 8QD.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group. As above, the financial statements of the company are consolidated in the financial statements of the ultimate parent company Carver Group Limited, of which Carver International Limited is a wholly owned subsidiary.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

 

Fixtures & fittings, plant & machinery, office equipment 10% - 33% straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
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.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company 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.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

Defined contribution pension plans

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Amounts not paid are shown as a liability. The assets of the plan are held separately from the company in independently administered funds.

Defined benefit pension schemes

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.

CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

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.

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.

1.11
Leases

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 leases asset are consumed.

1.12
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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Defined benefit pension obligations

The company 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 INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
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.

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
2024
2023
£'000
£'000
Turnover analysed by geographical market
United Kingdom
17,240
14,319
Rest of Europe
2,268
2,236
Rest of the world
850
577
20,358
17,132
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange (gains)/losses
(14)
10
Fees payable to the company's auditor for the audit of the company's financial statements
39
22
Depreciation of owned tangible fixed assets
104
139
Operating lease charges
364
337
5
Employees

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

2024
2023
Number
Number
Sales and administration
28
30
Production and maintenance
46
42
Total
74
72
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2024
2023
£'000
£'000
Wages and salaries
3,181
2,861
Social security costs
332
316
Pension costs
156
161
3,669
3,338
6
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
105
247
Company pension contributions to defined contribution schemes
10
24
115
271
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£'000
£'000
Remuneration for qualifying services
n/a
142
Company pension contributions to defined contribution schemes
n/a
13

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

7
Interest payable and similar expenses
2024
2023
£'000
£'000
Net interest on the net defined benefit liability
8
11
Other interest
2
-
0
10
11
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
8
Taxation
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
51
185
Adjustments in respect of prior periods
37
-
0
Group tax relief
959
581
Total current tax
1,047
766
Deferred tax
Origination and reversal of timing differences
82
(1)
Total tax charge
1,129
765

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
4,656
3,785
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
1,164
889
Tax effect of expenses that are not deductible in determining taxable profit
(74)
(72)
Adjustments in respect of prior years
37
-
0
Permanent capital allowances in excess of depreciation
-
0
1
Depreciation on assets not qualifying for tax allowances
2
-
0
Other permanent differences
-
0
(53)
Taxation charge for the year
1,129
765

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
(54)
10
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
9
Dividends
2024
2023
£'000
£'000
Interim paid
5,500
2,750
10
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Total
£'000
£'000
£'000
Cost
At 1 January 2024
1,150
268
1,418
Additions
18
124
142
At 31 December 2024
1,168
392
1,560
Depreciation and impairment
At 1 January 2024
940
208
1,148
Depreciation charged in the year
88
16
104
At 31 December 2024
1,028
224
1,252
Carrying amount
At 31 December 2024
140
168
308
At 31 December 2023
210
60
270
11
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
Warwick Dynamics Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
100.00
Biddle Limited
15 Northgate, Aldridge, Walsall, WS9 8QD
Ordinary
100.00

 

12
Stocks
2024
2023
£'000
£'000
Raw materials and consumables
2,192
2,336
Work in progress
507
919
Finished goods and goods for resale
188
139
2,887
3,394
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
13
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Trade debtors
2,185
2,169
Corporation tax recoverable
3
-
0
Amounts owed by group undertakings
571
225
Prepayments and accrued income
372
573
3,131
2,967
2024
2023
Amounts falling due after more than one year:
£'000
£'000
Deferred tax asset (note 16)
57
85
Total debtors
3,188
3,052
14
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Trade creditors
1,230
1,163
Amounts owed to group undertakings
923
532
Corporation tax
-
0
90
Other taxation and social security
369
415
Accruals and deferred income
818
888
3,340
3,088
15
Provisions for liabilities
2024
2023
£'000
£'000
Warranty provision
94
127
Movements on provisions:
Warranty provision
£'000
At 1 January 2024
127
Utilisation of provision
(33)
At 31 December 2024
94
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
16
Deferred taxation

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

Assets
Assets
2024
2023
Balances:
£'000
£'000
Accelerated capital allowances
(13)
7
Retirement benefit obligations
70
78
57
85
2024
Movements in the year:
£'000
Asset at 1 January 2024
85
Charge to profit or loss
(82)
Credit to other comprehensive income
54
Asset at 31 December 2024
57

The deferred tax asset set out above is expected to reverse within 12 months.

17
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of 25p each
4,000
4,000
1
1

All shares rank pari passu.

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
156
161

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Retirement benefit schemes
(Continued)
- 23 -
Defined benefit schemes

The company is the principal employer of the Biddle Pension and Life Assurance Plan which is a defined benefit scheme. The scheme has been closed to new employees 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. This scheme is account for as a defined benefit plan within these financial statements.

 

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.

2024
2023
Key assumptions
%
%
Discount rate
5.50
4.55
RPI inflation
3.00
2.95
CPI inflation
2.65
2.55
Mortality assumptions
2024
2023

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
20.5
20.4
- Females
19.1
18.9
Retiring in 20 years
- Males
20.9
20.7
- Females
22.8
22.7
Amounts recognised in the profit and loss account
2024
2023
Costs/(income):
£'000
£'000
Net interest on net defined benefit liability/(asset)
8
11
Amounts recognised in other comprehensive income
2024
2023
Costs/(income):
£'000
£'000
Actual return on scheme assets
212
(270)
Less: calculated interest element
267
276
Return on scheme assets excluding interest income
479
6
Actuarial changes related to obligations
(265)
180
Total costs
214
186
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Retirement benefit schemes
(Continued)
- 24 -

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

2024
2023
Liabilities/(assets):
£'000
£'000
Present value of defined benefit obligations
5,842
6,259
Fair value of plan assets
(5,569)
(5,955)
Deficit in scheme
273
304
2024
Movements in the present value of defined benefit obligations
£'000
Liabilities at 1 January 2024
6,259
Benefits paid
(427)
Actuarial gains and losses
(265)
Interest cost
275
At 31 December 2024
5,842

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

2024
Movements in the fair value of plan assets
£'000
Fair value of assets at 1 January 2024
5,955
Interest income
267
Return on plan assets (excluding amounts included in net interest)
(479)
Benefits paid
(427)
Contributions by the employer
253
At 31 December 2024
5,569

The actual return on plan assets was £212,000 (2023 - £270,000).

2024
2023
Fair value of plan assets
£'000
£'000
Insurance policy
1,035
1,247
Fund investments
4,340
4,525
Cash/other
194
183
5,569
5,955
CARVER INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
19
Financial commitments, guarantees and contingent liabilities

The company is a member of a group VAT registration comprising Carver Group Limited, Thermoscreens Limited, Carver International, Widney Leisure Limited, Carver & Co (Engineers) Limited and Carver Climate Systems Limited. All companies within the VAT group are jointly and severally liable for any amounts due to HMRC in respect of VAT, being £307,000 (2023: £360,000) at 31 December 2024.

 

On 11 December 2011, the company, along with other group companies, entered into a guarantee and indemnity in respect of the liabilities of Carver Group Limited (the ultimate parent company) in respect of their future funding obligations to their defined benefit scheme in the event of a default on their obligations to fund the scheme. The valuation, calculated by the actuary on a projected unit basis, shows a surplus at 31 December 2024 on the Carver Group Scheme on £235,000, restricted to £nil (2023: deficit of £26,000). To date there has been no default event and as such no amounts have been provided under the guarantee and indemnity.

 

The company is party to a cross guarantee in respect of the group overdraft and loan facility. There is a floating charge over the assets of the company in relation to this guarantee. As at 31 December 2023 there was a total group liability of £27,850,000 (2023: £30,279,000).

20
Operating lease commitments
Lessee

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

2024
2023
£'000
£'000
Within one year
60
43
Between two and five years
48
92
108
135
21
Related party transactions

The company is a wholly owned subsidiary of Carver Group Limited and has taken advantage of the exemption conferred by section 33.1A of FRS 102 not to disclose transactions with Carver Group Limited or other wholly owned subsidiaries within the group.

22
Ultimate parent company and controlling party

The company is a wholly owned subsidiary of Carver Climate Systems Limited, a company incorporated in the United Kingdom. The ultimate controlling party is Carver Group Limited, a company incorporated in the United Kingdom.

 

The largest and smallest group in which the results of the company are consolidated is that headed by Carver Group Limited, incorporated in the United Kingdom. The consolidated accounts of this company are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. No other group accounts include the results of the company.

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