REGISTERED NUMBER: 13628613 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CHARTLEY HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

R Patel

Mrs J Patel

REGISTERED OFFICE:

34 Waterloo Road

Wolverhampton

WV1 4DG

REGISTERED NUMBER:

13628613 (England and Wales)

AUDITORS:

Crombies Accountants Limited

Chartered Accountants and Statutory Auditor

34 Waterloo Road

Wolverhampton

West Midlands

WV1 4DG

The results for the year are set out on page 10 of the financial statements. Profit before tax for the year was £16,913,517 (2023: £4,721,210). The directors consider both the profit achieved on ordinary activities before taxation and the year-end financial position to be satisfactory in light of the trading environment described below.

During the year we continued to prioritise product quality, service and innovation while maintaining competitive pricing. Investments in plant and equipment made in recent periods supported improved production efficiency and capacity utilisation, while ongoing cost-control measures helped offset persistent input cost volatility.

REVIEW OF BUSINESS

The principal activity of the group is the manufacture and wholesale of household paper products together with property rental

BUSINESS ENVIRONMENT

The group continued to feel the effects of cost pressures including increases in relation to raw materials, transport and energy costs, made more significant by the continued war in Ukraine.

During the year the group continued to invest in new plant and equipment to increase capacity further.

PRINCIPAL RISKS AND UNCERTAINTIES

The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls.

Credit risk

The assessment of credit risk in the commercial sector is also an underlying uncertainty within the business and the group operates a bad debt insurance policy in order to minimise the risk.

Interest rate risk

The group is vulnerable to changes in interest rates thereby potentially increasing the interest cost. This risk is addressed by planning for repayments of the interest and principal and monitoring the mix of borrowings to ensure the balance between fixed and floating rate instruments is appropriate.

Liquidity risk

The group monitors cash flow, both as part of its day to day control procedures and with regard to longer term planning in order to ensure that adequate liquidity remains available to the group for the short, medium and long term.

SECTION 172(1) STATEMENT

The directors confirm that they have acted in good faith in the way they consider what would be most likely to promote the success of the group and company for the benefit of its stakeholders as a whole. In doing so they have considered, amongst other matters, those set out in section 172(1) (a) to (f) of the Companies Act 2006 as to :

-the likely consequence of any decision in the long term

-the interests of the group's employees

-the need to foster the group's business relationships with suppliers, customers and others

-the impact of the group's operations on the community and the environment

-the desirability of the group to maintain a reputation for high standards of business conduct and

-the need to act fairly as between the members of the group

The stakeholders the directors consider in this regard are primarily its employees and customers but also the wider community. Engagement with all the stakeholders is of fundamental importance across the business and the directors are focused on building these relationships on a continuous basis.

FINANCIAL KEY PERFORMANCE INDICATORS

The key performance indicators used by the directors in assessing the performance of the group revolves around the monthly margin and volume analysis, for each product sector. The performance of the group is reviewed at the monthly director's management meeting, where the results are examined and decisions taken on any corrective action needed to maximize growth in target sectors and enhance profitability. The company have continued to invest in the new machinery which has led to further improvements in production quality and capacity.

FUTURE DEVELOPMENTS

The performance of tissue and hygiene in the UK is expected to improve with demand set to increase as UK consumers become less cautious than they have been in recent years. This is expected to fuel volume and constant value growth. Macroeconomic factors such as the current baby boom and the increases being recorded in the proportion of the UK population aged over 65 years old are set to fuel demand for many products within tissue and hygiene market. The gradual improvement of the UK economy is also expected to improve the ability of consumers to spend money on tissue and hygiene products.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

The directors recognise the importance of high standards of corporate governance to ensure that the group and company are managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term.

The directors are committed to providing the leadership required to ensure that the culture that is so integral to the success of the business is embedded within it and work hard to engage with employees and other key stakeholders to ensure that this healthy corporate culture continues to be delivered through open and honest dialogue regarding, amongst other things, HR policies, GDPR, gender pay review, health and safety and employee communications

ON BEHALF OF THE BOARD:

R Patel - Director

25 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

An interim dividend of 7666.67 per share was paid on 31 March 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 2,300,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R Patel

Mrs J Patel

STREAMLINED ENERGY AND CARBON REPORTING

Unit

2024

2023

Emissions resulting from the purchase of propane by the company for its own use (Scope 1)

tCO2e

339

200

Emissions resulting from the purchase of electricity by the company for its own use (Scope 2)

tCO2e

1,116

1,070

Total emissions

tCO2e

1,455

1,270

Total energy consumption

kWh

5,390,946

5,168,595

Intensity metric (Tonnes per pallet)

0.0015

0.002

Methodologies for energy and emissions calculations

The directors have followed the Government policy Streamlined Energy & Carbon Reporting (SECR), as implemented by the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.They have also utilised the UK Government's Conversion factors for company reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per pallet of goods produced

which is a valid and comparable ratio for the industry

Measures taken to improve energy efficiency

The company is committed to year on year improvements in its operational efficiency and management are continually reviewing and appraising alternative sources of energy that would be feasible, practical and cost effective.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Crombies Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R Patel - Director

25 September 2025

Opinion

We have audited the financial statements of Chartley Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, UK taxation legislation and other laws and regulations identified as risk areas from making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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

-performed analytical procedures to identify any unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-agreeing financial statement disclosures to underlying supporting documentation;

-reading the minutes of meetings of those charged with governance;

-enquiring of management as to actual and potential litigation and claims; and

-reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, 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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Cattell FCA (Senior Statutory Auditor)

for and on behalf of Crombies Accountants Limited

Chartered Accountants and Statutory Auditor

34 Waterloo Road

Wolverhampton

West Midlands

WV1 4DG

25 September 2025

TURNOVER

3

152,225,414

50,486,719

Cost of sales

117,468,829

40,267,577

GROSS PROFIT

34,756,585

10,219,142

Distribution costs

7,427,327

2,083,999

Administrative expenses

10,070,559

3,292,257

17,497,886

5,376,256

17,258,699

4,842,886

Other operating income

42,671

14,223

OPERATING PROFIT

5

17,301,370

4,857,109

Interest receivable and similar income

293,791

11,336

17,595,161

4,868,445

Interest payable and similar expenses

6

681,644

147,235

PROFIT BEFORE TAXATION

16,913,517

4,721,210

Tax on profit

7

6,925,886

1,111,321

PROFIT FOR THE FINANCIAL YEAR

9,987,631

3,609,889

Profit attributable to:

Owners of the parent

9,987,631

3,609,889

PROFIT FOR THE YEAR

9,987,631

3,609,889

OTHER COMPREHENSIVE INCOME

Fair value reserve on acquisition

-

11,040,361

Revenue reserves on acquisition

-

36,005,311

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

47,045,672

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

9,987,631

50,655,561

Total comprehensive income attributable to:

Owners of the parent

9,987,631

50,655,561

FIXED ASSETS

Tangible assets

10

17,473,808

17,915,755

Investments

11

-

-

Investment property

12

45,486,898

29,628,005

62,960,706

47,543,760

CURRENT ASSETS

Stocks

13

8,240,000

5,355,000

Debtors

14

27,995,845

34,783,528

Prepayments and accrued income

3,214,868

1,455,566

Cash at bank and in hand

16,499,310

4,029,211

55,950,023

45,623,305

CREDITORS

Amounts falling due within one year

15

53,221,228

36,320,292

NET CURRENT ASSETS

2,728,795

9,303,013

TOTAL ASSETS LESS CURRENT LIABILITIES

65,689,501

56,846,773

CREDITORS

Amounts falling due after more than one year

16

(2,825,520

)

(4,803,088

)

PROVISIONS FOR LIABILITIES

20

(5,320,489

)

(2,145,153

)

ACCRUALS AND DEFERRED INCOME

21

-

(42,671

)

NET ASSETS

57,543,492

49,855,861

CAPITAL AND RESERVES

Called up share capital

22

300

300

Revaluation reserve

23

11,040,361

11,040,361

Retained earnings

23

46,502,831

38,815,200

SHAREHOLDERS' FUNDS

57,543,492

49,855,861

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

R Patel - Director

FIXED ASSETS

Tangible assets

10

-

-

Investments

11

40,656,061

40,655,961

Investment property

12

-

-

40,656,061

40,655,961

CURRENT ASSETS

Debtors

14

17,446,645

9,200,000

Cash at bank

23,621

100

17,470,266

9,200,100

CREDITORS

Amounts falling due within one year

15

5,515,328

-

NET CURRENT ASSETS

11,954,938

9,200,100

TOTAL ASSETS LESS CURRENT LIABILITIES

52,610,999

49,856,061

CAPITAL AND RESERVES

Called up share capital

22

300

300

Other reserves

40,655,761

40,655,761

Retained earnings

11,954,938

9,200,000

SHAREHOLDERS' FUNDS

52,610,999

49,856,061

Company's profit for the financial year

5,054,938

10,000,000

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

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

R Patel - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

100

-

-

100

Changes in equity

Issue of share capital

200

-

-

200

Dividends

-

(800,000

)

-

(800,000

)

Total comprehensive income

-

39,615,200

11,040,361

50,655,561

Balance at 31 December 2023

300

38,815,200

11,040,361

49,855,861

Changes in equity

Dividends

-

(2,300,000

)

-

(2,300,000

)

Total comprehensive income

-

9,987,631

-

9,987,631

Balance at 31 December 2024

300

46,502,831

11,040,361

57,543,492

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

100

-

-

100

Changes in equity

Issue of share capital

200

-

-

200

Dividends

-

(800,000

)

-

(800,000

)

Total comprehensive income

-

10,000,000

40,655,761

50,655,761

Balance at 31 December 2023

300

9,200,000

40,655,761

49,856,061

Changes in equity

Dividends

-

(2,300,000

)

-

(2,300,000

)

Total comprehensive income

-

5,054,938

-

5,054,938

Balance at 31 December 2024

300

11,954,938

40,655,761

52,610,999

Cash flows from operating activities

Cash generated from operations

1

30,331,117

3,517,631

Interest paid

(615,918

)

(106,267

)

Interest element of hire purchase payments paid

(65,726

)

(40,968

)

Tax paid

(4,226,951

)

1,914,631

Net cash from operating activities

25,422,522

5,285,027

Cash flows from investing activities

Purchase of tangible fixed assets

(3,575,858

)

(3,330,834

)

Purchase of investment property

(18,855,399

)

-

Sale of tangible fixed assets

968,907

-

Sale of fixed asset investments

373,640

-

Sale of investment property

2,996,506

-

Interest received

293,791

11,336

Net cash from investing activities

(17,798,413

)

(3,319,498

)

Cash flows from financing activities

New loans in year

-

6,228,284

Capital repayments in year

(1,048,824

)

1,315,588

Amount introduced by directors

1,569,992

3,914,067

Amount withdrawn by directors

6,582,233

(8,594,639

)

Share issue

-

200

Government grants

42,671

-

Equity dividends paid

(2,300,000

)

(800,000

)

Net cash from financing activities

4,846,072

2,063,500

Increase in cash and cash equivalents

12,470,181

4,029,029

Cash and cash equivalents at beginning of year

2

4,029,129

100

Cash and cash equivalents at end of year

2

16,499,310

4,029,129

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

16,913,517

4,721,210

Depreciation charges

3,035,677

944,248

Profit on disposal of fixed assets

(333,770

)

-

Government grants

(42,671

)

(14,223

)

Finance costs

681,644

147,235

Finance income

(293,791

)

(11,336

)

19,960,606

5,787,134

Increase in stocks

(2,885,000

)

(5,355,000

)

Decrease/(increase) in trade and other debtors

347,809

(30,257,838

)

Increase in trade and other creditors

12,907,702

33,343,335

Cash generated from operations

30,331,117

3,517,631

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

16,499,310

4,029,211

Bank overdrafts

-

(82

)

16,499,310

4,029,129

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

4,029,211

100

Bank overdrafts

(82

)

-

4,029,129

100

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

4,029,211

12,470,099

16,499,310

Bank overdrafts

(82

)

82

-

4,029,129

12,470,181

16,499,310

Debt

Finance leases

(1,315,588

)

1,048,824

(266,764

)

Debts falling due within 1 year

(376,650

)

157,900

(218,750

)

Debts falling due after 1 year

(4,536,324

)

1,710,804

(2,825,520

)

(6,228,562

)

2,917,528

(3,311,034

)

Total

(2,199,433

)

15,387,709

13,188,276