The directors present the strategic report for the year ended 31 December 2024.
The group continues to be the United Kingdom’s (UK) number one supplier and manufacturer of electronic temperature measuring instruments. The company's trading subsidiary, Electronic Temperature Instruments Ltd. (ETI), was founded in 1983 to fulfil the opportunity in the market to manufacture digital thermometers and temperature measuring probes to assist companies to comply with the Food Safety and HACCP regulations in the hospitality and food processing industries. The business also supplies numerous industrial businesses with temperature measuring test equipment to comply predominantly with the HVAC building service regulations.
The group has used two key performance indicators to assess the performance of the company, being gross profit and gross profit margin percentage. The company has experienced an increase in gross profit for 2024: £8,819,467 (2023: £8,351,456), and the gross profit margin was 36.7% (2023: 36.1%). The gross margin percentage has been maintained as a result of more settled component costs after a period in which both supply and prices were volatile. The group enjoyed a 4.1% increase in turnover in 2024 compared to 2023.
The group continues to bring a range of new and improved products to the market, with further new product launches expected in 2025.
The group continues to support local charities. The charities are chosen by the Directors which they feel that will have the biggest impact in the local area and for those families who work at, or are associated with ETI. The charities the group supported during 2024 were as follows:
Turning Tides (Worthing Homeless Project)
St Barnabas Hospices
Cancer Research
Comic Relief
Guildcare (Children and Adults with Learning Disabilities)
Care for Veterans
Love your Hospital
Macmillan Cancer Support
The ongoing investment in R&D is seen as key for ETI’s continued success. Developing new innovative ways to measure temperature efficiently, whilst seeking to save end user's time. The driver for this is our customer base who are continuously looking for financial efficiencies in the hospitality and food processing industries, and who are increasingly using computers and other handheld devices to record temperatures. Using new technologies such as Wi-Fi and Bluetooth, linked to cloud storage for the data collected is a significant improvement for the industry, rather than pen and paper logbooks for recording temperature readings, this technology also improves traceability and provides compliance.
Projects which include technologies such as Wi-Fi and Bluetooth have been key to success for the group and the fast-moving developments of these technologies require continuous redevelopment and engineering to work with all up to date IOT / Smart Devices.
Other developments include redesigning existing thermometer products to make them quicker and easier for production to assemble, using customer feedback to re-engineer products to be more fit for purpose.
The board of directors have considered the risks and uncertainties facing the group as part of the business review. The group has identified four key risk areas. The continued key risk is sterling being devalued against the US dollar which would increase the costs of imported components. We hope to counter this by growing the demand in exports, whilst sourcing local suppliers where economically feasible. An in-depth annual review of the group's selling prices and discounts given to resellers and distributors across the product range is seen as paramount.
The second risk would be our instruments becoming obsolete due to technological development; this has been addressed by constant investment in pioneering research and the development of new products. We have launched several successful new products in 2024, including the Therma K Blue and the Thermapen 20 Blue, which are Bluetooth enabled handheld thermometers. The ThermaData Loggers were also upgraded into a new water resistant enclosure and the electronic circuitry has also been improved to allow over 100,000 readings to be stored.
Another risk is ensuring that there remains a strong demand for the products the company manufactures; the company continues to invest heavily in marketing and developing the brand worldwide.
Lastly, the group retains a vulnerability in having one particularly large customer. Whilst a strong relationship exists with this customer, the group continually considers its exposure by broadening its customer base as widely as possible.
The group also regularly reviews factors which are not in the group's control which include the impact of current economic conditions, both locally and globally, and the impact of, and response to, US driven tariff levels throughout the world.
At the time of signing the accounts the board of directors believe that the group has considered and addressed, where appropriate, all foreseeable uncertainties and risks.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £500,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of CLJ Holdings 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
We enquired of management, which included obtaining and reviewing supporting documentation, concerning the group's policies and procedures relating to:
Identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance;
Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected, or alleged fraud;
We reviewed the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
We inspected the minutes of meetings of those charged with governance.
We obtained an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a material effect on the financial statements or that had a fundamental effect on the operations of the group from our professional and sector experience.
We communicated applicable laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit.
We reviewed the financial statement disclosures and tested these to supporting documentation to assess compliance with applicable laws and regulations.
We performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments, assessed whether the judgements made in making accounting estimates are indicative of a potential bias and tested significant transactions that are unusual or those outside the normal course of business.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and valuation of stock.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year by agreeing to supporting documentation;
Assessing significant estimates made by management for bias;
Selecting a sample of year end stock items and agreeing to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have the appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £500,000 (2023 - £0 profit).
CLJ Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Riverside House, Easting Close, Worthing, West Sussex, BN14 8HQ.
The group consists of CLJ Holdings Limited and all of its subsidiaries.
The parent company changed its accounting reference date from 30 November to 31 December to align with its subsidiary, enabling the preparation of consolidated financial statements. As a result, the parent company’s individual financial statements cover a 13-month period ended 31 December 2024, the period to 31 December 2023 being dormant. However, the subsidiary’s financial statements cover the 12-month period ended 31 December 2024, and the subsidiary’s results are materially representative of the group’s performance.
These consolidated financial statements have been prepared using merger accounting principles in accordance with FRS 102 Section 19. Consequently, the comparative figures for the year ended 31 December 2023 reflect the results of the combined entities as if the merger had taken place at the beginning of the comparative period.
The directors consider that the comparative figures are broadly comparable, notwithstanding the extended reporting period for the parent company.
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 £.
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 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 for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income.
The consolidated financial statements include the financial statements of the parent company, CLJ Holdings Limited, and its subsidiaries, prepared using the merger accounting method where applicable.
Merger accounting is applied to group reconstructions involving entities under common control, in accordance with FRS 102 Section 19.30. Under this method, the financial statements of the combining entities are consolidated from the beginning of the financial year in which the combination occurred, and comparative figures are restated accordingly.
All intra-group transactions, balances, and unrealised gains and losses are eliminated on consolidation.
Where merger accounting is not applicable, subsidiaries are consolidated from the date control commences until the date control ceases, using the acquisition method.
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.
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.
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.
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, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis.
The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
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.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. 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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in taking such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future financial performance of that unit.
Inventories are valued at the lower cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2023, the current weighted averaged tax rate was 23.52%.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
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:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Any net reversal of the deferred tax liability is not expected to be significant in the current year.
It cannot be predicted with any accuracy as to when the timing differences existing at the year-end will expire, except that it will be in the foreseeable future. The prediction is that new timing differences will arise in the foreseeable future, due to continuing investment in plant and equipment, replacing the reversing timing differences, thereby leading to a relatively constant overall deferred tax balance.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
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:
On 1st August 2024, CLJ Holdings Limited undertook a group reconstruction involving the acquisition of Electronic Temperature Instruments Limited, a company under common control. This transaction has been accounted for using the merger accounting method in accordance with FRS 102 Section 19.30, as the entities involved were ultimately controlled by the same party both before and after the combination, and that control was not transitory.
Under merger accounting:
The results and cash flows of both entities have been included in the financial statements of the combined entity from the beginning of the financial year in which the combination occurred.
Comparative figures for the prior year have been restated as if the combination had taken place at the beginning of that period.
The accounting policies of both entities have been aligned to ensure consistency.
This restatement of comparatives is a requirement of merger accounting and does not constitute a prior year adjustment under FRS 102 Section 10.
Reserves and Equity Presentation
Due to the nature of the transaction, certain reserves such as share premium and capital redemption reserves of the acquired entity have been presented as movements in other reserves. Any difference between the nominal value of shares issued and the nominal value of shares received has also been recorded in other reserves, in accordance with Companies Act 2006 (SI 2008/410, Sch. 6, para. 11(6)).
All movements in equity arising from the combination have been disclosed in the Statement of Changes in Equity.