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Registered number: 08276510 CORLEY + WOOLLEY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
CORLEY + WOOLLEY LIMITED COMPANY INFORMATION
Directors | J C Corley
| M R Woolley
| B R Smith
| S J Talbot (resigned 31 March 2024)
Registered number | 08276510
Registered office | Suite D, The Business Centre
| Faringdon Avenue
| Romford
| Essex
| RM3 8EN
Independent auditors | Clay Ratnage Daffin & Co Limited
| Chartered Accountants & Statutory Auditors
| Suite D, The Business Centre
| Faringdon Avenue
| Romford
| Essex
| RM3 8EN
Bankers | National Westminster Bank Plc
| 10 Southwark Street
| London
| SE1 1TJ
CORLEY + WOOLLEY LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 8
Statement of comprehensive income | 9
Balance sheet | 10
Statement of changes in equity | 11
Notes to the financial statements | 12 - 25
CORLEY + WOOLLEY LIMITED STRATEGIC REPORT FOR THE PERIOD ENDED 31 OCTOBER 2024
Introduction
We present our Strategic Report with the Financial Statements of the company for the period ended 31 October 2024.
Company overview
The principal activity of the company continues to be that of a main contractor specialising in interior fit-out and refurbishment projects in the commercial office and hospitality sectors. We operate predominantly in the London and M25 corridor market. Whilst it is evident to all involved that there has been large price rises in the cost of materials along with interest rate rises, labour shortages, energy and the like, this has been exacerbated by the regular failure of the supply chain, and the lack of support from specific Developer Clients who unfortunately expect contractors to be able to absorb all of the above variables that occurred in the marketplace, thereby draining the business of a significant proportion of its working capital. We suffered from these issues on two projects which has caused the business to make substantial provision for foreseeable losses within the prior reporting period, as dictated by accounting rules. We have a significant P.I. claim being submitted which has the opportunity to improve the cash position of the company but will not be concluded until late 2025. As a result of this the company was forced to enter into a CVA on 10 July 2024, to protect itself from aggressive creditors. Moving forward the directors have put additional safeguards and procedures in place to protect the company from similar issues on future projects. Once we entered the CVA, the year 2024 was utilised by Corley + Woolley to close out projects it secured throughout 2023 and undertake end of defects works so we could collect owed retentions whilst we also continue to deal with the significant P.I. claim. Despite this, we remain positive about both our industry and our businesses, and we will focus on completing all end of defect works and retention collections to provide the business with the strongest base for the future once the P.I. claim has been settled.
Review of business performance
The Directors chose to change the reporting period to an extended 16 months. The results for the period show an operating loss of £267,344 (Jun 2023 - loss £3,240,372) and a pre-tax loss of £212,062 (Jun 2023 - loss £3,211,833).
Principal risks and uncertainties
The key business risks and uncertainties that face the company are related to the management of the CVA process and ultimately the successful conclusion of the P.I. claim that it is pursuing. The market remains volatile with both competitor and supply chain failures, which brings uncertainty to Clients and investors alike. The Board will continue to monitor the financial performance of the company as well as applying appropriate Health & Safety expertise. The Directors of Corley + Woolley Limited continue to remain committed and in control of the business and it remains a live company for future work.
Financial key performance indicators
The gross profit of the company for the current period is 6.5% compared to 0.2% for the period ended 30 June 2023. The current ratio has reduced to 0.87:1 (Jun 2023 - 1.20:1). Page 1
CORLEY + WOOLLEY LIMITED STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 OCTOBER 2024 This report was approved by the board on 27 August 2025 and signed on its behalf.
J C Corley Director
Page 2
CORLEY + WOOLLEY LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 31 OCTOBER 2024 The directors present their report and the financial statements for the period ended 31 October 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to 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.
Principal activity
The principal activity of the company continues to be that of interiors and fit-out contractors.
Results and dividends
The loss for the period, after taxation, amounted to £629,150 (2023 - loss £2,500,643). During the period dividends were paid totalling £1,205,810 (Jun 2023 - £532,940). The directors do not recommend the payment of a further dividend and under the terms of the voluntary arrangement no dividends will be declared while the arrangement is in force.
Directors
The directors who served during the period were:
J C Corley
M R Woolley
B R Smith
S J Talbot (resigned 31 March 2024)
Future developments
The directors are not aware of any future developments which would have a significant effect on the company. Page 3
CORLEY + WOOLLEY LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 OCTOBER 2024
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the company since the year end.
Auditors
Under section 487(2) of the Companies Act 2006, Clay Ratnage Daffin & Co Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board on 27 August 2025 and signed on its behalf.
J C Corley Director
Page 4
CORLEY + WOOLLEY LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED
Opinion
We have audited the financial statements of Corley + Woolley Limited (the 'company') for the period ended 31 October 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the company's affairs as at 31 October 2024 and of its loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which indicates that the value and timing of a significant P.I. claim is as yet to be determined. As stated in note 1.3, these events or conditions, along with the other matters as set forth in note 1.3, indicate that a material uncertainty exists that may cast doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included review of the Company Voluntary Arrangement agreed 10 July 2024, forecasts prepared and the estimates and assumptions in relation to the P.I. claim. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
CORLEY + WOOLLEY LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial period 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.
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: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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. Page 6
CORLEY + WOOLLEY LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED (CONTINUED)
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 an Auditors' 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: To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: • Obtaining an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. • Obtained an understanding of how the company is complying with those legal and regulatory frameworks by making enquiries to the management of the company’s accounting department, and management itself. • The susceptibility of the company’s financial statements to material misstatement caused by fraud or other irregularities were assessed with the following procedures: o Identifying and assessing the design effectiveness of controls which management have in place to prevent and detect fraud o Understanding how those charged with governance considered and addressed the potential for override of controls and management biases o Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations o Assessing the extent of compliance with the relevant laws and regulations o Assessing the extent to which pressures existed which may have increased the risk of fraudulent revenue recognition Potential fraud risks that had been identified throughout the planning and commencement of the audit were communicated to the audit team. The inherent limitations of audit present an unavoidable risk that we, the auditors, may not have detected some material misstatements within the financial statements despite proper planning and performance of our duties as auditors. Equally, there remains a risk of the non-detection of fraud which could involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. The audit procedures carried out are designed to detect material misstatements within the financial statements, and as such we take no responsibility for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. 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 Auditors' Report. Page 7
CORLEY + WOOLLEY LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CORLEY + WOOLLEY LIMITED (CONTINUED) 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 Auditors' 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. Lorraine Catherine Purdy FCCA (Senior statutory auditor) for and on behalf of Clay Ratnage Daffin & Co Limited Chartered Accountants & Statutory Auditors Suite D, The Business Centre Faringdon Avenue Romford Essex RM3 8EN 27 August 2025 Page 8
CORLEY + WOOLLEY LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 OCTOBER 2024
| 16 months ended 31 October | 18 months ended 30 June
| 2024 | 2023
Note | £ | £
Turnover | 4 | 24,704,763 | 68,543,629
Cost of sales |  | (23,102,169) | (68,421,985)
Gross profit |  | 1,602,594 | 121,644
Administrative expenses |  | (1,869,938) | (3,362,016)
Operating loss | 5 | (267,344) | (3,240,372)
Interest receivable and similar income | 11 | 94,783 | 28,761
Interest payable and similar expenses | 10 | (39,501) | (222)
Loss before tax |  | (212,062) | (3,211,833)
Tax on loss | 12 | (417,088) | 711,190
Loss for the financial period |  | (629,150) | (2,500,643)
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 12 to 25 form part of these financial statements.
Page 9
CORLEY + WOOLLEY LIMITED REGISTERED NUMBER: 08276510 BALANCE SHEET AS AT 31 OCTOBER 2024
|  | 31 October |  | 30 June
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 6,144 |  | 179,921
Current assets |  |  |  |  |
Debtors | 14 | 4,502,508 |  | 10,210,845 |
Cash at bank and in hand | 15 | 32,329 |  | 3,869,589 |
|  | 4,534,837 |  | 14,080,434 |
Creditors: amounts falling due within one year | 16 | (5,191,481) |  | (11,684,693) |
Net current (liabilities)/assets |  |  | (656,644) |  | 2,395,741
Total assets less current liabilities |  |  | (650,500) |  | 2,575,662
Creditors: amounts falling due after more than one year | 17 |  | - |  | (1,391,202)
Net (liabilities)/assets |  |  | (650,500) |  | 1,184,460
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 50 |  | 50
Share premium account | 20 |  | 28,848 |  | 28,848
Capital redemption reserve | 20 |  | 80 |  | 80
Profit and loss account | 20 |  | (679,478) |  | 1,155,482
|  |  | (650,500) |  | 1,184,460
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 August 2025.
J C Corley
Director
The notes on pages 12 to 25 form part of these financial statements. Page 10
CORLEY + WOOLLEY LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 OCTOBER 2024
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 July 2023 | 50 | 28,848 | 80 | 1,155,482 | 1,184,460
Loss for the period | - | - | - | (629,150) | (629,150)
Dividends: Equity capital | - | - | - | (1,205,810) | (1,205,810)
At 31 October 2024 | 50 | 28,848 | 80 | (679,478) | (650,500)
| The notes on pages 12 to 25 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2023
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2022 | 55 | 28,848 | 75 | 4,189,065 | 4,218,043
Loss for the period | - | - | - | (2,500,643) | (2,500,643)
Dividends: Equity capital | - | - | - | (532,940) | (532,940)
Purchase of own shares | - | - | 5 | - | 5
Shares cancelled during the period | (5) | - | - | - | (5)
At 30 June 2023 | 50 | 28,848 | 80 | 1,155,482 | 1,184,460
| The notes on pages 12 to 25 form part of these financial statements.
Page 11
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024 1.Accounting policies
| 1.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The figures in the financial statements have been rounded to the nearest £1. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 1.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d). This information is included in the consolidated financial statements of WOLCOR Holdings Limited. Page 12
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024 1.Accounting policies (continued)
| 1.3 | Going concern
The company has reported a loss before tax of £212k in the 16 month period ended 31 October 2024. This was after provision for total estimated foreseeable losses on two contracts was recognised as an expense in the period ended 30 June 2023. The losses on these contracts along with price rises, labour shortages and the long-term effects of COVID-19 seen industry-wide, caused a significant disruption to working capital. This led to the company entering into a Company Voluntary Arrangement (CVA) on 10 July 2024 and the company has a P.I. claim of some £8.8m which has been submitted in relation to the losses incurred. As disclosed in note 3, the financial statements require management to make significant judgments and estimates in relation to amounts recoverable on long-term contracts, including the P.I. claim, and cost of sales accruals. For the purposes of the accounts, the directors have been conservative in their provision of amounts recoverable on long-term contracts. The total amounts claimed are in excess of the accounts provision and if all amounts due to the company are recovered, it is the directors' expectation that the company will be able to meet the terms of the voluntary arrangement. In arriving at their conclusion on going concern, the directors have given due consideration to whether the funding and liquidity resources available are sufficient to accommodate the principal risks and uncertainties faced by the Company, as noted above. The directors have prepared forecasts based on reasonable assumptions and the directors’ best estimates of the timing of income from contracts and the P.I. claim but the element relating to the P.I. claim is as yet to be determined. The directors have also considered the terms of the voluntary arrangement which has a term of 60 months from 10 July 2024. This therefore provides a material uncertainty related to events or conditions that would impact upon the company’s ability to continue as a going concern and realise its assets and discharge its liabilities in the normal course of business. At the time of approving the financial statements, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the approval of the financial statements.
| 1.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Full provision is made for losses on all contracts in the year in which they are first foreseen. Page 13
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024 1.Accounting policies (continued)
| 1.5 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using an appropriate basis. The estimated useful lives range as follows:
|  |  |  | Motor vehicles | - | 25% reducing balance
|  |  |  | Office equipment | - | 3 years straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 1.6 | Operating leases: the company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 1.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 1.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 1.9 | Financial instruments
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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. Page 14
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024 1.Accounting policies (continued)
| 1.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 1.11 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 1.12 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
| 1.13 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 1.14 | Pensions
Defined contribution pension plan The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds. Defined benefit pension plan The company operates a defined small self-administered scheme (SSAS) for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement. A defined benefit plan is a pension plan that is not a defined contribution plan. The cost of the defined benefit SSAS recognised in profit or loss as employee costs comprises: a) the company contributions to fund the specific pension calculated during the year; and b) the cost of plan set up, specialist acturial calculations and administration. The company contributions will be limited to those calculated by the scheme actuary for an appropriate level of annual pension. Once the contributions have been paid by the company to fund a specific pension, the company has no further payment obligations. Page 15
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024 1.Accounting policies (continued)
| 1.15 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
2. | General information
Corley + Woolley Limited is a private company limited by shares, incorporated in England, United Kingdom. The address of the registered office is Suite D, The Business Centre, Faringdon Avenue, Romford, Essex RM3 8EN. The company's principal place of business is 99 Bishopsgate, London, EC2M 3XD.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include amounts recoverable on long-term contracts valued at £2,359,098 (Jun 2023 - £3,379,149) and cost of sales accruals within the voluntary arrangement other creditors valued at £1,389,396 (Jun 2023 - £5,596,484). Page 16
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Contract revenue | 24,704,763 | 68,543,629
| All turnover arose within the United Kingdom.
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation | 38,310 | 106,256
| Fees payable to the company's auditor and its associates for the audit of the company's annual accounts | 9,705 | 13,310
| Loss on disposal of assets | - | 130,348
| Other operating lease rentals | 284,630 | 222,706
| Pension costs | 166,393 | 142,296
6. | Dividends
|  |  |  |  | 16 Months ended 31 October | 18 Months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Paid during the period | 1,205,810 | 532,940
Page 17
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
7. | Auditors' remuneration
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the company's auditor and its associates for the audit of the company's annual accounts | 9,705 | 13,310
| Fees payable to the company's auditors and associates in respect of: |  |
| All other services | 13,055 | 19,190
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 2,802,879 | 5,585,732
| Social security costs | 337,623 | 689,427
| Cost of pension scheme | 166,393 | 142,296
|  | 3,306,895 | 6,417,455
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Directors | 4 | 4
|  | Direct staff | 22 | 45
|  | Administration staff | 5 | 8
|  |  | 31 | 57
Page 18
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
9. | Directors' remuneration
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 346,779 | 638,902
| Company contributions to pension schemes | 114,197 | 25,884
|  | 460,976 | 664,786
| During the period retirement benefits were accruing to 4 directors (2023 - 3) in respect of pension schemes.
| The highest paid director received remuneration of £155,557 (2023 - £265,270).
| The value of the company's contributions paid to a pension scheme in respect of the highest paid director amounted to £7,500 (2023 - £13,062).
10. | Interest payable and similar expenses
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loan interest payable | - | 222
| Other interest payable | 39,501 | -
11. | Interest receivable
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | 94,783 | 28,761
Page 19
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
12. | Taxation
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | - | (269,147)
| Deferred tax |  |
| Origination and reversal of timing differences | 417,088 | (442,043)
|  | 417,088 | (711,190)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:
|  |  |  |  | 16 months ended 31 October | 18 months ended 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (212,062) | (3,211,833)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%) | (53,016) | (610,248)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 15,831 | 14,027
| Depreciation for the year in excess/(less than) capital allowances | 43,444 | (6,921)
| Utilisation of tax losses | (27,592) | -
| Adjustments to tax charge in respect of prior periods | - | (243,144)
| Increase in pension fund creditor leading to an increase in tax | 21,333 | 1,220
| Deferred tax timing differences leading to an increase/(decrease) in taxation | 417,088 | (442,043)
| Unrelieved tax losses carried forward | - | 575,919
| Total tax charge for the period | 417,088 | (711,190)
| Factors that may affect future tax charges
The company has tax losses of some £2,921,000 carried forward for offset against future trading profits. Page 20
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
13. | Tangible fixed assets
|  | Motor vehicles | Office equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 July 2023 | 218,302 | 131,480 | 349,782
| Disposals | (218,302) | - | (218,302)
| At 31 October 2024 | - | 131,480 | 131,480
| Depreciation |  |  |
| At 1 July 2023 | 67,083 | 102,778 | 169,861
| Charge for the period on owned assets | 15,752 | 22,558 | 38,310
| Disposals | (82,835) | - | (82,835)
| At 31 October 2024 | - | 125,336 | 125,336
| Net book value |  |  |
| At 31 October 2024 | - | 6,144 | 6,144
| At 30 June 2023 | 151,219 | 28,702 | 179,921
Page 21
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
14. | Debtors
|  |  |  |  | 31 October | 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due after more than one year |  |
| Trade debtors | - | 34,680
| Other debtors | - | 42,000
| Due within one year |  |
| Trade debtors | 1,445,378 | 5,355,396
| Other debtors | 696,040 | 919,053
| Prepayments and accrued income | 1,992 | 63,479
| Amounts recoverable on long-term contracts | 2,359,098 | 3,379,149
| Deferred taxation | - | 417,088
|  | 4,502,508 | 10,210,845
15. | Cash and cash equivalents
|  |  |  |  | 31 October | 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 32,329 | 3,869,589
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 31 October | 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | - | 4,449,056
| Amounts owed to group undertakings | 495 | -
| Other taxation and social security | 6,168 | 1,566,136
| Other creditors including voluntary arrangement | 5,167,288 | 36,262
| Accruals and deferred income | 17,530 | 5,633,239
|  | 5,191,481 | 11,684,693
| The company entered into a voluntary arrangement on 10 July 2024. Included in other creditors is £5,161,672 (2023 - £Nil) in relation to amounts owed under this arrangement. Under the terms of the arrangement, commencing July 2024 the company has made monthly contributions of varying amounts to the supervisors based on 50% of net funds held by the company. The duration of the agreement is 60 months.
Page 22
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
17. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 31 October | 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | - | 1,391,202
18. | Deferred taxation
|  | 2024 | 2023
|  | £ | £
| At beginning of year | 417,088 | (24,955)
| Released to profit or loss | (417,088) | 442,043
| At end of year | - | 417,088
| The deferred tax asset is made up as follows:
|  |  |  |  | 31 October | 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Tax losses carried forward | - | 417,088
Page 23
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
19. | Share capital
|  |  |  |  | 31 October | 30 June
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 3,300 (2023 - 3,300) A Ordinary shares of £0.01 each | 33 | 33
|  | 550 (2023 - 550) B Ordinary shares of £0.01 each | 6 | 6
|  | 1,100 (2023 - 1,100) D Ordinary shares of £0.01 each | 11 | 11
|  |  | 50 | 50
| The A, B and D Ordinary shares have full rights to vote, dividends and capital distribution (including on winding up); they do not confer any rights of redemption. A requisite resolution to declare a dividend may, if desired, be declared on an unequal basis between the A Ordinary, B Ordinary and D Ordinary shares and may provide that a dividend is not declared at all in respect of a class.
20. | Reserves
Share premium account Includes any premiums received on issue of share capital. Capital redemption reserve A statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of the company's own shares. Profit and loss account Includes all current and prior period retained profits and losses.
21. | Pension commitments
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £66,393 (Jun 2023 - £142,296). Contributions totalling £281 (Jun 2023 - £30,927) were payable to the fund at the reporting date. The company also operated a defined benefit small self-administered scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company for a specific pension and amounted to £100,000 (Jun 2023 - £Nil).
22. | Commitments under operating leases
| The company had no commitments under non-cancellable operating leases at the balance sheet date.
Page 24
CORLEY + WOOLLEY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 OCTOBER 2024
23. | Related party transactions
|  | 31 October | 30 June
|  | 2024 | 2023
|  | £ | £
| Key management personnel remuneration | 460,976 | 664,786
| Dividends paid to directors and their associates | - | 532,940
| The company has taken advantage of the exemption in FRS102 section 33.1A not to disclose transactions with the members of the group.
24. | Controlling party
On 14 June 2023, WOLCOR Holdings Limited became the parent company of Corley+Woolley Limited. The registered office of the parent company is Suite D, The Business Centre, Faringdon Avenue, Romford, Essex, RM3 8EN. The ultimate controlling party of the parent company is J C Corley and M R Woolley.
Page 25