CTD Tiles Holding Limited - Limited company accounts 25.1

REGISTERED NUMBER: 13742424 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 March 2025

for

CTD Tiles Holding Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

J Becker

M A Rivers

REGISTERED OFFICE:

3rd Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

13742424 (England and Wales)

AUDITORS:

Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS

J Becker has held office during the whole of the period from 1 April 2024 to the date of this report.

Other changes in directors holding office are as follows:

M A Rivers was appointed as a director after 31 March 2025 but prior to the date of this report.

M Cryer ceased to be a director after 31 March 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Venture House Business Service Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M A Rivers - Director

10 December 2025

Qualified opinion

We have audited the financial statements of CTD Tiles Holding Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss 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 qualified opinion

It has not been possible for the director to obtain accounting records for the subsidiary , Tildist Realisations Limited, formerly CTD Tiles Limited, for the period after 31 March 2023.

As detailed in the prior period adjustment note in the accounts the net effect of the inclusion of these figures in the consolidated financial statements would be nil.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of matter

We draw attention to the going concern note to the financial statements which explains that the company was set up to act as a holding company for a subsidiary in administration. As such, the company will be wound up once all amounts recoverable are received. The directors therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, 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 Report of the Directors.

Arising solely from the limitation on the scope of our work relating to the consolidation of Tildest Realisations Limited, referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

-we were unable to determine whether adequate accounting records have been kept.

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

-	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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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:

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

Christopher Baylis (Senior Statutory Auditor)

for and on behalf of Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

10 December 2025

TURNOVER

3

51,768

59,885

Cost of sales

53,991

119,722

GROSS LOSS

(2,223

)

(59,837

)

Administrative expenses

51,146

56,898

OPERATING LOSS

5

(53,369

)

(116,735

)

Amounts written off investments

6

-

3,000,000

LOSS BEFORE TAXATION

(53,369

)

(3,116,735

)

Tax on loss

7

-

LOSS FOR THE FINANCIAL YEAR

(53,369

)

(3,116,735

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(53,369

)

Prior year adjustment

15,241

TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

(3,101,494

)

CURRENT ASSETS

Debtors

10

18,074

17,580

Cash at bank

181,337

211,760

199,411

229,340

CREDITORS

Amounts falling due within one year

11

107,328

83,888

NET CURRENT ASSETS

92,083

145,452

TOTAL ASSETS LESS CURRENT
LIABILITIES

92,083

145,452

CAPITAL AND RESERVES

Called up share capital

13

5,050,101

Share premium

14

2,999,900

Retained earnings

14

(7,957,918

)

(7,904,549

)

SHAREHOLDERS' FUNDS

92,083

145,452

The financial statements were approved by the Board of Directors and authorised for issue on 10 December 2025 and were signed on its behalf by:

M A Rivers - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Balance at 1 April 2023

5,050,001

(4,803,055

)

-

246,946

Prior year adjustment

-

15,241

-

15,241

As restated

5,050,001

(4,787,814

)

-

262,187

Changes in equity

Issue of share capital

100

-

2,999,900

3,000,000

Total comprehensive income

-

(3,116,735

)

-

(3,116,735

)

Balance at 31 March 2024

5,050,101

(7,904,549

)

2,999,900

145,452

Changes in equity

Total comprehensive income

-

(53,369

)

-

(53,369

)

Balance at 31 March 2025

5,050,101

(7,957,918

)

2,999,900

92,083

1.	STATUTORY INFORMATION

CTD Tiles Holding Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about CTD Tiles Holding Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Venus TopCo Limited, 3rd Floor, 33 Glasshouse Street, London, W1B 5DG, United Kingdom.

Significant judgements and estimates

In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets that are not readily apparent from other sources. The estimates and underlying 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 on going basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision

affects only that period, or in the period of the revision and future periods if the revision affects both

current and future periods.

The cost of investments are reviewed with reference to forecast profitability of the subsidiary and impairment in the cost of investment reflected if necessary.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any subsequent impairment.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.3.25

31.3.24

as

restated

£

Rendering of services

14,768

59,885

Recharged expenses

37,000

-

51,768

59,885

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the year ended 31 March 2024.

The average number of employees during the year was as follows:

31.3.25

31.3.24

as

restated

Directors

2

31.3.25

31.3.24

as

restated

£

Directors' remuneration

-

5.	OPERATING LOSS

The operating loss is stated after charging:

31.3.25

31.3.24

as

restated

£

Other operating leases

1,200

Auditors' remuneration

4,800

4,050

Auditors' remuneration for non audit work

2,895

2,800

Foreign exchange differences

99

1,636

6.

AMOUNTS WRITTEN OFF INVESTMENTS

31.3.25

31.3.24

as

restated

£

Amounts written off

investments

-

3,000,000

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.25

31.3.24

as

restated

£

Loss before tax

(53,369

)

(3,116,735

)

Loss multiplied by the standard rate of corporation tax in the UK of
25% (2024 - 25%)

(13,342

)

(779,184

)

Effects of:

Expenses not deductible for tax purposes

4,330

775,650

Movement in deferred tax asset not recognised

9,012

3,534

Total tax charge

-

8.	PRIOR YEAR ADJUSTMENT

During the 2025 audit it was noted that the consolidation and cash flow exemptions were incorrectly taken for the years ending 31 March 2023 and 31 March 2024. The exemption was taken as the directors believed that consolidated accounts were prepared by the ultimate parent company but this is not the case.

The accounts to 31 March 2023 were finalised in December 2024 at which point it was known that the subsidiary had entered administration. Whilst the trading activity of the subsidiary should have been included in the consolidated accounts the subsidiaries assets and liabilities at the year end would have been valued at nil in the consolidated financial statements.

The net effect on the consolidated profit and loss account would have also been nil as a result of the goodwill and assets being written off.

The information for the year ended 31 March 2024 for Tildest Realisations Limited (formerly CTD Tiles Limited) is not available. However, the net impact on both the balance sheet and profit and loss account would be nil as a result of the administration.

9.	FIXED ASSET INVESTMENTS

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Tildist Realisations Limited

Registered office: C/O INTERPATH LTD, 60 Grey Street, Newcastle Upon Tyne, NE1 6AH

Nature of business: Retail sale of tiles

%

Class of shares:

holding

Ordinary

100.00

The company entered administration 18 August 2024.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

as

restated

£

VAT

18,074

17,580

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

as

restated

£

Trade creditors

37,446

33,652

Amounts owed to group undertakings

57,832

-

Accrued expenses

12,050

50,236

107,328

83,888

12.	SECURED DEBTS

The company has a floating and fixed charge over its assets.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

as
restated

£

5,050,101

Ordinary

1

5,050,101

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

At 1 April 2024

(7,904,549

)

2,999,900

(4,904,649

)

Deficit for the year

(53,369

)

(53,369

)

At 31 March 2025

(7,957,918

)

2,999,900

(4,958,018

)

15.	ULTIMATE PARENT COMPANY

Aurelius Investments Lux One Sarl (incorporated in Luxembourg ) is regarded by the directors as being the company's ultimate parent company.

The immediate parent company is Venus TopCo Limited. The smallest and largest group preparing consolidated accounts in which the Company's results are included is that headed by Venus TopCo Limited. Copies of its consolidated financial statements can be obtained from 3rd Floor, 33 Glasshouse Street, London, W1B 5DG

16.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

17.	GOING CONCERN

The company was set up to act as a holding company. The subsidiary is in the process of being wound up. The company will be wound up once all amounts recoverable are received. Therefore these accounts have been prepared on a basis other than going concern. No changes to the financial statements arose as a result of this.