Registration number:
Candleford Investments Ltd
for the Year Ended 31 December 2024
Candleford Investments Ltd
Contents
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Company Information |
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Group Strategic Report |
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Group Directors Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Candleford Investments Ltd
Company Information
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Directors |
Mr G Smith Mr T G Smith Mr J Smith Mr N J Smith Mr B M Smith |
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Registered office |
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Auditors |
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Candleford Investments Ltd
Group Strategic Report for the Year Ended 31 December 2024
The Directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the Group is that of the conversion and fit-out of vehicles.
Fair review of the business
Candleford Investments Limited is a parent holding company. It owns the shares of TGS Holdings (UK) Limited and indirectly owns the shares in TGS UK Limited (TGS). TGS is engaged in the conversion and fit-out of vehicles supplied by customers and provides post-sales support to these customers.
The group has continued to invest heavily in its business and has successfully grown turnover by 11% on the previous year, having successfully won several large-scale vehicle tenders.
The group has invested in a strong management team which has increased the overhead of the business but puts the group in an excellent position to secure future work, deliver excellent service and continue to grow turnover and profitability.
The directors consider the revenue and profits generated to be the group's key financial performance indicators ("KPI's").
The Company's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2024 |
2023 |
|
Turnover |
£ |
24,430,640 |
22,084,673 |
|
Gross Profit |
£ |
7,097,472 |
5,467,076 |
|
Profit/(Loss) for the financial period |
£ |
(98,797) |
(383,320) |
|
Shareholder's funds |
£ |
6,445,397 |
7,223,776 |
Principal risks and uncertainties
Competitive pressure in the UK is a continuing risk for the Group, which could result in losing sales to its key competitors. To manage the risk, the Group strives to provide added-value products and services to its customers, prompt response times in the supply of products and services and in the handling of customer queries, and through the maintenance of strong relationships with customers.
The Group may be affected by fluctuations in the price and supply of light commercial vehicles (vans) and parts, although purchasing policies and practices seek to mitigate, where practicable, such risks.
The automotive industry is facing supply issues of certain components that have a direct impact on the business as it is primarily concerned with the conversion and fit-out of new vans so it relies on these being available.
Impact from the risks related to the Covid-19 pandemic
The effect of Covid on financial performance has been better than anticipated and the demand of services provided by the company has exceeded the greatest of expectations.
Section 172(1) statement
The directors understand the business, strategic targets and ever changing market and environment that the company operates in. Strategic decisions are taken at board level and escalated to the parent company when required to do so. Such escalation requirements are defined in numerous internal company policies that all directors are aware of. The directors have taken decisions they believe are in the best interests of the group, members and stakeholders. The board meets every month to discuss current topics across all areas of the business. They receive an overview of the current financial performance and discuss matters of importance during the board meetings.
The directors recognise that the TGS (UK) employees are fundamental and are integral to the business to deliver our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. We ensure we do our upmost to be a responsible employer considering pay, benefits, upkeep of health and safety requirements and workplace environments. When making decisions the directors factor the implication of decisions on the employees where it is relevant and possible to do so.
Candleford Investments Ltd
Group Strategic Report for the Year Ended 31 December 2024
The directors recognise that in order to achieve its strategic objectives it must have strong relationships with its customers and suppliers. The directors receive regular information and feedback from business operations that inform them how current and emerging relationships are developing. The directors actively seek and receive third party information indicating performance from a customer point of view. The directors also receive regular updates on supplier activities and contract management topics.
The directors will take into account the impact of the group's operations on the community and environment in any decision making process where it is necessary to do.
The directors are fully aware of their legal responsibilities and obligations, they are also fully aware of our Group Policies and Code of conduct which are designed to uphold the core values of TGS and ensure all stakeholders conduct themselves as it would expect. By following these principles and guidelines, the business is conducted with the upmost integrity. Regular internal reviews take place, which help ensure that the guidelines are followed and identify any areas or processes that can be improved.
The directors consider the best possible action in its decision making process to deliver the strategy aligned with the group. When making these decisions the Directors act as fairly as they can for all members however this can mean that sometimes certain stakeholder interests may not be fully aligned.
The Board understand their duties and responsibilities individually and collectively. They have acted in accordance with their duties codified in law, which include their duty to act in a way in which they consider would be most likely to promote the success of the group to the benefit of its members whilst considering the stakeholders of the group and matters set out in section 172 (1) of the Companies Act 2006.
Approved by the
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Candleford Investments Ltd
Group Directors Report for the Year Ended 31 December 2024
The Directors present their report and the for the year ended 31 December 2024.
Directors of the Group
The Directors who held office during the year were as follows:
Dividends
The Directors recommend a final dividend payment of £679,580 be made in respect of the financial year ended 31 December 2024. This dividend has been recognised as a liability in the financial statements.
Financial instruments
Objectives and policies
The company has adopted policies in respect of achieving our objectives relating to financial instruments through a mixture of bank facilities including overdraft arrangements, hire purchase and finance lease arrangements.
Further details of financial instruments are given within the notes to the financial statements under note 2 - Accounting Policies.
Price risk, credit risk, liquidity risk and cash flow risk
Price risk
The majority of the company's revenue derives from the conversion and fit-out of vans. As such the company is exposed to the risk of changes to demand in that area of automotive industry.
Credit risk
The company supplies goods to other companies. Credit terms are offered to those customers. TGS (UK) Limited has credit risk insurance in place to protect against the risk of default by those debtors.
Trading risk
The company is exposed to the risk in change of importation legislation and demand following the United Kingdom's exit from the European Union.
Supply chain risk
The company is also reliant on a good supply chain for key automotive components and chassis without which the company is unable to fulfil customer contracts.
Cash flow risk
Risks of this nature generally arise from timing differences which arise during the company's trading cycle. Any exceptional cash flow risks are mitigated by careful management of banking facilities, level of stock, trade debtors and trade creditors by the company's experienced staff.
Future developments
The Directors expect the business to continue operating along similar lines to the current year for the next financial year. The Directors remain focused on maintaining operational efficiency and financial stability while carefully monitoring external factors that may affect future performance.
Candleford Investments Ltd
Group Directors Report for the Year Ended 31 December 2024
Going concern
The financial statements have been prepared on a going concern basis. The Directors have considered the group's cash flow and are satisfied that the group is able to meet its financial liabilities as they fall due for the forseeable future. The Directors have prepared detailed budgets and a three year strategic plan for the business which is underpinned by an encouraging sales order book and a strong team.
Disclosure of information to the auditor
Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors Moore Scarrott Audit Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
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Candleford Investments Ltd
Statement of Directors' Responsibilities
The Directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Candleford Investments Ltd
Independent Auditor's Report to the Members of Candleford Investments Ltd
Opinion
We have audited the financial statements of Candleford Investments Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 the financial statements:
• | give a true and fair view of the state of the Group's and the parent Company's affairs as at 31 December 2024 and of the Group's 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 opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Candleford Investments Ltd
Independent Auditor's Report to the Members of Candleford Investments Ltd
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Group Strategic Report and Group Directors Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Group Strategic Report and Group 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 our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report and the Group Directors Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent Company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of Directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities (set out on page 6), the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. |
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
Candleford Investments Ltd
Independent Auditor's Report to the Members of Candleford Investments Ltd
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Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s, or the parent company’s, ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group, or the parent company, to cease to continue as a going concern. |
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
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Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the group and the parent company, through discussions with directors and other management, and from our knowledge and experience of the sector; |
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we focussed on specific laws and regulations which we considered may have a direct material effect on the financial statements of the operations of the group and the parent company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
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we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance through the audit. |
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We assessed the susceptibility of the group and parent company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and |
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understanding the design of the group and parent company’s remuneration policies. |
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To address the risk of fraud through management bias and override of controls, we: |
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates set out in the accounting policies were indicative of potential bias; and |
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investigated the rationale behind significant or unusual transactions. |
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In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
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agreeing financial statement disclosures to underlying supporting documentation; |
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reading the minutes of meetings of those charged with governance; |
Candleford Investments Ltd
Independent Auditor's Report to the Members of Candleford Investments Ltd
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enquiring of management as to actual and potential litigation and claims; and |
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reviewing correspondence with HMRC, relevant regulators and the group and parent company’s legal advisors. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Auditor’s Responsibilities for the Audit of the Group Financial Statements
Our objectives are to obtain sufficient and appropriate audit evidence regarding the financial information of the parent company and its subsidiaries to provide a basis for our opinion on the group financial statements.
We are responsible for the direction, supervision and performance of the group audit. In forming our opinion, we remain solely responsible for that opinion.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Calyx House
South Road
Somerset
TA1 3DU
Candleford Investments Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(335,607) |
(105,493) |
||
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
( |
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the Company |
( |
( |
The Group has no recognised gains or losses for the year other than the results above.
Candleford Investments Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Loss for the year |
( |
( |
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the Company |
( |
( |
Candleford Investments Ltd
(Registration number: 14060933)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
|
|
Fixed assets |
|||
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Intangible assets |
|
|
|
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Tangible assets |
|
|
|
|
Investment property |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
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Called up share capital |
1,000 |
1,000 |
|
|
Other reserves |
10,018,933 |
10,018,933 |
|
|
Retained earnings |
(3,837,277) |
(2,796,157) |
|
|
Equity attributable to owners of the company |
6,182,656 |
7,223,776 |
|
|
Shareholders' funds |
6,182,656 |
7,223,776 |
Approved and authorised by the
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Candleford Investments Ltd
(Registration number: 14060933)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
1,000 |
1,000 |
|
|
Shareholders' funds |
1,000 |
1,000 |
Approved and authorised by the
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Candleford Investments Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Non-distributable reserve |
Merger reserve |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2024 |
|
|
|
( |
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
( |
|
|
|
Share capital |
Non-distributable reserve |
Merger reserve |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2023 |
|
|
|
( |
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
( |
|
At 31 December 2023 |
1,000 |
769,933 |
9,249,000 |
(2,796,157) |
7,223,776 |
7,223,776 |
Candleford Investments Ltd
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
- |
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2024 |
|
- |
|
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
- |
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2023 |
1,000 |
- |
1,000 |
Candleford Investments Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Loss on disposal of tangible assets |
|
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in stocks |
|
( |
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
(Decrease)/ increase in other creditors |
( |
- |
|
|
Decrease in provisions |
( |
( |
|
|
Cash generated from operations |
( |
|
|
|
Income taxes received |
|
|
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Redemption of preference shares |
- |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
951,440 |
3,318,561 |
|
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The Company is a private company limited by share capital, incorporated in England and Wales (registered number
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were 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.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
Inter-company transactions, balances and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
The financial statements have been prepared on a going concern basis. The Directors have considered the group's cash flow and are satisfied that the group is able to meet its financial liabilities as they fall due for the foreseeable future.
The Directors have prepared detailed budgets and a three year strategic plan for the business which is underpinned by an encouraging sales order book and a strong team.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable the future economic benefits will flow into the entity, and specific criteria have been met for each of the company activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures and fittings |
15% reducing balance |
|
Office equipment |
25% reducing balance |
|
Motor vehicles |
25% reducing balance |
|
Buildings |
2% straight line |
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Investment property
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the Group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
Investments
Investments in equity shares where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in the profit or loss account. Investments in equity shares where fair value cannot be measured reliably are measured at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the Group has an obligation at the reporting date as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the Group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Judgements and key sources of estimation uncertainty |
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.
Critical Judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Doubtful debts
The directors have reviewed all significant debts on a case by case basis and have written off doubtful debts based on their knowledge of both the specific customer and the current economic conditions within the industry.
Work in progress
The group has jobs in progress at the year-end which requires the company to exercise judgement over the value of the job. The range of potential outcomes in future financial periods could result in a material positive or negative movement to underlying profitability and cash flow.
Estimates are made and re-evaluated at each reporting date as to the quantum and timing of work in progress arising from each job.
Stock provision
The group has invested heavily in building its stock reserves but will also buy-in stock for specific jobs. As stock has grown in total value, the Directors need to assess whether jobs with long lead times lead to any potential obsolescence of the stock items or significant wear or tear. The Directors undertake a detailed review of the stock holding periodically and apply a suitable provision against any stock items determined to be old or obsolete, on an item by item basis. This involves judgement on the part of the Directors.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:-
Depreciation and useful economic life of assets
In determining the estimated useful life of assets, and the period over which assets are depreciated, the group considers the expected usage of the asset, expected physical wear and tear of the asset and expected technical advancements in the industry that could lead to obsolescence of the asset. Each year, the group reviews the above to establish if there is any change in expected useful life of tangible assets.
Warranty provision
The Directors use their professional judgement and experience to determine the value of any provision needed against warranties, taking the actual warranty claims for the early part of the following period and extrapolating this over the length of the warranty period. The Directors use historical data to ensure the warranty provision is reasonable. Estimates are made and re-evaluated at the end of each reporting date.
Dilapidations provision
The Group entered into a lease agreement for their current trading premises which requires them to restore the building back to its original condition when the lease is ended. The Directors need to use their experience of the works which will be needed to restate the building and allocate a cost of doing these works in order to determine the total dilapidations cost which will be needed at the end of the lease. Estimates are made and re-evaluated at the end of each reporting date.
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The analysis of the Group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
|
Other operating income |
The analysis of the Group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Miscellaneous other operating income |
|
|
|
Other gains and losses |
The analysis of the Group's other gains and losses for the year is as follows:
|
2024 |
2023 |
|
|
Loss on disposal of Tangible assets |
( |
- |
|
Operating loss |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Loss on disposal of property, plant and equipment |
|
- |
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange (losses)/gains |
( |
|
|
|
|
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including Directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Other short-term employee benefits |
|
- |
|
Pension costs, defined contribution scheme |
|
|
|
Redundancy costs |
( |
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the Group (including Directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The Directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
28,000 |
19,550 |
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Expenses not deductible for tax purposes |
|
|
|
Tax increase in relation to losses carried forward |
( |
( |
|
Tax increase in relation to capital allowances and depreciation |
|
|
|
Tax (decrease)/increase in relation to deferred tax |
( |
|
|
Total tax (credit)/charge |
( |
|
|
Parent company profit for the year |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £Nil (2023: £Nil).
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2024 |
|
|
|
At 31 December 2024 |
|
|
|
Amortisation |
||
|
At 1 January 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 December 2024 |
|
|
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
|
At 31 December 2023 |
|
|
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Fixtures and fittings |
Office equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Additions |
|
|
- |
|
|
Disposals |
( |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
( |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
Investment properties |
Group
|
2024 |
|
|
At 1 January |
|
|
At 31 December |
|
The value of the investment properties are based on an independent valuation carried out in April 2023 by Andrew Forbes Chartered Surveyors. The director's believe this amount accurately reflects their value as at 31 December 2024.
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Oakwood Park
England |
|
|
|
|
|
Oakwood Park
England |
|
|
|
|
Subsidiary undertakings |
|
TGS Holdings (UK) Limited The principal activity of TGS Holdings (UK) Limited is |
|
TGS (UK) Limited The principal activity of TGS (UK) Limited is |
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Work in progress |
|
|
- |
- |
|
Stock |
|
|
- |
- |
|
|
|
- |
- |
|
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Group |
Company |
|||
|
Current |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
|
|
- |
- |
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
- |
- |
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Bank loans and overdrafts |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
- |
- |
|
|
Income tax liability |
116,414 |
95,360 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Bank loans and overdrafts |
|
|
- |
- |
|
|
Other financial liabilities |
|
|
|
|
|
|
|
|
|
|
||
The finance leases outstanding of £24,876 (2023 - £30,736) are secured against the assets to which they relate.
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Provisions for liabilities |
Group
|
Warranties |
Deferred tax |
Other provisions |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
Increase (decrease) in existing provisions |
( |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
||||
|
Pension and other schemes |
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
(Ordinary) A Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) C Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) D Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) E Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) F Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) G Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) I Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) J Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) K Shares of £1 each |
100 |
100 |
100 |
100 |
|
(Ordinary) L Shares of £1 each |
100 |
100 |
100 |
100 |
|
Redeemable Preference Shares of £1 each |
1,767,000 |
1,767,000 |
1,767,000 |
1,767,000 |
|
|
|
|
|
|
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
Preference shares have the following rights, preferences and restrictions: |
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Finance lease liabilities |
|
|
- |
- |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Finance lease liabilities |
|
|
- |
- |
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Lease relating to cars total £138,568 (2023 - £214,844) and leases relating to property total £1,020,853 (2023 - £1,679,177).
Candleford Investments Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Related party transactions |
Group
Advances to Directors
Mr T G Smith
During the period Mr T G Smith went overdrawn on their director's loan account. The maximum overdrawn balance during the year was £93,333 (2023 - £72,221). At the year end the amount outstanding from Mr T G Smith was £Nil (2023 - £40,894). Interest has been charged at the commercial rate.
Mr N J Smith
During the period Mr N J Smith went overdrawn on their director's loan account. The maximum overdrawn balance during the year was £358,141 (2023 - £284,037). At the year end the amount outstanding from Mr N J Smith was £335,716 (2023 - £284,037). Interest has been charged at the commercial rate.
Mr J Smith
During the period Mr J Smith went overdrawn on their director's loan account. The maximum overdrawn balance during the year was £69,860 (2023 - £82,466). At the year end the amount outstanding from Mr J Smith was £2,417 (2023 - £18,035). Interest has been charged at the commercial rate.
Mr B M Smith
During the period Mr B M Smith went overdrawn on their director's loan account. The maximum overdrawn balance during the year was £51,759 (2023 - £61,622). At the year end the amount outstanding from Mr B M Smith was £Nil (2023 - £7,328). Interest has been charged at the commercial rate.
Mr G Smith
During the period Mr G Smith went overdrawn on their director's loan account. The maximum overdrawn balance during the year was £601,480 (2023 - £494,810). At the year end the amount outstanding from Mr G Smith was £525,354 (2023 - £404,582). Interest has been charged at the commercial rate.
Summary of transactions with other related parties