| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| CORNELIUS UK LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| CORNELIUS UK LIMITED |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 7 |
| Income Statement | 11 |
| Other Comprehensive Income | 12 |
| Balance Sheet | 13 |
| Statement of Changes in Equity | 14 |
| Cash Flow Statement | 15 |
| Notes to the Cash Flow Statement | 16 |
| Notes to the Financial Statements | 17 |
| CORNELIUS UK LIMITED |
| COMPANY INFORMATION |
| for the year ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Statutory Auditor |
| 8th Floor, Becket House |
| 36 Old Jewry |
| London |
| EC2R 8DD |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| STRATEGIC REPORT |
| for the year ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The results for the company show Turnover of £36,462,831 (31 Dec 2023: £28,018,795) and pre-tax profits of £1,585,740 (31 Dec 2023: £1,814,085). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Directors actively identify, monitor and review the principal risks facing the business. This includes regular consideration of economic conditions, industry trends, political developments and other external factors that may affect the construction sector. |
| The effects of Brexit, persistent inflationary pressures, elevated interest rates, and the ongoing armed conflicts in Ukraine and the Middle East have continued to present significant challenges to the Company's supply chain. A substantial proportion of materials used in the Company's projects are manufactured outside the UK, exposing the business to increased costs, longer lead times and supply uncertainty. |
| In addition, the Company remains dependent on the availability of skilled labour, historically sourced in part from Eastern Europe. Recent changes to UK immigration policy have contributed to a shortage of skilled labour within the industry, resulting in increased labour costs and exerting downward pressure on profit margins. |
| The Company has also experienced significant cost inflation within its supply chain, together with extended manufacturing lead times. These factors have at times impacted the procurement of materials at originally budgeted costs. Notwithstanding these challenges, the Directors note that productivity has been maintained, and in certain cases improved, through the flexible demobilisation and redeployment of the workforce across projects, helping to minimise downtime when material deliveries have been delayed by contractors. |
| Supply chain disruption has been further exacerbated by geopolitical instability in the Middle East and Ukraine. Delays in sourcing materials have the potential to affect project completion dates, which could adversely impact client relationships, the Company's reputation and its ability to secure future work. The Directors therefore maintain close and regular communication with clients, architects, developers and main contractors to manage expectations and mitigate the impact of delays where possible. |
| In response to sustained demand for specialised facade and glazing services, the Company has increased its use of subcontracted labour, resulting in higher costs of contracted work. The Directors also note that financial pressures across the sector have led to an increased incidence of insolvencies among facade manufacturers and contractors. |
| Credit risk remains a key area of focus. While anticipated revenues have increased, cash flows have been adversely affected by the failure of a key customer during the year, resulting in receivables of approximately £2.07 million being written off in the current financial year. The Directors continue to closely monitor counterparty risk and payment terms. |
| EMPLOYEES |
| The policy of the group is to employ the most suitably qualified persons regardless of age, religion, gender, sexual |
| orientation or ethnic origin or any other grounds not related to a person's ability to work safely and effectively for the |
| business. the company recognises the importance of ensuring that relevant business information is provided to the employees prior to the employee's commencement date. This is achieved through initial induction (Health Questionnaire, Health & Safety, Anti-Bribery Policy, Skills and Qualifications Assessment) and regular training as required per the Construction Industry Standards. |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| STRATEGIC REPORT |
| for the year ended 31 December 2024 |
| KEY PERFORMANCE INDICATORS |
| The Directors use a range of key performance indicators to monitor and manage the performance of the business. The principal financial measures include |
| Turnover |
| Gross margin |
| Net profit |
| Trade debtor days |
| Trade creditor days |
| These indicators are reviewed regularly by management and are communicated internally to staff and, where appropriate, to principal shareholders. |
| - Client satisfaction - the group continuously strives to be better and maintains good relationships with its clients. The |
| group in the main, only works on large projects for long term clients who understand the group's way of working, having formed an understanding on and off site over the years. |
| - Employee Satisfaction - whilst employment in the industry is probably at its most competitive, the company have still managed to maintain key staff which has been a factor in the company's growth. |
| - Qualifications and Skills - regularly kept up to date and in line with the Construction Industry Standards. |
| - Fixed assets - group's growth has resulted in constant vehicle and plant purchases. |
| ON BEHALF OF THE BOARD: |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| FUTURE DEVELOPMENTS |
| Despite ongoing challenges within the wider construction sector, the Directors are confident in the Company's ability to maintain the quality of its services and to complete projects in accordance with contractual requirements. Strong relationships with clients and suppliers, together with careful budgetary control and cost management, remain central to the Company's strategy for achieving sustainable growth. |
| The Company's established reputation for specialised glazing and facade works within the UK and European markets is expected to support the continued securing of projects that are aligned with the Group's technical capabilities and commercial objectives. |
| Following the restructuring of the Group in 2019 and the establishment of the holding company, Cornelius H Group Limited, the Group has continued to operate its construction and facade installation activities both in the United Kingdom and selected European markets. Operations have included projects in the Netherlands, the Republic of Ireland and Germany, together with facade installation works undertaken in Monaco and Italy, including the Marinello-Ferrari New EV Factory project. |
| Based on the Group's established experience in the installation of specialised glazing systems and facades in the United Kingdom, the Directors consider that opportunities continue to exist for the provision of facade consulting and installation services in both the UK and certain EU countries. The Group remains in early-stage discussions with a number of facade contractors in relation to potential future projects in the United Kingdom and Europe, including Italy and Latvia. However, the timing and extent of any such expansion remains subject to market conditions and contract awards. |
| The Directors note that the operating environment has been particularly challenging in recent years. The slowdown in UK economic growth following Brexit, combined with inflationary pressures, elevated interest rates and the impact of ongoing armed conflicts in Ukraine and the Middle East, has adversely affected supply chains, material availability, cost levels and labour productivity across the construction sector. |
| As a result of these conditions, during the financial years 2023 and 2024, three of the Company's key clients entered administration, resulting in bad debt write-offs totalling approximately £2.0 million. In 2024, a further key supplier, Skonto Plan, also entered administration, leading to additional bad debt write-offs of approximately £2.07 million. During this period, Cornelius continued to operate across five projects in London. The Directors continue to closely monitor credit risk and counterparty exposure. |
| Notwithstanding the above challenges, the Company has continued to trade and maintain its presence within the UK facade installation market. The Directors' longstanding relationships with clients and contractors have supported the award of further contracts and repeat business from both existing and new customers. |
| Recent contract awards secured by the Company include the redevelopment of 334 Oxford Street (former Debenhams), 1 Liverpool Street, and J4 and J5, a 43-storey residential tower development in Canary Wharf. The company has also continued works at the Olympia Exhibition Centre in West London, including elements relating to a five-star hotel, architectural steel and glass canopies, a 14-storey office building and a specialist walkway incorporating a media ceiling and retail units. |
| The Group's building servicing and after-sales maintenance division, which includes facade cleaning, inspections of doors and vents, and minor repair works, continues to operate alongside the core installation business. This division provides ongoing service support to clients and contributes to recurring revenue streams. |
| The Company maintains a number of industry-recognised accreditations, including CHAS, Considerate Constructors Scheme and Achilles, together with FIRAS accreditation for passive fire protection installations. Demand for passive fire protection services has remained strong within the specialist facade sector. |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 December 2024 |
| In order to support operational requirements and manage costs associated with specialist plant and equipment, the Group has established Cornelius Plant Hire Limited, which supplies a significant proportion of the Group's day-to-day plant and equipment needs. The Directors consider this arrangement to provide greater control over availability and cost efficiency, while reducing reliance on third-party plant hire providers. |
| The Directors remain focused on maintaining a prudent and controlled approach to future development. Priority continues to be given to health and safety, risk management, operational efficiency and the maintenance of strong client relationships. The Group will continue to assess market conditions carefully and pursue opportunities that are aligned with its technical expertise and financial capacity, with the objective of delivering projects to required standards, within agreed timeframes and budgets. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| FINANCIAL INSTRUMENTS |
| The company does not actively use financial instruments as part of its financial risk management. It is exposed to the usual credit risks and cash flow associated with selling on credit and manages the risks through credit control procedures. |
| POLITICAL DONATIONS AND EXPENDITURE |
| Charitable donations during the year amounted to £6,584 (2023: £14,213). No contributions to political organisations were made during the year. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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; |
| - | 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. |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 December 2024 |
| 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 |
| Each of the persons who is a director at the date of approval of this report confirms that: |
| - so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and |
| - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. |
| The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| CORNELIUS UK LIMITED |
| Opinion |
| We have audited the financial statements of Cornelius UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| CORNELIUS UK LIMITED |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| CORNELIUS UK LIMITED |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment, and health and safety legislation; |
| We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where necessary. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected transactions; |
| - tested the appropriateness of journal entries; |
| - assessed whether judgements and assumptions made in determining the accounting estimate for the valuation of properties were indicative of potential bias; and |
| - investigated the rationale behind significant or unusual transactions. |
| To address the risk that revenue could be misstated due to fraud, we: |
| - obtained an understanding of the company's revenue recognition policies and compared these to the accounting standard; |
| - performed a walkthrough to confirm our understanding of the processes and controls through which the business initiates, records, processes and reports revenue transactions; |
| - tested a sample of revenue transactions to supporting evidence; and |
| - tested, on a sample basis, revenue related balances in the balance sheet. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; and |
| - enquiring of management as to actual and potential litigation and claims. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the trustees and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| CORNELIUS UK LIMITED |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| 8th Floor, Becket House |
| 36 Old Jewry |
| London |
| EC2R 8DD |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| INCOME STATEMENT |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 1,546,623 | 1,712,847 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| 1,585,740 | 1,832,371 |
| Interest payable and similar expenses | 6 | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 7 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| OTHER COMPREHENSIVE INCOME |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| BALANCE SHEET |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Stocks | 9 |
| Debtors | 10 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 11 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Retained earnings | 15 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| STATEMENT OF CHANGES IN EQUITY |
| for the year ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| CASH FLOW STATEMENT |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) |
| Tax received/(paid) | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| Amount withdrawn by directors | (5,000 | ) | - |
| Proceeds from group undertakings | ( |
) |
| Government grant income |
| Net cash from financing activities | ( |
) | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
1,068,416 |
| Cash and cash equivalents at end of year | 2 | 1,128,868 | 2,316,411 |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE CASH FLOW STATEMENT |
| for the year ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Government grants | ( |
) |
| Finance costs | - | 18,286 |
| Finance income | (39,117 | ) | (9,012 | ) |
| 1,752,339 | 1,925,414 |
| Decrease in stocks |
| (Increase)/decrease in trade and other debtors | ( |
) |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 1,128,868 | 2,316,411 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 2,316,411 | 1,068,416 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 2,316,411 | (1,187,543 | ) | 1,128,868 |
| 2,316,411 | ( |
) | 1,128,868 |
| Total | 2,316,411 | (1,187,543 | ) | 1,128,868 |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the year ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Cornelius UK Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The director has assessed whether the use of the going concern assumption is appropriate in preparing these accounts. The director has made this assessment in respect to a period of one year from the date of approval of these accounts. |
| The director has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The director is of the opinion that the company will have sufficient resources to meet its liabilities as they fall due as the ultimate parent company, Continuation Holdings Limited and Act Finance Limited, which provide finance to the subsidiaries of Continuation Holdings Limited, have indicated their willingness in writing to provide the necessary support to enable the company to meet its liabilities as they fall due for a period of at least 12 months from the date of signature of these financial statements. |
| Critical accounting judgements and key sources of estimation uncertainty |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, revenue and expenses. Actual results may differ from these estimates. |
| Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revises and in any future periods affected. |
| The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying |
| amounts of assets and liabilities within the next financial year are addressed below. |
| i) Useful economic lives of tangible fixed assets |
| The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. |
| ii) Provision required for any bad or doubtful debts. |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. |
| Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably: it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. |
| When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period. |
| When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered. |
| Tangible fixed assets |
| Plant and machinery | - |
| Motor vehicles | - |
| Computer equipment | - |
| Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits. |
| Tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated |
| depreciation and impairment losses. |
| Government grants |
| Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. |
| Government grants are recognised using the accrual model and the performance model. |
| Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial |
| support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. |
| Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. |
| Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it Is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. |
| Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability. |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks and work in progress |
| Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition. |
| At each balance sheet date, stocks are assessed for impairment. If stock is 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. |
| Work in Progress refers to construction contracts that are not yet completed. It includes all costs incurred, including direct and indirect costs, that are allocated to contracts which are still in progress but not yet fully billed or completed. |
| Financial instruments |
| A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. |
| Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest fer a similar debt instrument. |
| Debt instruments are subsequently measured at amortised cost. |
| Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. |
| All other such investments are subsequently measured at cost less impairment. |
| Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
| Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship. |
| Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting cate. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. |
| For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. |
| Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 |
| Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss. |
| Hire purchase and leasing commitments |
| Assets that are held by the company under leases which transfer to the company substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the company are classified as operating leases. |
| Assets held under finance leases are initially recognised as assets of the company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the company's policy on borrowing costs (see the accounting policy above). Contingent rentals are recognised as expenses in the periods in which they are incurred. |
| Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. |
| In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straightline basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees. |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Cash and cash equivalents |
| Cash and cash equivalents includes cash in hand, deposits held at call with bank, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| United Kingdom |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Administrative staff |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Hire of plant and machinery |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Other interest |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Corporation tax adjustment |
| regarding R&D claim from |
| prior years | (238,390 | ) | (205,973 | ) |
| Total current tax |
| Deferred tax | ( |
) |
| Tax on profit |
| UK corporation tax has been charged at 25% (2023 - 23.50%). |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| Loss on disposal of assets | 6,050 | - |
| Group relief | (2,335 | ) | (48,693 | ) |
| Utilisation of brought forward tax losses | - | (65,757 | ) |
| Deferred tax | 10,817 | (20,771 | ) |
| Adjustments to tax in respect of R&D expenditure | (238,390 | ) | (205,973 | ) |
| Total tax charge | 189,251 | 102,014 |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Plant and | Motor | Computer |
| machinery | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 9. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Work-in-progress |
| 10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| Deferred tax asset |
| Prepayments and accrued income |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax |
| Social security and other taxes |
| Pension payable | 1,798 | 1,541 |
| VAT | 202,478 | 69,879 |
| Other creditors |
| Directors' current accounts | 15,300 | 20,300 |
| Accrued expenses |
| 12. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| 13. | PROVISIONS FOR LIABILITIES |
| Deferred | Other |
| tax | provisions |
| £ | £ |
| Balance at 1 January 2024 | ( |
) |
| Provided during year | ( |
) |
| Balance at 31 December 2024 | ( |
) |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £4 | 4 | 4 |
| 15. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| At 31 December 2024 |
| CORNELIUS UK LIMITED (REGISTERED NUMBER: 05098556) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 16. | PENSION COMMITMENTS |
| The company operates a fully insured defined contribution pension scheme for certain members of staff and the pension charge represents the amounts paid by the company to the fund during the year. Payments during the year amounted to £1,211 (2023: £2,774). These contributions are invested separately from the company's assets. |
| 17. | ULTIMATE PARENT COMPANY |
| The ultimate parent company is Cornelius H Group Limited, a company registered in the United Kingdom. Mr I Bouaru and Mr I Mereacre are directors and shareholders of Cornelius H Group Limited. |
| 18. | CONTINGENT LIABILITIES |
| There were no contingent liabilities at either the beginning or end of the financial year. |
| 19. | CAPITAL COMMITMENTS |
| As at 31 December 2024 the company had no capital commitments which had been contracted for but not provided in the financial statements. |
| 20. | 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. |
| At the balance sheet date, the company was owed £273,518 (2023: £296,554) by Cornelius NL BV (Netherlands) and £301,893 (2023: £404,687) by Cornelius Fassaden GMBH, companies connected by virtue of common control. |
| At the previous balance sheet date, the company was owed £351,071 by Cornelius Glazing Limited, company connected by virtue of common control. |
| During the year, the company made sales of £3,288,981 (2023: £588,182) to Cornelius NL BV, £1,759,174 (2023: £548,974) to Cornelius Fassaden GMBH and in the previous year, £1,314,567 to Cornelius Glazing Limited. |
| At the balance sheet date, the company owed £15,300 (2023: £20,300) to the directors. |