Risk Analysis: CHOCOLATE TEMPERING LTD (03488107)

1. Risk Rating: MEDIUM

Justification: While the company presents minimal financial distress risk due to its dormant status and absence of liabilities, significant governance concerns exist regarding incomplete ownership disclosure and the unclear purpose of maintaining a 27-year-old shell entity that has never traded. The opacity around beneficial ownership elevates this beyond a straightforward LOW risk assessment.

2. Key Concerns

i) Incomplete PSC Register Only one Person with Significant Control is declared—Mr Andrew Iain Tolmie, with 25-50% ownership and voting rights. This leaves at least 50% of the company's ownership unaccounted for in the public register. Given that Nicholas John Boscawen Savage serves as both director and secretary, he likely holds the remaining shares, yet no second PSC entry exists. This gap raises questions about compliance with the register requirements introduced in 2016 and creates opacity around ultimate control.

ii) Entity Purpose and Longevity Without Trading The company has been incorporated since January 1998 and the filed accounts explicitly state it has "never traded." Maintaining a dormant company for 27 years with no operational activity, despite registered SIC codes for wholesale trade (46900) and other services (96090), suggests this entity may serve as a holding vehicle, name reservation, or shell for future use. The name change from CHANDRE LTD in 2000 further obscures original intent. Investors should understand what role this entity plays within any wider corporate structure.

iii) Accounting Reference Date Change The financial year end shifted from 31 January (historical norm through 2024) to 24 January (2025 filing). While not inherently problematic, unexplained changes to accounting reference dates in dormant companies can signal administrative restructuring, preparation for activity, or alignment with a parent entity's reporting cycle. This warrants clarification.

3. Positive Indicators

• Filing Compliance: All statutory filings are current and not overdue—both accounts and confirmation statements are up to date, indicating competent administrative management.
• No Financial Distress: The company carries no liabilities beyond the nominal £100 share capital. With £100 cash at bank and net assets equal to shareholders' funds, there is no solvency concern.
• Director Stability: Both directors appear to have maintained their positions without recent changes, and no director disqualification records are present for either individual.
• Clean Status: The company is Active, not in liquidation, administration, or receivership. There are no obvious signs of financial distress or regulatory enforcement.

4. Due Diligence Notes