Company registration number 14243919 (England and Wales)
CASTLEVIEW GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
CASTLEVIEW GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Director
A R Healer
(Appointed 19 July 2022)
Company number
14243919
Registered office
Units 4-5, Lumley Court
Drum Industrial Estate
Drum Road
Chester-le-Street
Co Durham
United Kingdom
DH2 1SS
Auditor
Azets Audit Services
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
CASTLEVIEW GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Director's responsibilities statement
5
Independent auditor's report
6 - 8
Income statement
9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 33
CASTLEVIEW GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 1 -

The director presents the strategic report for the period ended 30 September 2023.

 

Incorporation and change of name

The company was incorporated on 19 July 2022 under the name of Crown Holdco Limited. On 11 May 2023 the company changed its name to Castleview Group Holdings Limited.

Principal activities

The principal activity of the group continued to be that of the provision of employment agency work and training.

Review of the business

Castleview Group Training Limited provide high standard of care and industrial temporary workers across a range of customers, from local authorities to private care homes and manufacturing clients.

 

Castleview Group Training Limited also provides high quality training courses to learners throughout the country with revenues funded from AEB through devolved combined authorities and subcontracted provision from FE colleges.

 

All of our programmes are designed to prepare candidates for the skills they require in order to achieve employment upon successful completion of the course.

 

We believe that our mission statement of “Enabling Growth, Creating Jobs and Improving Lives” is embedded across the organisation and all staff are fully bought into this collective theme.

 

During the period ended 30 September 2023 financial performance was mixed with revenue increased but profit reduced on the previous year largely down to mix across the two divisions.

 

On 1 November 2022, the group acquired, via a purchase of the entire share capital, Castleview Group Training Limited.

 

At the year end the group closed with a strong Statement of Financial Position and closing cash balance of £1,153,154.

Principal risks and uncertainties

The business revenue is fairly evenly spread across both its Training division and Recruitment provision division and the business does not have significant reliance on any one particular customer.

 

The majority of the revenue generated by the training division is ultimately funded by the government via devolved area contracts and subcontracts arrangements with FE colleges.

 

Turnover generated by the recruitment division is widely spread across local authorities and privately ran care home providers along with a range of manufacturing industrial customers.

 

The group manages revenue risk by ensuring they have well diversified sources of revenue due to the number of subcontract parts and direct contracts that they engage with. Along with this, the group ensures that high standards are maintained through robust internal quality team who constantly monitor consistency and correctness of funding paperwork throughout the group.

 

Changes to the UK government and the policies they pursue is the primary risk to the group’s training revenue. Ultimately funding in this sector is dependent on Government priorities and is allocated annually but strong performance against these contracts mitigates our risk to some extent by being a preferred supplier through our high levels of quality delivery.

CASTLEVIEW GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 2 -
Key performance indicators

The director uses a number of KPIs to assess the performance of the business.

 

Turnover of the trading company for the year to 30 September 2023 was £11.7M, an increase of 19.6% on the prior year (2022 - £9.8M) reflecting on increase in the temporary recruitment revenue.

 

Gross profit in the trading company decreased to 18.2% from 21.9% the previous year, this was largely due to the mix in the revenue split between the divisions being more weighted toward the temporary labour provision.

 

Administrative expenses remained consistent year on year at 8.6% (2022 – 8.3%) which is pleasing to see given the investment in infrastructure of staffing to allow for the increase in turnover as foundations are laid for future growth.

Adjusted EBITDA is ultimately the key performance indicator that the trading company is measured on:

 

 

2023

2022

Adjusted EBITDA

£1,078,299

£1,314,231

 

The adjusted EBITDA for the group was as follows:

 

 

2023

2022

Adjusted EBITDA

£682,225

N/A

 

Future developments

The group continues to grow with focus on its operations and the continued expansion of its services.

On behalf of the board

A R Healer
Director
17 April 2024
CASTLEVIEW GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 3 -

The director presents his annual report and financial statements for the period ended 30 September 2023.

Results and dividends

The results for the period are set out on page 9.

Ordinary dividends were paid amounting to £307,500. The director does not recommend payment of a further dividend.

No preference dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the period and up to the date of signature of the financial statements was as follows:

A R Healer
(Appointed 19 July 2022)
Financial instruments
Treasury operations

Cash reserves are held in a business current account which is currently non-interest bearing but a full review of best on market accounts is being undertaken to provide protection against interest rate risk.

Interest rate risk

The group seeks to manage financial risk by ensuring that sufficient liquidity is available to meet foreseeable needs and invests in cash assets safely and profitably. The group’s borrowings consist of the remainder of a CBILS loan which is due to end in 2026 on a fixed interest rate, and secured loan notes atttracting a fixed interest rate.

Credit risk

The group’s principal financial assets are cash and debtors. All cash deposits at the reporting date were held in the UK. Reputable financial institutions are used in the placement of cash deposits to reduce overall credit risk to the group. In addition, the group reviews the debtor position on a regular basis. Given the nature of the customers across the business the group considers the risk to significant bad debts to be low.

Future developments

See disclosures within the Strategic Report regarding future developments of the group.

Auditor

Azets Audit Services were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

CASTLEVIEW GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 4 -
On behalf of the board
A R Healer
Director
17 April 2024
CASTLEVIEW GROUP HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 5 -

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CASTLEVIEW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CASTLEVIEW GROUP HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Castleview Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2023 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 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 and parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

CASTLEVIEW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CASTLEVIEW GROUP HOLDINGS LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

 

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

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the parent 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we 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.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

CASTLEVIEW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CASTLEVIEW GROUP HOLDINGS LIMITED
- 8 -

We identified the following applicable laws and regulations as those most likely to have a material impact on the financial statements: Health and Safety; employment law (including the Working Time Directive); and compliance with the UK Companies Act.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  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.

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.

Brian Laidlaw BA CA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
17 April 2024
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
CASTLEVIEW GROUP HOLDINGS LIMITED
GROUP INCOME STATEMENT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 9 -
Period
ended
30 September
2023
Notes
£
Turnover
3
10,619,790
Cost of sales
(8,711,717)
Gross profit
1,908,073
Administrative expenses
(1,794,089)
Operating profit
4
113,984
Interest payable and similar expenses
8
(166,847)
Loss before taxation
(52,863)
Tax on loss
9
(243,980)
Loss for the financial period
23
(296,843)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
CASTLEVIEW GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 10 -
Period
ended
30 September
2023
£
Loss for the period
(296,843)
Other comprehensive income
-
Total comprehensive income for the period
(296,843)
Total comprehensive income for the period is all attributable to the owners of the parent company.
CASTLEVIEW GROUP HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
30 SEPTEMBER 2023
30 September 2023
- 11 -
2023
Notes
£
£
Fixed assets
Goodwill
11
6,517,003
Tangible assets
12
11,451
6,528,454
Current assets
Debtors
15
3,579,232
Cash at bank and in hand
1,153,154
4,732,386
Creditors: amounts falling due within one year
16
(1,987,109)
Net current assets
2,745,277
Total assets less current liabilities
9,273,731
Creditors: amounts falling due after more than one year
17
(1,967,202)
Provisions for liabilities
Deferred tax liability
19
1,872
(1,872)
Net assets
7,304,657
Capital and reserves
Called up share capital
22
7,902,000
Profit and loss reserves
23
(597,343)
Total equity
7,304,657
The financial statements were approved and signed by the director and authorised for issue on 17 April 2024
17 April 2024
A R  Healer
Director
Company registration number 14243919 (England and Wales)
CASTLEVIEW GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
30 September 2023
- 12 -
2023
Notes
£
£
Fixed assets
Investments
13
8,808,999
Current assets
Debtors
15
803,378
Creditors: amounts falling due within one year
16
(93)
Net current assets
803,285
Total assets less current liabilities
9,612,284
Creditors: amounts falling due after more than one year
17
(1,700,535)
Net assets
7,911,749
Capital and reserves
Called up share capital
22
7,902,000
Profit and loss reserves
23
9,749
Total equity
7,911,749

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £310,249.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 17 April 2024
17 April 2024
A R  Healer
Director
Company registration number 14243919 (England and Wales)
CASTLEVIEW GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 19 July 2022
-
0
-
0
-
Period ended 30 September 2023:
Loss and total comprehensive income
-
(296,843)
(296,843)
Issue of share capital
22
7,902,000
-
7,902,000
Dividends
10
-
(307,500)
(307,500)
Credit to equity for equity settled share-based payments
21
-
7,000
7,000
Balance at 30 September 2023
7,902,000
(597,343)
7,304,657
CASTLEVIEW GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 19 July 2022
-
0
-
0
-
Period ended 30 September 2023:
Profit and total comprehensive income
-
310,249
310,249
Issue of share capital
22
7,902,000
-
7,902,000
Dividends
10
-
(307,500)
(307,500)
Credit to equity for equity settled share-based payments
21
-
7,000
7,000
Balance at 30 September 2023
7,902,000
9,749
7,911,749
CASTLEVIEW GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 15 -
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
30
36,824
Interest paid
(166,847)
Income taxes paid
(416,395)
Net cash outflow from operating activities
(546,418)
Investing activities
Purchase of business (less cash acquired)
(842,551)
Purchase of tangible fixed assets
(4,247)
Net cash used in investing activities
(846,798)
Financing activities
Proceeds from issue of shares
1,300,001
Proceeds from borrowings
1,700,535
Repayment of loans
(146,666)
Dividends paid to equity shareholders
(307,500)
Net cash generated from/(used in) financing activities
2,546,370
Net increase in cash and cash equivalents
1,153,154
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
1,153,154
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 16 -
1
Accounting policies
Company information

Castleview Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Units 4-5, Lumley Court, Drum Industrial Estate, Drum Road, Chester-le-Street, Co Durham, United Kingdom, DH2 1AN.

 

The group consists of Castleview Group Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The financial statements have been prepared for the period 19 July 2022 to 30 September 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Castleview Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

The group meets its day to day working capital requirements through cash generated from operations, shareholder borrowings and external borrowings.

 

The group’s forecasts and projections for the next twelve months show that the company should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
33% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 22 -

The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.

 

The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

 

There are considered to be no significant judgements that management has made in the process of applying the entity's accounting policies which effect the amounts recognised in the financial statements.

 

There are considered to be no estimates and assumptions which have been considered to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

3
Turnover
2023
£
Turnover analysed by class of business
Training
5,721,319
Employment
4,898,471
10,619,790
4
Operating profit
2023
£
Operating profit for the period is stated after charging:
Depreciation of owned tangible fixed assets
3,977
Amortisation of intangible assets
724,111
Share-based payments
7,000
Operating lease charges
57,468
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 23 -
5
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
5,000
Audit of the financial statements of the company's subsidiaries
12,000
17,000

The audit fee of the company has been borne by the subsidiary entity.

6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
Total
50
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
1,743,719
-
0
Social security costs
172,041
-
Pension costs
11,715
-
0
1,927,475
-
0
7
Director's remuneration
2023
£
Remuneration for qualifying services
95,833

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 24 -
8
Interest payable and similar expenses
2023
£
Interest on bank overdrafts and loans
31,055
Other interest
135,792
Total finance costs
166,847
9
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
244,081
Deferred tax
Origination and reversal of timing differences
(89)
Changes in tax rates
(12)
Total deferred tax
(101)
Total tax charge
243,980

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Loss before taxation
(52,863)
Expected tax credit based on the standard rate of corporation tax in the UK of 20.49%
(10,832)
Tax effect of expenses that are not deductible in determining taxable profit
237,150
Tax effect of income not taxable in determining taxable profit
(83)
Effect of change in corporation tax rate
(12)
Share based payment charge
1,541
Effect of different tax rates across the group
16,216
Taxation charge
243,980
10
Dividends
2023
2023
Recognised as distributions to equity holders:
Per share
Total
£
£
A Ordinary
Interim paid
0.41
307,500
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 25 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 19 July 2022
-
0
Additions - business combinations
7,241,114
At 30 September 2023
7,241,114
Amortisation and impairment
At 19 July 2022
-
0
Amortisation charged for the period
724,111
At 30 September 2023
724,111
Carrying amount
At 30 September 2023
6,517,003
The company had no intangible fixed assets at 30 September 2023.
12
Tangible fixed assets
Group
Plant and equipment
£
Cost
At 19 July 2022
-
0
Additions
4,247
Business combinations
11,181
At 30 September 2023
15,428
Depreciation and impairment
At 19 July 2022
-
0
Depreciation charged in the period
3,977
At 30 September 2023
3,977
Carrying amount
At 30 September 2023
11,451
The company had no tangible fixed assets at 30 September 2023.
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 26 -
13
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
14
-
0
8,808,999
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 19 July 2022
-
Additions
8,808,999
At 30 September 2023
8,808,999
Carrying amount
At 30 September 2023
8,808,999
14
Subsidiaries

Details of the company's subsidiaries at 30 September 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Castleview Group Training Limited
England and Wales
Provision of employment agency work and training
Ordinary
100.00
15
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
2,372,103
-
0
Amounts owed by group undertakings
-
803,377
Other debtors
1,001,567
1
Prepayments and accrued income
205,562
-
0
3,579,232
803,378
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 27 -
16
Creditors: amounts falling due within one year
Group
Company
2023
2023
Notes
£
£
Bank loans
18
160,000
-
0
Trade creditors
235,271
-
0
Corporation tax payable
394,047
93
Other taxation and social security
148,946
-
Other creditors
856,481
-
0
Accruals and deferred income
192,364
-
0
1,987,109
93

Included in other creditors is a receivable finance agreement with Lloyds Bank Commercial Finance Limited which is secured by way of a fixed and floating charge over the assets of the subsidiary company. The amount outstanding at the period end was £836,727.

 

 

The loan is secured by way of a fixed and floating charge which covers all of the property.

17
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Bank loans and overdrafts
18
266,667
-
0
Other borrowings
18
1,700,535
1,700,535
1,967,202
1,700,535
18
Loans and overdrafts
Group
Company
2023
2023
£
£
Bank loans
426,667
-
0
Other loans
1,700,535
1,700,535
2,127,202
1,700,535
Payable within one year
160,000
-
0
Payable after one year
1,967,202
1,700,535
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
18
Loans and overdrafts
(Continued)
- 28 -

The Lloyds Bank PLC CBILS loan is denominated in sterling with a nominal interest rate of 2.66% above base rate. The final installment is due May 2026. The loan is unsecured. In line with Government support, the first 12 months were interest free.

 

The Secured Series A Loan Notes are denominated in sterling with a nominal interest rate of 10.00%. The loan notes are due to be redeemed November 2027. The loan is secured by way of a fixed and floating charge over the assets of the group.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2023
Group
£
Accelerated capital allowances
2,686
Retirement benefit obligations
(814)
1,872
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the period:
£
£
Asset at 19 July 2022
-
-
Credit to profit or loss
(102)
-
Other
1,974
-
Liability at 30 September 2023
1,872
-
20
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
11,715

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Included in the statement of financial position are unpaid pension contributions of £8,680.

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 29 -
21
Share-based payment transactions

The group granted options during the year under an EMI Share Option scheme to act as an incentive to key employees. The options granted comprised of options over two share classes, Ordinary A Shares.

The A shareholders will have a right to a percentage of the yearly profitability of its subsidiary Castleview Group Training Limited which may be paid as a dividend each year. The A shareholders have the right to receive a capital return in excess of a pre-determined minimum proceed value in the event of a sale of its subsidiary Castleview Group Training Limited.

 

Options over the A shares will vest immediately and be capable of exercise from the date of grant. These options were exercised at the participants discretion.

Number of share options
Weighted average exercise price
2023
2023
Number
£
Outstanding at 19 July 2022
-
-
Granted
250,000
1.00
Outstanding at 30 September 2023
250,000
1.00
Exercisable at 30 September 2023
250,000
1.00

The options outstanding at 30 September 2023 had an exercise price ranging of £1, and a remaining contractual life of 9 years.

Group and company
Group
Company
2023
2023
£
£
Expenses recognised in the period
Arising from equity settled share based payment transactions
7,000
-
22
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary of £1 each
750,000
750,000
B Ordinary of £1 each
250,000
250,000
1,000,000
1,000,000
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
22
Share capital
(Continued)
- 30 -
2023
2023
Preference share capital
Number
£
Issued and fully paid
C1 Preference of £1 each
1,050,000
1,050,000
C2 Preference of £1 each
5,852,000
5,852,000
6,902,000
6,902,000
Preference shares classified as equity
6,902,000
Total equity share capital
7,902,000

The holders of A Ordinary Shares shall have the right to receive dividends.

 

On a return of capital, the holders of A Ordinary Shares shall have the right to participate subject to the order of priority set out in the articles of association which is as follows:

 

On a return of assets on a liquidation or capital reduction or otherwise, the assets of the Company remaining after the payment of its liabilities (including payment of the Secured Series A Loan Notes and any accrued but unpaid interest thereon) shall be distributed as follows:

 

1.1 first, in paying to the holders of the C1 Preference Shares the Issue Price of the C1 Preference Shares together with any Arrears;

 

1.2 second, in paying to the holders of the C2 Preference Shares the Issue Price of the C2 Preference Shares together with any Arrears; and

 

1.3 the balance (if any) of such assets shall be distributed amongst the holders of the A Ordinary Shares and B Ordinary Shares as follows:

 

1.3.1 first, to the holders of the B Ordinary Shares, the higher of:

(i) the Issue Price of the B Ordinary Shares together with any Arrears and;

(ii) their pro-rata entitlement of the holders of the B Ordinary Shares as if the whole of the balance of such assets were to be distributed to the holders of the A Ordinary Shares and B Ordinary Shares (as if they constituted one class of share); and

 

1.3.2 Secondly, the balance to the holders of the A Ordinary Shares.

 

1.4 In the event of an Asset Sale, the Company shall thereupon be wound up and the assets available distributed in accordance with the above (1.1 — 1.3).

 

1.5 In the event of a Sale, the members shall ensure that the total of all and any consideration received (whether in cash or otherwise) in respect of the Shares that are the subject of the Sale are re-allocated between the sellers of such Shares so as to ensure that the Sale proceeds are distributed in accordance with the above (1.1 — 1.3).

CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
22
Share capital
(Continued)
- 31 -

During the period, the following share transactions took place:

23
Reserves
Equity reserve

The cumulative profits and losses net of cumulative dividends.

24
Acquisition of a business

On 1 November 2022 the group acquired 100% of the issued capital of Castleview Group Training Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
11,181
-
11,181
Trade and other receivables
3,986,042
-
3,986,042
Cash and cash equivalents
1,357,449
-
1,357,449
Borrowings
(573,333)
-
(573,333)
Trade and other payables
(2,652,120)
-
(2,652,120)
Tax liabilities
(566,360)
-
(566,360)
Deferred tax
(1,974)
-
(1,974)
Total identifiable net assets
1,560,885
-
1,560,885
Goodwill
7,241,114
Total consideration
8,801,999
The consideration was satisfied by:
£
Cash
2,200,000
Issue of shares
749,999
Issue of preference shares
5,852,000
8,801,999
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
10,619,790
Profit after tax
928,541
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 32 -
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2023
£
£
Within one year
42,118
-
Between two and five years
4,750
-
46,868
-
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2023
£
£
Acquisition of tangible fixed assets
27,325
-
27
Related party transactions
Transactions with related parties

During the period the group entered into the following transactions with related parties:

Interest charged
2023
£
Group
Entities with control, joint control or significant influence over the company
124,488

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
£
Group
Entities with control, joint control or significant influence over the group
1,700,535
CASTLEVIEW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 33 -
28
Directors' transactions

Dividends totalling £307,500 were paid in the period in respect of shares held by the company's directors.

Included in the loan account is £1 in respect of Castleview Group Holdings Limited and £771,435 in respect of Castleview Group Training Limited.

Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
A R  Healer - Loan account
-
-
781,523
(10,087)
771,436
-
781,523
(10,087)
771,436
29
Controlling party

The ultimate controlling party is A Healer.

30
Cash generated from/(absorbed by) group operations
2023
£
Loss for the period after tax
(296,843)
Adjustments for:
Taxation charged
243,980
Finance costs
166,847
Amortisation and impairment of intangible assets
724,111
Depreciation and impairment of tangible fixed assets
3,977
Equity settled share based payment expense
7,000
Movements in working capital:
Decrease in debtors
406,810
Decrease in creditors
(1,219,058)
Cash generated from/(absorbed by) operations
36,824
31
Analysis of changes in net debt - group
19 July 2022
Cash flows
Acquisitions and disposals
30 September 2023
£
£
£
£
Cash at bank and in hand
-
(204,295)
1,357,449
1,153,154
Borrowings excluding overdrafts
-
(1,553,869)
(573,333)
(2,127,202)
-
(1,758,164)
784,116
(974,048)
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