Company registration number 14982481 (England and Wales)
CULSHAW GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
CULSHAW GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Director
P Culshaw
Company number
14982481
Registered office
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
Auditor
Sumer Auditco Limited
The Beehive
City Place
Gatwick
RH6 0PA
CULSHAW GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Company statement of cash flows
13
Notes to the financial statements
14 - 26
CULSHAW GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the Period ended 31 December 2023.

Review of the business

The activity of the group consists of the holding and letting of an investment property.

 

The profit reported for the year, principally arises from these property rental activities.

 

The group has net assets of £3.4m which the director believes places the group in a stable financial position.

Principal risks and uncertainties

The directors have considered the exposure of the company to risks. The principle risk is liquidity risk. The group is funded through its retained earnings only. The directors regularly monitor cash flow projections of the group in order to ensure that it has sufficient available funds for its continuing operations.

 

 

Key performance indicators

The group reviews and monitors its performance against a number of key performance indicators both financial and non-financial.

The Directors have and will continue to monitor all of the KPI’s.

 

The main KPI’s and corresponding results are as follows:

 

         2023         

 

Profit/(loss) before tax                  £1.1m             

Net assets                 £3.4m         

 

 

On behalf of the board

P Culshaw
Director
16 August 2024
CULSHAW GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -

The director presents his annual report and financial statements for the Period ended 31 December 2023.

Principal activities

The principal activity of the company and group is that of a holding company.

Results and dividends

The results for the Period are set out on page 7.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

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

P Culshaw
Auditor

Sumer Auditco Limited were appointed as auditor of the company following the transfer of the audit business from Cowgill Holloway LLP, and are deemed to be reappointed under section 487 (2) of the Companies Act 2006.

Statement of director's responsibilities

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.

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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

CULSHAW GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
P Culshaw
Director
16 August 2024
2024-08-16
CULSHAW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CULSHAW GROUP HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Culshaw Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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:

CULSHAW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CULSHAW GROUP HOLDINGS LIMITED
- 5 -
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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

 

Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: laws related to Health and Safety and Employment, UK Companies Act and Tax Legislation.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

CULSHAW GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CULSHAW GROUP HOLDINGS LIMITED
- 6 -

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:

 

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.

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.

Stuart Stead (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited
16 August 2024
Statutory Auditor
The Beehive
City Place
Gatwick
RH6 0PA
CULSHAW GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
Period
ended
31 December
2023
Notes
£
Turnover
3
97,358
Administrative expenses
(70,994)
Operating profit
4
26,364
Fair value gains and losses on investment properties
7
1,050,000
Profit before taxation
1,076,364
Tax on profit
8
(282,265)
Profit for the financial Period
794,099
Profit for the financial Period is all attributable to the owners of the parent company.
Total comprehensive income for the Period is all attributable to the owners of the parent company.
CULSHAW GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
Notes
£
£
Fixed assets
Goodwill
9
1,141,870
Investment property
10
2,650,000
3,791,870
Current assets
Debtors
13
6,428
Cash at bank and in hand
176,924
183,352
Creditors: amounts falling due within one year
14
(114,814)
Net current assets
68,538
Total assets less current liabilities
3,860,408
Provisions for liabilities
Deferred tax liability
15
416,309
(416,309)
Net assets
3,444,099
Capital and reserves
Called up share capital
16
2,650,000
Profit and loss reserves
794,099
Total equity
3,444,099

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 16 August 2024
16 August 2024
P Culshaw
Director
Company registration number 14982481 (England and Wales)
CULSHAW GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
Notes
£
£
Fixed assets
Investments
11
1,000
Current assets
Debtors
13
1
Net current assets
1
Net assets
1,001
Capital and reserves
Called up share capital
16
2,650,000
Profit and loss reserves
(2,648,999)
Total equity
1,001

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,648,999.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 16 August 2024
16 August 2024
P Culshaw
Director
Company registration number 14982481 (England and Wales)
CULSHAW GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 August 2023
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
794,099
794,099
Issue of share capital
16
65,300,000
-
65,300,000
Reduction of shares
16
(30,000,000)
-
(30,000,000)
Other movements
(32,650,000)
-
(32,650,000)
Balance at 31 December 2023
2,650,000
794,099
3,444,099
CULSHAW GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 August 2023
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
(2,648,999)
(2,648,999)
Issue of share capital
16
65,300,000
-
65,300,000
Reduction of shares
16
(30,000,000)
-
(30,000,000)
Other movements
(32,650,000)
-
(32,650,000)
Balance at 31 December 2023
2,650,000
(2,648,999)
1,001
CULSHAW GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
20
137,618
Income taxes paid
(9,169)
Net cash inflow/(outflow) from operating activities
128,449
Investing activities
Purchase of subsidiaries, net of cash acquired
48,474
Net cash generated from/(used in) investing activities
48,474
Financing activities
Proceeds from issue of shares
1
Net cash generated from/(used in) financing activities
1
Net increase in cash and cash equivalents
176,924
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
176,924
CULSHAW GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
2023
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
21
(1)
Investing activities
Proceeds from disposal of subsidiaries
(50,000)
Dividends received
50,000
Net cash used in investing activities
-
Financing activities
Proceeds from issue of shares
1
Net cash generated from/(used in) financing activities
1
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
-
0
CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Culshaw Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Fourth Floor, Unit 5B, The Parklands, Bolton, BL6 4SD.

 

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

1.1
Reporting period

The group was incorporated on 1st August 2023 and has shortened its reporting date to 31 December 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, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Culshaw 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 31 December 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.

CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

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.

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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
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.

1.11
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 balance sheet 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.

CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
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.

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.

CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
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.

1.12
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.

1.13
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 profit and loss account 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.

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 profit and loss account, 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.

CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.14
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.

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Investment property valuation

Investment properties are valued at fair value. Calculation of fair value is based on the knowledge of the market and demand in the area in which the property is situated. Valuations of £2,650,000 have been recognised at the period end.

3
Turnover
2023
£
Turnover analysed by class of business
Rental income
97,358
4
Operating profit
2023
£
Operating profit for the period is stated after charging:
Amortisation of intangible assets
54,843
CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 20 -
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
-
Audit of the financial statements of the company's subsidiaries
12,500
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
Directors
1
1
7
Other gains and losses
2023
£
Changes in the fair value of investment properties
1,050,000
8
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
19,765
Deferred tax
Origination and reversal of timing differences
262,500
Total tax charge
282,265
CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
8
Taxation
(Continued)
- 21 -

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

2023
£
Profit before taxation
1,076,364
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
269,091
Tax effect of expenses that are not deductible in determining taxable profit
13,673
Effect of change in corporation tax rate
(1,243)
Group relief
744
Taxation charge
282,265
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 August 2023
-
0
Additions
1,196,713
At 31 December 2023
1,196,713
Amortisation and impairment
At 1 August 2023
-
0
Amortisation charged for the Period
54,843
At 31 December 2023
54,843
Carrying amount
At 31 December 2023
1,141,870
The company had no intangible fixed assets at 31 December 2023.
10
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 August 2023 and 31 December 2023
-
-
Additions through business combinations
1,600,000
-
Net gains or losses through fair value adjustments
1,050,000
-
At 31 December 2023
2,650,000
-
CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
10
Investment property
(Continued)
- 22 -

The fair value of the investment property has been arrived at on the basis of a valuation carried out dated 13 June 2023 by Lamb & Swift Commercial, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors do not consider that the fair value of the property has changed since this valuation was carried out.

11
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
12
-
0
1,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 August 2023
-
Additions
32,699,999
Disposals
(30,000,000)
At 31 December 2023
2,699,999
Impairment
At 1 August 2023
-
Impairment losses
2,698,999
At 31 December 2023
2,698,999
Carrying amount
At 31 December 2023
1,000
CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 23 -
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Heritage Group Holdings Limited
United Kingdom
Ordinary
100.00
-
Heritage Somerfield Group UK Limited
United Kingdom
Ordinary
-
100.00
13
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Other debtors
1
1
Prepayments and accrued income
6,427
-
0
6,428
1
14
Creditors: amounts falling due within one year
Group
Company
2023
2023
£
£
Trade creditors
6,426
-
0
Corporation tax payable
27,196
-
0
Other taxation and social security
11,250
-
Other creditors
1,192
-
0
Accruals and deferred income
68,750
-
0
114,814
-
0
15
Deferred taxation

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

Liabilities
2023
Group
£
Investment property
416,309
The company has no deferred tax assets or liabilities.
CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
15
Deferred taxation
(Continued)
- 24 -
Group
Company
2023
2023
Movements in the Period:
£
£
Asset at 1 August 2023
-
-
Other
416,309
-
Liability at 31 December 2023
416,309
-
16
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A Shares of £1 each
2,650,000
2,650,000
17
Acquisition of a business

On 16 July 2023 the group acquired 100% percent of the issued capital of Heritage Somerfield Group UK limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Investment property
1,600,000
-
1,600,000
Investments
50,001
-
50,001
Trade and other receivables
2,570
-
2,570
Cash and cash equivalents
38,988
-
38,988
Trade and other payables
(27,017)
-
(27,017)
Tax liabilities
(16,600)
-
(16,600)
Deferred tax
(153,809)
-
(153,809)
Total identifiable net assets
1,494,133
-
1,494,133
Goodwill
(1,494,133)
Total consideration
-
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
97,358
Profit after tax
852,582
CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
17
Acquisition of a business
(Continued)
- 25 -

On 16 July 2023 the group acquired x percent of the issued capital of Heritage Group Holdings Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Trade and other receivables
1,040
-
1,040
Cash and cash equivalents
9,487
-
9,487
Trade and other payables
(1,372)
-
(1,372)
Total identifiable net assets
9,155
-
9,155
Goodwill
(9,155)
Total consideration
-
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Loss after tax
(3,960,878)
18
Related party transactions

The company has taken advantage of the exemption available in accordance with Financial Reporting Standard 102 Section 33, not to disclose transactions entered into between two or more members of a group, where any subsidiary party to the transaction is wholly owned.

 

During the year a group Company charged rental income to Heritage Somerfield Group Limited of £158,329 (2022: £Nil). At the reporting date £Nil (2022: £Nil) was outstanding. Heritage Somerfield Group Limited is a related party by way of directorship, where P Culshaw is a company director. The amounts disclosed relate to invoices raised after a group restructure during the year.

19
Controlling party

The ultimate controlling party is P and V Culshaw, by virtue of owning 100% of the share capital of the company.

CULSHAW GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 26 -
20
Cash generated from/(absorbed by) group operations
2023
£
Profit for the Period after tax
794,099
Adjustments for:
Taxation charged
282,265
Fair value gain on investment properties
(1,050,000)
Amortisation and impairment of intangible assets
54,843
Movements in working capital:
Increase in debtors
(2,818)
Increase in creditors
59,229
Cash generated from/(absorbed by) operations
137,618
21
Cash absorbed by operations - company
2023
£
Loss for the Period after tax
(2,648,999)
Adjustments for:
Investment income
(50,000)
Amortisation and impairment of investments
2,698,999
Movements in working capital:
Increase in debtors
(1)
Cash absorbed by operations
(1)
22
Analysis of changes in net funds - group
1 August 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
-
176,924
176,924
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