REGISTERED NUMBER: |
KALLANISH LIMITED |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
REGISTERED NUMBER: |
KALLANISH LIMITED |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the year ended 31 December 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 4 |
Chartered Accountants' Report | 12 |
KALLANISH LIMITED |
COMPANY INFORMATION |
for the year ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Chartered Accountants |
Ashbourne House |
The Guildway |
Old Portsmouth Road |
Guildford |
Surrey |
GU3 1LR |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
BALANCE SHEET |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 8 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 9 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Share-based payment reserve |
Retained earnings | ( |
) | ( |
) |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
BALANCE SHEET - continued |
31 December 2023 |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS |
for the year ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Kallanish Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared on a going concern basis. This is considered appropriate on the basis that the shareholder will continue to provide financial support to the company for the foreseeable future to enable the company to meet its liabilities as they fall due. |
Preparation of consolidated financial statements |
The financial statements contain information about Kallanish Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 for the requirement to prepare consolidated financial statements. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- the amount of revenue can be measured reliably, |
- it is probable that the Company will receive the consideration due under the contract, |
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
- the costs incurred and the costs to complete the contract can be measured reliably. |
Intangible assets |
Intangible assets relate to website development costs which are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Website development costs are being amortised evenly over its estimated useful life of 10 years. |
Tangible fixed assets |
Tangible assets are stated at cost less accumulated depreciation. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use. |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life: |
Plant and machinery - 25% reducing balance. |
On disposal, the difference between net proceeds and the carrying amount of item sold is recognised in the profit and loss account and is included in administrative expenses. |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Investments in subsidiaries |
Investments in subsidiary companies are initially recorded at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. The investments are reviewed for impairment on an annual basis and provision is made where there has been a permanent diminution in their value. |
Financial instruments |
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
All financial assets and liabilities are initially measured at transaction price and subsequently measured at amortised cost. The company has a cash-settled share-based compensation plan which is measured at fair value through the income statement. |
Investments are initially recorded at cost, being the fair value of the consideration given and including acquisition costs associated with the investment. All purchases and sales of investments are recognised using trade date accounting. The value of the investments are reviewed on an annual basis and a provision is made where any impairment in value is considered to be appropriate. |
Trade and other debtors are recognised and carried forward at invoiced amounts less provision for any doubtful debts. Bad debts are written off when identified. |
Cash and cash equivalents comprise of cash at bank and in hand, and are included in the balance sheet at cost. |
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Share based payments |
Equity-settled share-based payment |
The company operates an equity-settled share-based compensation plan for certain employees, whereby employees render services for equity instruments (equity settled transactions). |
The cost of equity settled transactions is recognised as an expense in the income statement, together with a corresponding increase in equity, over the period in which the performance and or service conditions are fulfilled, ending on the date on which relevant employees become fully entitled to the award (the vesting date). |
Cash-settled share-based payment |
The company also operates a cash-settled share-based compensation plan, whereby individuals render services for a cash-settled share-based payment instrument. |
The cost of these transactions is recognised as a expense in the income statement, together with a corresponding increase in the liability. At each reporting date until the settlement date, the financial liability is re-measured to reflect the fair value of the share-based payment. Any changes in the fair value are recognised in the income statement for the period. |
Once the individual become entitled to the award, on settlement, the financial liability is measured at the fair value of the cash paid to the individual and the liability is extinguished. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | INTANGIBLE FIXED ASSETS |
Website |
development |
costs |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
AMORTISATION |
At 1 January 2023 |
Amortisation for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
5. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
£ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
6. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the Balance Sheet date is the share capital of companies include the following: |
Kallanish Commodities Bulgaria |
Registered office: 13 Yantra Street, Sofia 1000, Bulgaria |
Nature of business: Editorial sales for commodity markets |
Class of Shares: | % holding |
Ordinary | 100% |
Kallanish Commodities Shanghai |
Registered office: Room 12E, Jiafa Building, 129 Datian Road, Shanghai, PRC |
Nature of business: Compiling data for commodity markets |
Class of Shares: | % holding |
Ordinary | 100% |
Kallanish Consulting Services |
Registered office: 160 Robinson Road, #14-04 Singapore Business Federation Centre, Singapore 068914 |
Nature of business: Produces specific market data analytics |
Class of Shares: | % holding |
Ordinary | 100% |
Kallanish Index Services |
Registered office: Britannia House 11 Glenthorne Road, Hammersmith, London, England, W6 0LH |
Nature of business: Compiling data for commodity markets |
Class of Shares: | % holding |
Ordinary | 100% |
Kallanish America, LLC |
Registered office: Registered Agent Solutions, Inc. 125 LOCUST STREET. HARRISBURG, PA 17101 |
Nature of business: Editorial sales for commodity markets |
Class of Shares: | % holding |
Ordinary | 100% |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
7. | DEBTORS |
2023 | 2022 |
£ | £ |
Amounts falling due within one year: |
Amounts owed by group undertakings |
Other debtors |
Amounts falling due after more than one year: |
Other debtors |
Aggregate amounts |
Included within other debtors is a deferred tax asset in relation to brought forward trading losses. In the previous year, this balance was split between amounts falling due within one year and after more than one year. The directors believe it is probable that the taxable losses will be recovered against future taxable profits in the next 12 months so in the current year the full asset is shown in other debtors falling due within one year. |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans and overdrafts (see note 10) |
Trade creditors |
Taxation and social security |
Other creditors |
Included within other creditors is a shareholders loan which is secured by a fixed and floating charge over all the property or undertaking of the company. |
Furthermore, within other creditors includes deferred income of £1,242,840 (2022: £1,011,815). These relate to amounts paid by customers in advance for subscriptions which expire within the next financial year and events which take place within the next financial year. |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans (see note 10) |
Other creditors |
Included within other creditors is deferred income of £278,722 (2022: £172,047) which relates to amounts paid by customers in advance for subscriptions which expire after more than one year. |
The remaining balance relates to the share options held by individuals under the Phantom Share Scheme. |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
10. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
Other loans |
Amounts falling due between two and five years: |
Bank loans - 2-5 years |
The bank loan relates to a Coronavirus Bounce Back Loan for £50k which attracts interest at 2.5% per annum and is repayable by November 2026. |
Included within other loans is a shareholder loan which is included within other creditors. |
11. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
12. | RELATED PARTY DISCLOSURES |
Included within amounts owed by group undertakings was a balance of £295,710 (2022: £69,853) owed by Kallanish Index Services Limited. The amount owed is interest free and repayable on demand. |
13. | POST BALANCE SHEET EVENTS |
Following the year end, the company issued 9,574 share options to employees of the company under the Enterprise Management Incentive Scheme. At the same time, the company also issued share options to individuals under the Phantom Share Scheme to acquire up to 12,605 notional shares. |
KALLANISH LIMITED (REGISTERED NUMBER: 08582622) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2023 |
14. | SHARE-BASED PAYMENT TRANSACTIONS |
Equity-settled share-based payment |
At 31 December 2023, there are share options held by directors and employees of the company under the Enterprise Management Incentive Scheme to acquire up to 20,080 ordinary shares. |
The options lapse on the earlier of the event of a sale of the business and in certain other instances set out in the scheme rules or on 5 December 2028. The options can only be exercised whilst the option holder remains a director or employee of the company. The fair value of the options granted was based on a formal valuation at the grant date which was £1 per ordinary share. |
Cash-settled share-based payment |
There are also share options held by individuals under the Phantom Share Scheme to acquire up to 16,450 notional shares. |
The options lapse on the earlier of the event of a sale of the business and in certain other instances set out in the scheme rules or on 5 December 2028. The options can only be exercised whilst the option holder provides services to the company. The fair value of the options at the balance sheet date was based on the formal valuation completed shortly after the year-end for the implementation of a new EMI scheme. This was £3.78 per share less the exercise price of £1 per share, giving a fair value for the notional shares of £2.78. |
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS |
ON THE UNAUDITED FINANCIAL STATEMENTS OF |
KALLANISH LIMITED |
The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies. |
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Kallanish Limited for the year ended 31 December 2023 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us. |
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance. |
This report is made solely to the Board of Directors of Kallanish Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Kallanish Limited and state those matters that we have agreed to state to the Board of Directors of Kallanish Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Kallanish Limited and its Board of Directors, as a body, for our work or for this report. |
It is your duty to ensure that Kallanish Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Kallanish Limited. You consider that Kallanish Limited is exempt from the statutory audit requirement for the year. |
We have not been instructed to carry out an audit or a review of the financial statements of Kallanish Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. |
This report should not be regarded as suitable to be used or relied on by any other party wishing to acquire any rights against Bessler Hendrie LLP for any purpose or in any context. Any party, other than the Director, who obtain access to this report or a copy and chooses to rely on this report (or any part of it) will do so at its own risk. |
Chartered Accountants |
Ashbourne House |
The Guildway |
Old Portsmouth Road |
Guildford |
Surrey |
GU3 1LR |